NON-EXCLUSIVE LICENSE AGREEMENT WITH HYDROMER, INC                        Page-1
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     THIS AGREEMENT, made this 1st day of April, 2000, by and between:

HYDROMER, INC., a New Jersey Corporation with its office located at 35
Industrial Parkway, Branchburg, New Jersey 08876 ("HYDROMER");

and

TP Orthodontics, Inc., an Indiana Corporation with its offices at 100 Center
Plaza, Laporte, Indiana 46350-9672 ("LICENSEE").

     WHEREAS, HYDROMER owns patent rights and possesses know-how relating to the
production of articles based on the art taught in certain patents, PRODUCTS,
hereinafter defined; and

     WHEREAS, LICENSEE desires to obtain a license from HYDROMER under those
patent rights and access to the know-how to enable LICENSEE to make use, sell,
offer for sale or import the PRODUCTS as defined herein below.

         NOW, THEREFORE, in consideration of the premises and the performance of
the mutual covenants herein contained, the parties hereto agree to as follows:

     1.0 Definitions. For the purpose of this AGREEMENT, the following shall
apply:

          1.1 "PRODUCTS" means urethane orthodontic ligatures, PET-G lip
     retractors and disposable plastic casting trays for use in the oral
     cavities of humans.

          1.2 "COATINGS" means lubricous chemical made using the PATENT RIGHTS
     and applied to the PRODUCTS using the KNOW-HOW resulting in COATED
     PRODUCTS.

          1.3 "PATENT RIGHTS" means United States Patent Nos. 4,642,267 and
     4,769,013 patent applications based thereon and any division, continuation,
     continuation-in-part, patent of addition, confirmation or reissue of said
     patents and applications, and any improvements thereto, as provided in
     Article 5.0 hereinbelow.

          1.4 "KNOW-HOW" means all of HYDROMER'S trade secrets, technical data
     and information, and other technical accumulated information, including,
     but not limited to, any devices, processes, methods, control procedures,
     formulas, clinical tests, and use intelligence, drawings, specifications,
     research and development reports, processed data or special equipment which
     are useful to assist LICENSEE to manufacture and use the PATENT RIGHTS to
     sell COATED PRODUCTS, which HYDROMER is free to disclose.

          1.5 "COMMERCIALIZATION" means the date on which PRODUCTS are first
     billed to a third party, including any limited market release of PRODUCTS,
     in the "TERRITORY"

          1.6 "NET SALES PRICE" shall mean the gross invoice price at which
     PRODUCTS are sold, less discounts allowed to distributors, discounts
     allowed dealers, refunds, replacements or credits allowed to purchasers for
     return of PRODUCTS or as reimbursement for damaged PRODUCTS, freight,
     postage, insurance and other shipping charges, sales and use taxes, customs
     duties and any other governmental charges imposed on the production,
     importation, use or sale of PRODUCTS except income taxes. Should LICENSEE
     sell PRODUCTS in combination with other components or products, then the
     net sales price computation shall be based on the average net sales price
     charged during the applicable quarter by LICENSEE for the PRODUCTS when
     separately invoiced or priced. In the event the PRODUCTS has not been
     separately invoiced or priced during the applicable quarterly period, net
     sales computation shall be based on the fair market price which the seller
     would charge for the PRODUCTS to an unrelated purchaser in an arms length
     transaction, FOB plant of manufacture thereof.

          1.7 "TERRITORY" means the United States and its territories.


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NON-EXCLUSIVE LICENSE AGREEMENT WITH HYDROMER, INC                        Page-2
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     2.0 Grant.

          2.1 HYDROMER hereby grants LICENSEE a non-exclusive license to use the
     PATENT RIGHTS and KNOW-HOW to apply a lubricous coating on the PRODUCTS and
     thereafter, sell or offer to sell COATED PRODUCTS in the TERRITORY.

          2.2 On or before June 1, 2000, LICENSEE shall have commercialized the
     PRODUCTS or lieu of COMMERCIALIZATION, LICENSEE shall begin paying the
     minimum royalty set forth in exhibit A. If PRODUCTS are not commercialized,
     or the parties hereto shall not have agreed to a plan of COMMERCIALIZATION
     for such PRODUCTS, on or before said date, then HYDROMER may elect to
     cancel this AGREEMENT upon thirty (30) days advance written notice to
     LICENSE.

          2.3 LICENSEE shall use best efforts to exploit the PATENT RIGHTS and
     other rights granted hereunder. Failure to do so is a material breach of
     this AGREEMENT.

          2.4 HYDROMER hereby grants to LICENSEE a fully paid right to use the
     HYDROMER trademark on PRODUCTS and in association with the marketing and
     promotion thereof. The following credit must appear on all advertisements,
     packaging and literature for PRODUCTS which use the HYDROMER trademark --
     "HYDROMER is a trademark of Hydromer, Inc.".

     3.0 Royalties.

          3.1. As consideration for this grant of rights, and the transfer of
     the KNOW-HOW, LICENSEE will pay to HYDROMER the non-refundable sum of
     $50,000 due in full upon execution of this AGREEMENT. Said sum will not
     become a credit against any royalties payable hereunder.

          3.2 In addition to the payment provided in Paragraph 3.1 hereof ,a
     running royalty payable quarterly will accrue from LICENSEE to HYDROMER for
     each PRODUCTS sold or for each quarter this license is in effect (whichever
     is greater), as set forth in Schedule A.

          The obligation to pay royalties to HYDROMER is imposed only once with
     respect to the same unit of PRODUCTS regardless of the number of licensed
     patents covering the same. There shall be no obligation to pay HYDROMER
     under this Article on sales of PRODUCTS between LICENSEE and its
     subsidiaries but in such instances the obligation to pay royalties shall
     arise upon the sale by LICENSEE or its subsidiaries to unrelated third
     parties. Payments due under this Article shall be deemed to accrue when
     PRODUCTS is shipped or billed, whichever event shall first occur or at the
     end of each quarter if the unit royalty is less then the quarterly royalty.

          3.3 The grant of rights under this AGREEMENT shall be dependent on
     COMMERCIALIZATION of PRODUCTS and the payment by LICENSEE to HYDROMER of
     royalties for each calendar quarter.

         4.0 Accounting. For accounting purposes, quarters will start on the
first day of each January, April, July, and October, following the date of
execution of this AGREEMENT and end on the last day of the next succeeding
March, June, September, and December, respectively. Within forty-five (45) days
after the close of each quarter hereof, LICENSEE shall render to HYDROMER a
written accounting with respect to all royalty payments due hereunder, and with
such accounting, pay in full in United States dollars all amounts due in respect
of such quarter. The rate of exchange to be used in computing the amount of
local currency equivalent to the United States Dollars due to HYDROMER as
royalty shall be the commercial exchange rate in effect in New York, New York,
on the date on which payment is due. Such report shall indicate for such quarter
the number of units, the NET SALES PRICE, and the amount of sales by LICENSEE
product code of PRODUCTS sold by LICENSEE with respect to which royalty payments
are due. In case no payment is due for any quarter, LICENSEE shall so report.
LICENSEE shall keep accurate records in sufficient detail to enable the
aforesaid payments to be determined. At HYDROMER'S request, LICENSEE, shall
permit an independent certified public account acceptable to LICENSEE to have
access once in each calendar year, during regular business hours and upon
reasonable notice to LICENSEE, to such of the records of LICENSEE as may be
necessary to verify the accuracy of the reports required under this AGREEMENT;
provided, however said accountant shall keep all information of LICENSEE
confidential and shall disclose to HYDROMER only the amount of any deficiency
found. In the event the deficiency exceeds 2% of royalty payments audited,
LICENSEE shall bear the full costs of the audit.


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NON-EXCLUSIVE LICENSE AGREEMENT WITH HYDROMER, INC                        Page-3
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         5.0 Improvement. During the term of this AGREEMENT, HYDROMER shall
promptly and fully disclose to LICENSEE any development or improvement relating
to the use or practicing of the PATENT RIGHTS or related KNOW-HOW as applied to
PRODUCTS conceived and/or reduced to practice by an officer, director, employee,
agent, consultant, etc. of HYDROMER which HYDROMER is free to disclose
("HYDROMER IMPROVEMENT"). HYDROMER shall automatically add such HYDROMER
IMPROVEMENT to this AGREEMENT.

     LICENSEE shall promptly and fully disclose to HYDROMER any development or
improvement relating to the PRODUCTS conceived and/or reduced to practice by an
officer, director, employee, agent, consultant, etc. of LICENSEE ("LICENSEE
IMPROVEMENT"). LICENSEE IMPROVEMENTS shall automatically become the property of
HYDROMER and shall be added to this AGREEMENT.

     6.0 Secrecy. Each party undertakes to keep secret and confidential and not
to disclose to any third party, except as it is necessary in carrying out the
purposes of this AGREEMENT, during the term of this AGREEMENT and for a period
of ten (10) years thereafter any information, data or KNOW-HOW disclosed to it
by the other party except:

          6.1 Information, data and KNOW-HOW which at the time of disclosure is
     in the public domain or publicly known or available;

          6.2 Information, data or KNOW-HOW which, after disclosure, becomes
     part of the public domain or publicly known or available by publication or
     otherwise, except by breach of this AGREEMENT by the receiving party;

          6.3 Information, data or KNOW-HOW which the receiver receives from a
     third party; provided, however, that such information was not obtained by
     said third party from the other party; and

          6.4 Information, data and KNOW-HOW which the receiver derives
     independently of such disclosure.

     7.0 Technical Assistance. With regard to the PRODUCTS defined herein,
promptly following the execution of this AGREEMENT and on a continuing basis
during the term of this AGREEMENT, HYDROMER shall:

          7.1 Furnish to LICENSEE all KNOW-HOW;

          7.2 Furnish the services of HYDROMER employees having knowledge of the
     KNOW-HOW as may be necessary or appropriate in order to fully (1) to
     disclose to LICENSEE all details and particulars of the KNOW-HOW, and in
     particular, but without limitation, the manufacturing methods contained
     therein, (2) to consult with LICENSEE technical personnel concerning the
     manufacture, assembly, raw material purchase and other tasks required for
     the production and applications of PRODUCTS covered by the PATENT RIGHTS,
     including subsequent improvements thereto for the PRODUCTS; provided
     LICENSEE shall reimburse HYDROMER for the reasonable travel and living
     expenses incurred by such technical personnel for travel requested by
     LICENSEE hereunder.

     8.0 Warranty.

          8.1 HYDROMER warrants that it is the owner of all right, title and
     interest in and to the PATENT RIGHTS and has the unrestricted power and
     authority to grant the licenses and give access to the KNOW-HOW as provided
     herein. HYDROMER represents that as of the date of this AGREEMENT it has no
     knowledge of any pending or threatened litigation against HYDROMER which
     might impair the rights licensed hereunder.


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NON-EXCLUSIVE LICENSE AGREEMENT WITH HYDROMER, INC                        Page-4
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     9.0 Effective Date and Term.

          9.1 This AGREEMENT will become effective on the day and year first
     written above and expire upon the expiration of the last to expire of the
     PATENT RIGHTS, except that after expiration of the U.S. PATENT RIGHTS,
     royalties will continue to be paid only on sales of PRODUCTS in countries
     in which unexpired patents are in effect. After such expiration of this
     AGREEMENT, LICENSEE shall have the right to make, use, sell, offer for sale
     or import PRODUCTS without the further payment of royalty or otherwise
     accounting to HYDROMER.

          9.2 If either party hereto shall commit any breach of the provisions
     of this AGREEMENT, and shall not, within thirty (30) days' written notice
     of such breach by the other party hereto, correct such breach then such
     other party may, by written notice to the breaching party, immediately
     terminate this AGREEMENT. The right of either party to take such action
     shall not be affected in any way by its failure to take any action with
     respect to any previous breach. In the event that LICENSEE ceases to
     manufacture, have manufactured, use and sell PRODUCTS for a period
     exceeding 180 days, such cessation shall be considered a breach of this
     AGREEMENT.

          9.3 LICENSEE shall have the right to terminate this AGREEMENT on sixty
     (60) days advance written notice to HYDROMER.

          9.4 If either party should exercise its right to terminate this
     AGREEMENT, under any applicable provision of this AGREEMENT, then
     LICENSEE'S rights and licenses under Section 2.0 hereof shall immediately
     terminate, including its right to make further use of the KNOW-HOW acquired
     from HYDROMER under this AGREEMENT, and which LICENSEE is obliged to hold
     in confidence pursuant to Section 6.0 of this AGREEMENT. Termination of
     this AGREEMENT shall not relieve either party of obligations incurred prior
     to termination.

     10.0 Infringement.

          10.1 Should any patent infringement action be brought against LICENSEE
     in any country of the TERRITORY as a result of LICENSEE'S exercising of
     rights granted to it hereunder, then in respect of such country, LICENSEE
     shall have the right to suspend payment of royalties due to HYDROMER until
     such time as the action is resolved, although such royalties shall continue
     to accrue. If the action is resolved favorably to LICENSEE, all accrued
     royalties shall immediately be paid to HYDROMER. If the action is resolved
     unfavorably to LICENSEE, then accrued royalties shall be applied to costs
     of litigation and damages, if any, incurred by LICENSEE. Any excess shall
     be paid to HYDROMER. The foregoing shall be HYDROMER'S sole and exclusive
     liability to LICENSE in the event of such an infringement suit.

     11.0 Indemnification/Insurance. Licensee will indemnify, defend and
indemnify HYDROMER against all claims of third parties unless a court of
competent jurisdiction finds that the licensed art or any goods supplied by
HYDROMER is causally connected to the claim of said third party. LICENSEE will
maintain at least $10,000,000 in general liability insurance and name HYDROMER
as an additional insured. Said policy shall provide a 30 days advanced notice to
HYDROMER before it is terminated or expires.

     12.0 Obligation to Supply. HYDROMER shall supply coating solutions
manufactured by HYDROMER using the PATENT RIGHTS pursuant to the price in
Schedule B. In the event HYDROMER is unable or unwilling to supply said coating
solutions for a period of more then 90 days, then this AGREEMENT shall convert
to a LICENSE to make, use, COATINGS using the PATENT RIGHTS. In the event
HYDROMER is thereafter, willing and able to supply the COATINGS, then this
AGREEMENT shall revert back to an agreement to use COATINGS under the PATENT
RIGHTS.

     13.0 General.

          13.1 Assignment. This AGREEMENT and all rights and obligations
     hereunder shall be binding upon and shall inure to the benefit of the
     respective successors of HYDROMER and LICENSEE. Neither LICENSEE nor
     HYDROMER shall have the right to assign any or all of its rights and
     obligations under this AGREEMENT without the prior written consent of the
     other party, except that HYDROMER's consent shall not be required in the
     event of an assignment or transfer of the AGREEMENT by LICENSEE to an
     affiliate of LICENSEE, who undertakes to accept all terms and conditions
     hereof and carry out all obligations of LICENSEE hereunder.

          13.2 Entire Agreement. This AGREEMENT contains the entire agreement
     between the parties hereto in respect of the subject matter hereof. This
     AGREEMENT may not be released, discharged, abandoned, changed or modified
     in any manner except by an instrument in writing signed by a duly
     authorized officer or representative of each of the parties hereto.

          13.3 Waiver and Severability. The waiver by either of the parties of
     any breach of any provision hereof by the other party shall not be
     construed to be a waiver of any succeeding breach of such provision of a
     waiver of the provision itself.


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NON-EXCLUSIVE LICENSE AGREEMENT WITH HYDROMER, INC                        Page-5
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          13.4 Collection. In the event Hydromer must employee or retain a
     collection agency and/or an attorney to aid in the collection of royalties,
     LICENSEE agrees to compensate HYDROMER for any fees/costs paid to such
     party.

     Subject to the prior paragraph, in the event either party must employ or
retain an attorney to aid in the enforcement of this Agreement, the court may
apportion the cost of such action as it deems fit.

          13.5 Governing Law. This AGREEMENT shall be construed and interpreted
     in accordance with the laws of the State of New Jersey and the courts of
     the State of New Jersey shall have jurisdiction over the parties hereto and
     all matters arising hereunder.

          13.6 Invalidity. If any of the provisions of this AGREEMENT, or part
     thereof, is held to be invalid or unenforceable, such invalidity or
     unenforceability shall not affect any other provision of this AGREEMENT.

          13.7 Notice. Any notice required or to be given hereunder shall be
     considered delivered when deposited, postage prepaid, in the United States
     mail, registered mail, to the address of the other party as specified below
     or as subsequently modified in writing by the parties.


                   IF TO HYDROMER:

                           Hydromer, Inc.
                           35 Columbia Road
                           Branchburg, New Jersey  08876
                           Attn:  Manfred F. Dyck, President


                   IF TO LICENSEE:

                           TP Orthodontics, Inc.
                           100 Center Plaza
                           Laporte, Indiana  4630-9672


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NON-EXCLUSIVE LICENSE AGREEMENT WITH HYDROMER, INC                        Page-6
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     IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be
executed effective the day and year set forth above.


_________________________________________

By:______________________________________

Title:___________________________________

Date:____________________________________



HYDROMER, Inc.


By:______________________________________

Title:___________________________________

Date:____________________________________

non_ex00.lic



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NON-EXCLUSIVE LICENSE AGREEMENT WITH HYDROMER, INC                        Page-7
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Schedule A:

PRODUCTS enumerated in Section 1.1

The quarterly royalty is the greater of the minimum or the royalty calculated
pursuant to section 3.2

Quarter                Royalty %  M       inimum amount

2000/3                    5                 $5000.00         4/1/2000-6/30/2000
2000/4                    "                    "
2001/1                    "                  $5000.00
2001/2                    "                    "
2001/3                    "                  (1)
 and each quarter
  thereafter              "                  (1)


(1) beginning 7/1/2001 and or each quarter thereafter, the quarterly minimum
royalty shall be increased in proportion to the increase in the Cost of Living
for Northern New Jersey with 7/1/2000 being the base.


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NON-EXCLUSIVE LICENSE AGREEMENT WITH HYDROMER, INC                        Page-8
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Schedule B

Price for Hydromer Coating 2MHS24 on July 1, 2000 $400.00 per gallon with
minimum order of 5 gallons. Price is FOB Branchburg, NJ.

Hydromer may adjust this price once each year by adjusting the price in
proportion to the increase in the Cost of Living for Northern New Jersey with
7/1/2000 being the base, provided however, if Hydromer can show by competent
documentation that a raw materials supplier has increase their price greater
then the change in cost of living, then Hydromer may pass this additional
increase to LICENSEE.


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