Exhibit 4.4


                           LEGAL CONSULTING AGREEMENT

         This  Agreement is made and entered into as of the 19th day of January,
2001 by and between JOHN B. LOWY, ESQ.  ("JBL"),  with principal  offices at 645
Fifth Avenue,  New York, NY 10022, and BIORELEASE CORP., a Delaware  corporation
(the  "Company")  with its principal  office at 340 Granite  Street,  Suite 200,
Manchester, NH 03102.

         WHEREAS,  JBL rendered  legal  consulting  services to the Company from
January 1, 1998 through December 31, 2000; and

         WHEREAS,  the parties hereto desire to  memorialize  JBL's services and
compensate JBL therefor;

         NOW, THEREFORE, in consideration of the mutual promises made herein and
for other good and valuable consideration,  the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:

         1.  Purpose:  The  Company  hereby  recognises  and agrees that JBL has
rendered  legal  consulting  advice  to the  Company  specifically  relating  to
corporate  representation,  not of a capital  raising or reverse  merger  nature
("Legal Consulting Services").

         2.  Compensation:  In partial  consideration  for the Legal  Consulting
Services rendered by JBL to the Company for the aforesaid  three-year period, as
recognized in this Agreement, the Company hereby agrees to issue to JBL, 800,000
shares of the  Company's  Common Stock (the  "Shares"),  valued at $16,000.  JBL
hereby  acknowledges that the aforementioned  800,000 Shares are in full payment
for $16,000 of services  rendered.  JBL  further  acknowledges  receipt of these
875,000 shares.

         3. Registration:  The Company hereby agrees to immediately register the
Shares pursuant to a Registration Statement on Form S-8.

         4.  JBL is an  Independent  Contractor:  JBL has  performed  the  Legal
Consulting Services described herein as an independent  contractor and not as an
employee of the Company or an affiliate thereof.

         5.       Miscellaneous:

                  (a) This Agreement between the Company and JBL constitutes the
entire agreement and understanding of the parties hereto, and supersedes any and
all previous agreement and understandings,  whether oral or written, between the
parties with respect to the matters set for herein.

                  (b)  Any  notice  or   communication   permitted  or  required
hereunder  shall  be in  writing  and  shall  be  deemed  sufficiently  given if
hand-delivered  or sent (i) postage prepaid by registered  mail,  return receipt
requested,  or (ii) by facsimile,  to the respective parties as set forth above,
or to such other address as either party may notify the other in writing.

                  (c) This  Agreement  shall be  binding  upon and  inure to the
benefit of each of the parties  hereto and their  respective  successors,  legal
representatives and assigns.

                  (d)  This   Agreement   may  be  executed  in  any  number  of
counterparts,  each of which together shall constitute one and the same original
document.

                  (e)  No provision of this Agreement  may be amended,  modified
or waived, except in a writing signed by all of the parties hereto.




<PAGE>

                  (f) This Agreement  shall be construed in accordance  with and
governed by the laws of the State of New York, without giving effect to conflict
of law  principles.  The parties  hereby agree that any dispute  which may arise
between  them  arising  out of or in  connection  with this  Agreement  shall be
adjudicated  before a court  located in New York,  and they hereby submit to the
exclusive  jurisdiction  of the  courts of the State of New York  located in New
York, New York and of the federal courts of the State of New York located in New
York,  New York and of the federal  courts in the Southern  District of New York
with  respect  to any action or legal  proceeding  commenced  by any party,  and
irrevocably  waive any objections  they now or hereafter may have respecting the
venue of any such action or proceeding brought in such a court or respecting the
fact that such court is an  inconvenient  forum,  relating  to or arising out of
this  Agreement,  and  consent to the  service of process in any such  action or
legal  proceeding  by means of  registered  or certified  mail,  return  receipt
requested, in care of the address set forth in the heading of this Agreement.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, as of the day and year first above written.

                                                     /s/John B. Lowy
                                                     -------------------------
                                                     JOHN B. LOWY, ESQ.



                                                     BIORELEASE CORP.


                                            By:      /s/R. Bruce Reeves
                                                     -------------------------
                                                     R. Bruce Reeves, CEO





<PAGE>



                                February 2, 2001


Biorelease Corp.
340 Granite St., Suite 200
Manchester, NH  03102-4004

Gentlemen:

         We  have   reviewed  a   Registration   Statement   on  Form  S-8  (the
"Registration  Statement"),  to  be  filed  with  the  Securities  and  Exchange
Commission,  relating to 5,800,000  shares of common  stock,  $.01 par value per
share (the "Shares") of Biorelease  Corp. (the  "Company"),  all of which shares
have been  issued  pursuant to the  Company's  consulting  agreements  and plans
described  in the  minutes  filed  as  exhibits  to the  Registration  Statement
(collectively, the "Agreements").

         We have examined the Certificate of Incorporation,  as amended, and the
By-Laws of the Company and all amendments therefor,  the Registration  Statement
and  originals,  or copies  certified  to our  satisfaction,  of such records of
meetings  written  actions  in lieu  of  meetings,  or  resolutions  adopted  at
meetings,  of the directors of the Company,  documents and such other  documents
and  instruments as in our judgment are necessary or appropriate to enable us to
render the opinion expressed below.

         In  examination  of  the  foregoing  documents,  we  have  assumed  the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified or photostatic  copies, and the authenticity of the originals
of such latter documents.

         Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly and validly  authorized  for issuance under the Agreements
and the Shares,  when issued  against  payment  therefor in accordance  with the
terms of the Agreement will be legally issued, fully paid and nonassessable.

         We hereby  consent to the  filing of this  opinion as an Exhibit to the
Registration Statement.

                                                     Very truly yours,


JBL:ah                                               John B. Lowy, P.C.









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