EXHIBIT 10.33

                          LICENSE AND OPTION AGREEMENT

                 This  Agreement  is  effective  June 27,  1997 ("the  EFFECTIVE
DATE") by and between H.C.  Implants  B.V., a  corporation  duly  organized  and
existing  under the laws of the  Netherlands,  having its  registered  office at
Zernikedreef 6 (2333GK)  Leiden,  the Netherlands,  (hereinafter  referred to as
"LICENSOR"),  and Matrix Medical Holding B.V., a corporation  duly organized and
existing  under the laws of the  Netherlands  having  its  registered  office at
Professor  Bronkhorsvlaan,  Building 57  (3723MB)  Bilthoven,  the  Netherlands,
(hereinafter referred to as "LICENSEE"),

WHEREAS

     o    LICENSOR  is  the  owner  or  licensee  of  the  patents   rights  and
          applications set forth in Appendix A hereto;

     o    LICENSEE has expressed the desire to obtain an exclusive  license with
          respect  to the  invention  set  forth  by  the  PATENTS  (as  defined
          hereinafter),  the  manufacture,  use,  sale and  distribution  of the
          invention  set  forth  by  the  PATENTS   and/or  any  other  form  of
          exploitation  of the PATENTS,  and a license to TECHNOLOGY (as defined
          hereinafter);  o  LICENSOR  has  expressed  the intent to grant such a
          license to LICENSEE and,  furthermore,  to grant LICENSEE an option to
          purchase the PATENTS;  NOW  THEREFORE in  consideration  of the mutual
          promises and other good and valuable consideration,  the parties agree
          as follows:

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         SECTION 1 - Definitions.

          The terms used in this Agreement have the following meaning:

         1.1 The term "AFFILIATE" as applied to LICENSEE, shall mean any company
or other  legal  entity  other than  LICENSEE,  in whatever  country  organized,
controlling or controlled by LICENSEE.  The term "control" means possession,  of
the power to  direct  or cause the  direction  of the  management  and  policies
whether through the ownership of voting securities, by contract or otherwise.

         1.2 The term "FIRST  COMMERCIAL  SALE"  shall mean in each  country the
first sale of any PRODUCT by LICENSEE, its AFFILIATES or SUBLICENSEES, following
approval of its marketing by the appropriate governmental agency for the country
in which the sale is to be made and when governmental  approval is not required,
the first sale in that country.

         1.3 The term "NET SALES VALUE"  shall mean the invoiced  sales value of
the PRODUCTS sold by LICENSEE or its sublicensees after deduction of:

               1.3.1 the normal trade discounts actually granted;

               1.3.2 any credits  actually  given by the LICENSEE for  defective
          goods

               1.3.3 any costs of packing, insurance, damage and freight and any
          applicable  sales  tax and in the case of  export  orders  any  import
          duties or similar applicable  governmental  levies or export insurance
          costs in each case to the  extent  separately  invoiced.

     1.4 The term  "PATENTS"  shall  mean all  valid and  enforceable  claims of
patents and patent  applications  owned by or controlled by LICENSOR,  which are
filed  prior  to the  EFFECTIVE  DATE,  including  any  addition,  continuation,
continuation in-part or division thereof or any substitute application therefor,
any patent  issued  with  respect to such  patent  application;  any  reissue or
extension of any such


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patent,  and any  confirmation  patent  or  registration  patent or patent of an
addition based on any such patent. The patents,  patent applications,  and short
particulars of which shall be described in Appendix A hereto.

     1.5 The term "PRODUCTS" shall mean any and all products manufactured by the
use of all or some of the PATENTS and/or TECHNOLOGY.

     1.6 The  term  "TECHNOLOGY"  shall  mean  the  information,  test  reports,
operating and testing procedures,  data, files, studies,  practices and know-how
and the like,  in any way  related  to and/or  concerning  the  manufacture  and
distribution  of the  invention(s)  set forth by the PATENTS and all information
connected therewith, which exists as of the EFFECTIVE DATE and being provided by
LICENSOR to LICENSEE,

     1.7  The  term   "TERRITORY"   shall  mean  all  countries  of  the  world.

     1.8 The use herein of the plural shall include the singular, and the use of
the  masculine  shall include the  feminine.

SECTION 2 - Grants of License  and Option. 

     2.1 (a) Subject to Section  2.1(b),  LICENSOR hereby grants to LICENSEE and
LICENSEE  hereby accepts from LICENSOR an exclusive  royalty bearing license for
the TERRITORY  under PATENTS and  TECHNOLOGY to make,  have made,  use,  import,
sell,  offer to sell or have sold on its behalf PRODUCT,  including the right to
sublicense  third parties.  LICENSEE shall have the right to extend such license
to its AFFILIATES.

     (b)  LICENSOR  retains  the  rights to use the  TECHNOLOGY  and  PATENTS in
connection  with the following  products:  Shuttle Stop,  Middle Ear Ventilation
Tubes,  and TAM. In the event  LICENSOR  elects not to sell any of the foregoing
products, LICENSOR shall grant to LICENSEE a right of

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first  negotiation  for an agreement  under which LICENSEE will  manufacture and
sell such products.  After receipt of a written notice to LICENSEE that LICENSOR
does not intend to manufacture and sell such products, the parties will, in good
faith,  negotiate the terms of an agreement during the next ninety (90) days. If
the parties are not able to agree  during that  period,  LICENSEE  shall have no
further rights with respect to such products and LICENSOR shall be free to enter
into an agreement  with other parties.

     (c) To the extent that any PATENTS,  TECHNOLOGY and PRODUCTS are covered by
the agreement between LICENSOR and Stichting Voor de Technische Wetenschappen of
December  20,  1989  and  any  supplements  and  amendments  thereto  (the  "STW
Agreement"),  this  Agreement  shall be  subject to the  terms,  conditions  and
obligations  of such STW  Agreement  and LICENSEE  shall be bound by such terms,
conditions and obligations.

     2.2 (a) Prior to exercising of the Purchase Option,  no sublicense shall be
granted without the consent of LICENSOR, which consent shall not be unreasonably
withheld.

     (b)  LICENSEE  agrees to  forward  to  LICENSOR a copy of any and all fully
executed sublicense agreements.

     (c) Each sublicense  shall terminate upon  termination of the license under
this Agreement.

     2.3 So  long  as  LICENSEE  is  not in  default  of any  provisions  of the
Agreement, from three (3) years and until six (6) years after the EFFECTIVE DATE
of this  Agreement,  LICENSEE  will have the option to purchase the PATENTS (the
"Purchase  Option")  for a purchase  price  equal to an  initial  payment of NLG
4,000,000  (four  million  Dutch  Guilders)  ("Initial  Payment") and a deferred
payment  equal to the running  royalties set forth in section 6.1. Such Purchase
Option shall be  exercised  by written  notice given by LICENSEE to the LICENSOR
and payment of the Initial Payment set forth herein. Upon payment by the

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LICENSEE to the LICENSOR of NLG 4,000,000 Dutch Guilders, LICENSOR shall execute
a patent  assignment  agreement  in the form set forth in Appendix  B,  attached
hereto  and  made a part  hereof.

     2.4 If the LICENSEE  does not exercise  the  Purchase  Option,  the License
under this Agreement shall remain in full force and effect pursuant to the terms
of this  Agreement.  Upon  exercise  of the  Purchase  Option and payment of the
Initial  Payment all terms and  conditions  of this  Agreement  other than those
specifically related to the License shall continue in full force and effect. 

     2.5 (a) LICENSEE  shall exert best  efforts to  research,  develop and then
commercialize  PRODUCTS. The efforts of a SUBLICENSEE and/or an AFFILIATE and/or
a collaborator  of LICENSEE  shall be considered as efforts of LICENSEE.

     (b) If LICENSEE fails to exert best efforts as required by paragraph 2.5(a)
or fails to achieve any of the three milestones set forth below,  LICENSOR shall
have the right to convert the exclusive  license granted under paragraph  2.1(a)
to a non-exclusive license which shall take effect sixty (60) days after written
notice to LICENSEE  unless  LICENSEE  cures such failure  prior to expiration of
such sixty (60) day period. The three milestones are as follows:

                    (i)  during the first three years after the EFFECTIVE  DATE,
                         LICENSEE shall spend at least NLG 1.0 Million per annum
                         on the development of PRODUCTS covered by the PATENTS,

                    (ii) the first  full  clinical  trial of a  PRODUCT  that is
                         covered by PATENTS shall be initiated  before the third
                         anniversary  of the  EFFECTIVE  DATE, 

                    (iii)a PRODUCT  shall be marketed  by the sixth  anniversary
                         of the EFFECTIVE DATE.

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                 (c) LICENSEE shall provide  LICENSOR with  semi-annual  reports
due  within  thirty  (30)  days  after the end of each  calendar  half year with
respect to the  efforts  exerted  under  this  Section  2.5 and with  respect to
progress towards and achievement of the milestones of Section 2.5(b).

     SECTION 3 - Rights and Obligations of the Parties under the Agreement:

     3.1  LICENSOR  will not be  required  to  perform  any  additional  work or
functions in connection with the granting of the license except to turn over the
TECHNOLOGY.

     3.2 Within 30 (thirty) days after the EFFECTIVE DATE,  LICENSOR will supply
LICENSEE with all  TECHNOLOGY in its possession  (that has not  previously  been
disclosed) and that is reasonably  necessary or desirable to enable  LICENSEE to
work the  TECHNOLOGY and PATENTS on a commercial  scale.

     3.3 LICENSEE  shall not represent  that LICENSEE is an agent of LICENSOR or
vice versa.

     3.4  LICENSEE  agrees  to  comply  with all laws,  rules,  regulations  and
reasonable standards of LICENSOR with respect to the PATENTS and with respect to
development, manufacture, use and sale of PRODUCTS.

SECTION 4-  Confidentiality.

     4.1 During the term of this Agreement,  it is contemplated  that each party
will disclose to the other proprietary and confidential technology,  inventions,
technical  information,  biological  materials  and the like  which are owned or
controlled  by the party  providing  such  information  or which  that  party is
obligated  to  maintain  in  confidence  and  which is  designated  by the party
providing such information as confidential  ("Confidential  Information").  Each
party agrees to retain the other party's Confidential Information in

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confidence  and not to disclose  any such  Confidential  Information  to a third
party without the prior written consent of the party providing such  information
and to use the other party's  Confidential  Information only for the purposes of
this Agreement.

     4.2 The  obligations  of  confidentiality  will not  apply to  Confidential
Information which:

                    (i)  was known to the receiving  party or generally known to
                         the public prior to its disclosure hereunder; or

                    (ii) subsequently  becomes known to the public by some means
                         other than a breach of this Agreement;

                    (iii)is  subsequently  disclosed to the receiving party by a
                         third  party   having  a  lawful  right  to  make  such
                         disclosure;

                    (iv) is  required  by law or bona fide  legal  process to be
                         disclosed, provided that the party required to make the
                         disclosure  takes all reasonable  steps to restrict and
                         maintain   confidentiality   of  such   disclosure  and
                         provides  reasonable  notice to the party providing the
                         Confidential Information; or

                    (v)  is approved for release by the parties, or

                    (vi) is  independently  developed by the employees or agents
                         of  either   party   without  any   knowledge   of  the
                         Confidential Information provided by the other party.

         SECTION 5 - PATENTS.

     5.1 Until the PATENTS  are  purchased  by  LICENSEE,  LICENSOR  shall file,
prosecute and maintain PATENTS, and LICENSEE shall bear all the reasonable costs
and expenses for the filing, prosecution and maintenance of such PATENTS.

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     5.2 With respect to any PATENTS,  each patent  application,  office action,
response to office  action,  request for  terminal  disclaimer,  and request for
reissue or reexamination  of any patent issuing from such  application  shall be
provided  to  LICENSEE  sufficiently  prior to the  filing of such  application,
response or request to allow for review and comment by LICENSEE.  LICENSOR shall
have the right to take any action that in its judgement is necessary to preserve
such PATENTS.

     5.3 Upon  exercise of the Purchase  Option and payment of the purchase fee,
LICENSEE  shall be  responsible  for  filing,  prosecution  and  maintenance  of
PATENTS. 

SECTION 6 - Compensation.

     6.1 (a) In  consideration  for the License  granted  under this  Agreement,
LICENSEE agrees to pay to LICENSOR an up front License Fee of NLG 1,000,000 (one
million Dutch  Guilders).  Such License Fee shall be paid in accordance with the
following  payment  schedule: 

                    (i)  NLG 500,000 (five hundred  thousand Dutch  Guilders) on
                         the EFFECTIVE DATE.

                    (ii) NLG 250,000 (two hundred fifty thousand Dutch Guilders)
                         on the first  anniversary  of the EFFECTIVE  DATE;  and

                    (iii)NLG  250,000  (two   hundred   fifth   thousand   Dutch
                         Guilders) on the second  anniversary  of the  EFFECTIVE
                         DATE.

     In the event any payment is not paid or this Agreement is terminated,  then
any unpaid portion of the NLG 1,000,000  shall be  immediately  due and payable.

     (b) LICENSEE shall pay to LICENSOR the following running royalty:

                    (i)  Until exercise of the Purchase  Option, a royalty equal
                         to five  percent  (5%) of the NET  SALES  VALUE  of all
                         PRODUCTS   sold  by   LICENSEE,   its   AFFILIATES   or
                         SUBLICENSEE. After exercise of the Purchase Option such
                         royalty shall be reduced to two percent (2%).

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                    (ii) Beginning in year three of this Agreement,  the minimum
                         royalty shall be NLG 10,000 per year until the Purchase
                         Option is exercised.  Accordingly,  the minimum royalty
                         shall  be  paid  on  July  1,  2000  and  each  July  1
                         thereafter until the Purchase Option is exercised.  The
                         minimum  royalty  payment  of NLG  10,000 for each year
                         shall be credited  until  exhausted,  but only  against
                         royalties  due  for the  next  four  calendar  quarters
                         beginning with the July 1st quarter.

                    (iii)Upon exercise of the Purchase  Option,  LICENSEE  shall
                         receive a one time credit of NLG 400,000  (four-hundred
                         thousand  Dutch  Guilders)  with  respect  to  the  two
                         percent  (2%)  running  royalty.   In  addition,   upon
                         exercise  of the  Purchase  Option,  LICENSEE  shall be
                         obligated  to pay  the  royalties  due  under  the  STW
                         agreement.

     (c) The royalty  term on a PRODUCT by PRODUCT and country by country  basis
shall be for ten  (10)  years  from  FIRST  COMMERCIAL  SALE of a  PRODUCT  in a
country.  If at the end of such ten (10) years a PRODUCT is covered by a PATENT,
the royalty shall continue until the PRODUCT is not covered by a PATENT.

     6.2  LICENSEE  shall  keep,  and shall  cause  each of its  AFFILIATES  and
SUBLICENSEES  to  keep,  full  and  accurate  books of  account  containing  all
particulars  that may be necessary for the purpose of calculating  all royalties
payable to  LICENSOR.  Such books of  account  shall be kept at their  principal
place of business and, with all necessary  supporting data shall,  for the three
(3) years  next  following  the end of the  calendar  year to which  each  shall
pertain be open for inspection by an independent certified accountant reasonably
acceptable to LICENSEE upon  reasonable  notice during normal  business hours at
LICENSOR's

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expense for the sole purpose of verifying royalty  statements or compliance with
this  Agreement,  but in no event  more than  once in each  calendar  year.  All
information  and data  offered  shall be used only for the purpose of  verifying
royalties and shall be treated as LICENSEE  Confidential  Information subject to
the  obligations  of  this  Agreement.   All  royalty   underpayments  shall  be
immediately due and payable.  In the event that such  inspection  shall indicate
that in any  calendar  year that the  royalties  which  should have been paid by
LICENSEE are at least five  percent (5%) greater than those which were  actually
paid by LICENSEE, then LICENSEE shall pay the cost of such inspection.


     6.3 With each quarterly payment,  LICENSEE shall deliver to LICENSOR a full
and  accurate  accounting  to include at least the  following  information: 

     (a)  Quantity  of each  PRODUCT  subject to royalty  sold (by  country)  by
LICENSEE, and its AFFILIATES and sublicensees;

     (b) Total invoiced sales for each PRODUCT subject to royalty (by country);

     (c) Deductions  permitted  against invoiced sales for calculating NET SALES
VALUE,

     (d) Total royalties payable to LICENSOR.

     (e) Any other information  reasonably requested by LICENSOR for determining
royalties  due to LICENSOR. 

     6.4 In each year the amount of royalty due shall be calculated quarterly as
of March 31, June 30,  September  30 and December 31 (each as being the last day
of an "Accounting  Period") and shall be paid  quarterly  within the thirty days
next  following  such  date,  every  such  payment  shall  be  supported  by the
accounting  prescribed  in  Paragraph  6.3 and shall be made in Dutch  Guilders.
Whenever royalty  conversion from any foreign  currency shall be required,  such
conversion  shall be calculated at the average rate of exchange for the calendar
quarter based on the daily rate of exchange for the calendar quarter.

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     6.5 Any tax  required  to be  withheld  by  LICENSEE  under the laws of any
foreign country for the account of LICENSOR,  shall be promptly paid by LICENSEE
for and on behalf of LICENSOR to the  appropriate  governmental  authority,  and
LICENSEE shall furnish  LICENSOR with proof of payment of such tax. Any such tax
actually paid on LICENSOR's  behalf shall be deducted from royalty  payments due
LICENSOR.


         SECTION 7 - Infringement

         7.1 If any of the PATENTS under which LICENSEE is licensed hereunder is
infringed by a third party, LICENSEE shall have the right and option but not the
obligation to bring an action for  infringement,  at its sole  expense,  against
such third party in the name of LICENSOR and/or in the name of LICENSEE,  and to
join LICENSOR as a party  plaintiff if required.  LICENSEE shall promptly notify
LICENSOR of any such  infringement  and shall keep  LICENSOR  informed as to the
prosecution of any action for such infringement. No settlement, consent judgment
or other voluntary final disposition of the suit which adversely affects PATENTS
may be entered  into without the consent of LICENSOR,  which  consent  shall not
unreasonably  be  withheld.  LICENSEE  agrees  to  indemnify  and hold  LICENSOR
harmless  from any and all  damages,  costs and  expenses  which arise out of or
result from any action brought by LICENSEE under 7.1(a).

         7.2  In  the  event  that  LICENSEE  does  not  pursue  an  action  for
infringement,  upon within thiry (30) days after notice that an unlicensed third
party is an infringer of PATENTS  licensed to LICENSEE,  LICENSOR shall have the
right and  option,  but not the  obligation  at its cost and expense to initiate
infringement litigation and to retain any recovered damages.

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         7.3 In the event  that  litigation  against  LICENSEE  or  LICENSOR  is
initiated by a third-party charging  infringement of a patent of the third party
as a result of the  manufacture,  use or sale by LICENSEE of PRODUCT  covered by
PATENTS,  LICENSEE shall promptly  notify  LICENSOR in writing thereof and shall
defend the parties hereto. LICENSEE shall bear all costs as to any such defense.

           SECTION 8 - Warranties.

     8.1 Each of LICENSOR and LICENSEE warrants and represents to the other that
it has the full right and authority to enter into this Agreement, and that it is
not aware of any impediment which would inhibit its ability to perform the terms
and conditions imposed on it by this Agreement.


     8.2 EXCEPT AS  OTHERWISE  EXPRESSLY  SET FORTH IN THIS  AGREEMENT  LICENSOR
MAKES NO  REPRESENTATIONS  OR EXTENDS ANY WARRANTIES OF ANY KIND, EITHER EXPRESS
OR  IMPLIED,  INCLUDING,  BUT NOT  LIMITED TO,  WARRANTIES  OF  MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE,  NON-INFRINGEMENT OR VALIDITY OF ANY PATENT OR
OTHER INTELLECTUAL PROPERTY RIGHTS. LICENSOR SHALL NOT BE LIABLE FOR ANY DAMAGES
ARISING AS A RESULT OF THIS AGREEMENT,  INCLUDING,  BUT NOT LIMITED TO, SPECIAL,
CONSEQUENTIAL,  PUNITIVE, INDIRECT DAMAGES OR INJURIES AND/OR LOSS OF PROFITS OR
REVENUES  OF LICENSEE OR ANY THIRD  PARTY. 

          SECTION 9 -  Indemnification. 

     9.1 (a)  LICENSEE  agrees to  indemnify  and hold  harmless  LICENSOR,  its
directors,  officers, employees, and agents, against any and all actions, claims
(specifically including, but not limited to,

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any  damages  based  on  product  liability  claims),  suits,  losses,  demands,
judgments,  and other  liabilities  (including  attorney's  fees until  LICENSEE
assumes the defense as described  below)  asserted by third parties,  government
and  non-government,  resulting  from or arising out of this  Agreement  or as a
result  of  the  manufacture,  use  or  sale  of  PRODUCTS  and/or  any  alleged
infringement  by the  PATENTS  or other  statutory  or common  law  intellectual
property rights of a third party or any alleged passing off at common law or act
of unfair  competition  against a third party or  deception  or confusion of the
public related thereto.  If any such claims or actions are made,  LICENSOR shall
be defended  at  LICENSEE's  sole  expense by counsel  selected by LICENSEE  and
reasonably  acceptable to LICENSOR.  In the event that LICENSEE does not provide
acceptable counsel, LICENSOR shall have the right to select counsel and LICENSEE
shall pay the cost and expense  thereof.

     (b) LICENSOR  shall  notify  LICENSEE  promptly of any claim or  threatened
claim under this Section and shall fully cooperate with all reasonable  requests
of LICENSEE  with  respect  thereto.

     (c) The provisions of Section  9.1(a) shall be applicable  whether or not a
claim is rightfully  brought.


     SECTION 10- Assignment; Successors.

     10.1 This Agreement  shall not be assignable by LICENSEE  without the prior
written consent of LICENSOR. 

     10.2 Subject to the limitations on assignment herein,  this Agreement shall
be binding  upon and inure to the benefit of said  successors  in  interest  and
assigns of LICENSEE and  LICENSOR.  Any such  successor or assignee of a party's
interest shall expressly assume in writing the performance of all the terms

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and  conditions  of this  Agreement  to be  performed  by said  party  and  such
Assignment  shall not relieve the Assignor of any of its obligations  under this
Agreement.


     SECTION 11 - Termination.

     11.1 Except as otherwise  specifically  provided  herein and unless  sooner
terminated pursuant to Paragraph 11.2 or 11.3 of this Agreement,  this Agreement
and the licenses and rights  granted  thereunder  shall remain in full force and
effect  until  the  expiration  of  LICENSEE'S   obligations  to  pay  royalties
hereunder,  at which time LICENSEE  shall have a fully  paid-up,  non-cancelable
license.

     11.2  Except as  provided  in  Section  2.5,  upon  breach of any  material
provisions of this  Agreement by LICENSEE,  in the event the breach is not cured
within sixty (60) days after written notice to the LICENSEE,  in addition to any
other  remedy  it may have,  LICENSOR  at its sole  option  may  terminate  this
Agreement.

     11.3  LICENSOR may  terminate  this  Agreement by giving  thirty (30) days'
written  notice to LICENSEE,  if LICENSEE  files for bankruptcy or bankruptcy of
LICENSEE is sought by a third party, or if the business of LICENSEE is placed in
the  possession of a receiver or a government  or government  agency or LICENSEE
becomes insolvent.

     11.4 Upon any termination of this Agreement LICENSEE,  at its option, shall
be entitled to finish any  work-in-progress  which is  completed  within six (6)
months of termination of this Agreement and to sell any completed inventory of a
PRODUCT  covered by this  Agreement  which remains on hand as of the date of the
termination,  so long as LICENSEE pays to LICENSOR the  royalties  applicable to
said  subsequent  sales in accordance  with the same terms and conditions as set
forth in this Agreement.

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11.5 In the event that this  Agreement  and/or the rights and  licenses  granted
under this Agreement to LICENSEE are  terminated,  any sublicense  granted under
this Agreement shall remain in full force and effect as a direct license between
LICENSOR and the  SUBLICENSEE  under the terms and  conditions of the sublicense
agreement,  subject to the  SUBLICENSEE  agreeing to be bound to LICENSOR  under
such  terms and  conditions  within  thirty  (30) days after  LICENSOR  provides
written notice to the  SUBLICENSEE of the  termination of LICENSEE's  rights and
licenses  under this  Agreement.  At the  request  of  LICENSEE,  LICENSOR  will
acknowledge to a SUBLICENSEE  LICENSOR's  obligations to the  SUBLICENSEE  under
this paragraph.


     11.6 The obligations of Sections 4, 6.1, 8.2, 9, 11.4,  11.5,  11.6,  11.7,
11.8,  12.2 and 12.4 of this  Agreement  shall survive any  termination  of this
Agreement.

     11.7 In the event that the Agreement is  terminated or the license  granted
to  LICENSEE  becomes  non-exclusive,  LICENSEE  hereby  grants  to  LICENSOR  a
royalty-bearing,  non-exclusive  license to all patents and patent  applications
owned by LICENSEE which cover  PRODUCTS as well as to the technical  information
directed  thereto.  A  reasonable  royalty  shall be agreed  to by the  parties.

     11.8 Upon  termination  of this  Agreement for any reason,  nothing  herein
shall be construed  to release  either  party from any  obligation  that matured
prior   to  the   effective   date   of  such   termination. 

          SECTION 12 - General Provisions. 

     12.1 The relationship  between LICENSOR and LICENSEE is that of independent
contractors.  LICENSOR and LICENSEE are not joint venturers, partners, principal
and agent,  master and servant,  employer or employee,  and have no relationship
other than as independent contracting parties. LICENSOR

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shall  have no power  to bind or  obligate  LICENSEE  in any  manner.  Likewise,
LICENSEE shall have no power to bind or obligate LICENSOR in any manner.

     12.2 Any matter or disagreement  or claim under this  Agreement,  including
interlocutory or preliminary measures,  shall be solely and exclusively referred
to and resolved by the competent  court in Amsterdam,  the  Netherlands,  unless
mandatory provisions of the laws of the Netherlands prescribe otherwise.

     12.3 This  Agreement  sets forth the  entire  agreement  and  understanding
between the parties as to the subject  matter  thereof and  supersedes all prior
agreements in this respect.  There shall be no  amendments or  modifications  to
this Agreement, except by a written document which is signed by both parties.

     12.4 This Agreement  shall be construed and enforced in accordance with the
laws of the Netherlands without reference to its choice of law principles.

     12.5 The headings in this Agreement have been inserted for the  convenience
of reference  only and are not intended to limit or expand on the meaning of the
language  contained  in the  particular  article or  section. 

     12.6 Any delay in enforcing a party's  rights  under this  Agreement or any
waiver as to a particular  default or other matter shall not constitute a waiver
of a party's right to the future enforcement of its rights under this Agreement,
excepting  only as to an expressed  written and signed waiver as to a particular
matter for a particular period of time. 

     12.7 Notices.  Any notices  given  pursuant to this  Agreement  shall be in
writing and shall be deemed to have been given and delivered upon the earlier of
(i) when  received at the address set forth  below,  or (ii) three (3)  business
days after mailed by certified or registered mail postage prepaid and properly

                                      E-35
<PAGE>

addressed,  with  return  receipt  requested,  or (iii) on the day when  sent by
facsimile  as  confirmed  by certified  or  registered  mail.  Notices  shall be
delivered to the respective parties as indicated:


                        To LICENSOR:      H.C. Implants B.V.
                                          Zernikedreef 6
                                          (2333GK) Leiden, the Netherlands

                        Copy to:          Carella, Byrne, Bain, Gilfillan,
                                          Cecchi, Stewart & Olstein
                                          6 Becker Farm Road
                                          Roseland, New Jersey 07068
                                          Fax no.(201)994-1744
                                          Attn: Elliot M. Olstein, Esq.

                        To LICENSEE:      Matrix Medical Holding B.V.
                                          Professor Bronkhorsvlaan, Building 57
                                          (3723MB) Bilthoven, The Netherlands


                                          cc:

     12.8 Only if required by law and/or regulations,  the PRODUCTS manufactured
by or through  LICENSEE will be marked  legibly with a statement that it is made
under a license from  LICENSOR and  containing a reference to the PATENTS as may
be relevant.

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date set forth above.

/s/ MICHAEL J. JEFFRIES                            /s/ CLEMENS VAN BLITTERSWIJK
-----------------------                            ----------------------------
H.C. Implants, B.V.                                Matrix Medical Holding B.V.
Date:    June 18, 1997                             Date:   June 25, 1997
By:      Michael Jeffries                 By:      Clemens van Blitterswijk


                                      E-36

<PAGE>


                                     PATENTS

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
Master Name                                                            Serial No.        Status           Your File       Country
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>               <C>              <C>    <C>         
Tissue Adhesion (Barrier); Method for preventing tissue adhesion       08/279,811        5,480,436        525400-99       USA
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Tissue Adhesion (Barrier); Method for preventing tissue adhesion       08/078,350        5,508,306        525400-84       USA
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Tissue Adhesion (Barrier); Method for preventing tissue adhesion       P9:4011           Pending          525400-123      Norway
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Tissue Adhesion (Barrier); Method for preventing tissue adhesion       939108098         Pending          525400-127      Europe
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Tissue Adhesion (Barrier); Method for preventing tissue adhesion       70382394          Pending          525400-129      S. Korea
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Tissue Adhesion (Barrier); Method for preventing tissue adhesion       5-519441          Pending          525400-130      Japan
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Tissue Adhesion (Barrier); Method for preventing tissue adhesion       5155493           Pending          525400-131      Australia
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Tissue Adhesion (Barrier); Method for preventing tissue adhesion       21:8520           Pending          525400-132      Canada
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Artificial Skin                                                        574654            5,147,401        525400-151      USA
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Substrate for treating skin defect (Second PolyActive 
artificial skin)                                                       08/298,411        Pending          525400-112      USA
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Artificial Skin                                                        79107321          48126            525400-77       Taiwan
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Artificial Skin                                                        902023472         0416702          525400-76       Europe
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Artificial Skin                                                        9014038           Pending          525400-75       S. Korea
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Prosthetic Devices formed from materials having 
bone-bonding properties and uses                                       08/389,303        Pending          525400-126      USA
therefor.
Devices of method?
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Prosthetic Devices formed from materials having bone-bonding
properties and uses                                                     08/089,857        Pending          525400-68       USA
therefor.
Devices of method?
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Prosthetic Devices formed from materials having bone-bonding 
properties and uses                                                     892020226.0       357155           525400-69       Europe
therefor
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Prosthetic Devices formed from materials having bone-bonding
properties and uses                                                     12421/1989        Pending          525400-78       S. Korea
therefor
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Prosthetic Devices formed from materials having bone-bonding
properties and uses                                                     576657            Pending          525400-132      Canada
therefor
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Prosthetic Devices formed from materials having bone-bonding
properties and uses                                                     78106788          47733            525400-79       Taiwan
therefor
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Polyester ester copolymers as drug delivery matrices                   08/699,896        Pending          525400-157      USA
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      E-37
<PAGE>

                                   APPENDIX B

                               PATENT ASSIGNMENT


     This Assignment, effective as of the _____ day of __________, 199_, 

                                    W I T N E S S E T H:

     WHEREAS, H.C. Implants,  B.V., organized and existing under the laws of the
Netherlands,  having a place of business at Leiden, the Netherlands (hereinafter
"Assignor"), is the owner of all right, title and interest in and to the Patents
and Patent Applications and their foreign counterparts, identified on Appendix A
attached hereto, and the inventions claimed in said identified  patents,  patent
applications and certificates of inventions (hereinafter,  "the Property");  and


     WHEREAS,  Matrix Medical  Holding,  B.V.,  organized and existing under the
laws  of  the  Netherlands,  having  a  place  of  business  at  Bilthoven,  the
Netherlands  (hereinafter,  "Assignee"),  is  desirous of  acquiring  the entire
right, title and interest in and to the Property.

     NOW,  THEREFORE,  for the  consideration  as set forth in the  License  and
Option  Agreement  dated as of  __________________,  1997  between  Assignor and
Assignee,  and for  other  good and  valuable  consideration,  the  receipt  and
sufficiency of which is hereby acknowledged,  Assignor does hereby assign, sell,
transfer,  convey and grant  Assignee,  its successors  and assigns,  the entire
right,  title and interest in and to the Property,  including the right to apply
for,  Letters Patent and  certificates  of invention in Assignee's  name for the
aforesaid inventions in the United States and all countries foreign thereto, and
all reissues, extensions, renewals, reexaminations,  divisions and continuations
with respect to the  Property,  from the date hereof to the full end of the term
or terms for which the Property may be issued, the same to be held

                                     E-38
<PAGE>

and enjoyed by Assignee,  its  successors and assigns to the same extent that it
would have been held and  enjoyed by Assignor  if this  Assignment  had not been
made.

     Assignor  authorizes  and requests the Office of Patents and  Trademarks of
the  Netherlands  and the  corresponding  offices  of  countries  foreign to the
Netherlands to issue all Letters Patent which may issue on a patent  application
included in the Property to Assignee,  its successors and assigns, in accordance
with this Patent Assignment.

     Assignor  binds  itself,  as  well as its  successors,  assigns  and  legal
representatives to execute and deliver to Assignee,  its successors and assigns,
any further documents or instruments and do any and all further acts that may be
necessary  to vest in Assignee,  its  successors  and assigns,  the title herein
conveyed,  or intended so to be, and to the extent possible to enable such title
to be recorded in the Dutch Patent  Office and in the  corresponding  offices of
countries foreign to the Netherlands.

     Assignor  further  covenants,  and  agrees  that it will at any  time  upon
request communicate to Assignee, its successors and assigns, any facts pertinent
to the validity or enforceability of the Property and the history thereof, known
to Assignor or to its successors and assigns.

                                      E-39
<PAGE>

     IN WITNESS  WHEREOF,  the Assignor has caused these presents to be executed
by a duly authorized corporate officer this ______ day of _______________, 1997.

ATTEST:                                           H.C. IMPLANTS, B.V. (Assignor)


________________________                     By:______________________________



DATE: __________________                     Title:____________________________




COUNTRY OF                :
                                  :  SS
COUNTY OF                 :


         Before  me  this  ________  day  of  ______________,  1997,  personally
appeared the  above-named  _________________  to me known,  who being by me duly
sworn according to law, on his oath,  stated that he is the  ___________________
of H.C. Implants, B.V. and acknowledged that he signed, sealed and delivered the
foregoing instrument as the free and voluntary act and deed of said corporation.



------------------------------
Notary Public
My commission expires ______________



                                      E-40