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                                                                    EXHIBIT 10.5


January 2, 1998

Mr. Jeffrey L. Kaiser
1907 Carmelita Drive
San Carlos, CA  94070


Dear Jeffrey:

The following sets forth the terms of your employment with UroQuest:

Position/Title:         Vice President, Chief Financial Officer, Secretary and
                        Treasurer

Salary:                 Salary of $140,000 per annum to be reviewed by the
                        President/CEO and the Compensation Committee at our
                        annual increase time of April 1 each year.

Bonus:                  30% (maximum) of salary based on objectives to be
                        mutually agreed upon with the Compensation Committee.
                        Such objectives will be a combination of personal as
                        well as corporate targets.

Stock Options:          120,000 shares whose vesting will occur over a
                        four (4) year period commencing with your start of
                        employment. The price of those options was based on the
                        fair market price at the date of grant.

Vacation:               You will be entitled to two weeks paid vacation per
                        year. This will be increased to three weeks at the
                        completion of your fifth year of service.

Benefits:               UroQuest will provide customary benefits such as
                        medical, dental and life insurance. Each employee will
                        be required to make certain contributions toward this
                        coverage. In addition, UroQuest sponsors a 401(K) plan
                        that allows each employee to contribute up to 15% of his
                        or her salary to the plan. The Company will match, at a
                        100% rate, up to 4% of your salary contribution. You
                        will become eligible to participate in the 401(K) plan
                        on your one-year anniversary.
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Mr. Jeffrey L. Kaiser
January 2, 1998
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Proprietary 
  Information:          You agree to execute the Company's standard form of
                        employee proprietary information and inventions
                        agreement.

Resolution of 
  Disputes; 
  Arbitration:          Any disputes between the parties relating in any way to
                        this Agreement, including without limitation, the
                        termination of your employment with UroQuest, shall be
                        resolved by arbitration.

Successors;
  Entire Agreement:     This Agreement shall be binding upon any successor to
                        the Company, whether direct or indirect and whether by
                        purchase, lease, merger, consolidation, liquidation or
                        otherwise. The terms of this Agreement and all your
                        rights hereunder shall inure to the benefit of, and be
                        enforceable by, your personal or legal representatives,
                        executors, administrators, successors, heirs,
                        distributees, devisees and legatees. The terms of this
                        Agreement, including the terms of the proprietary
                        information and inventions agreement to be executed, are
                        intended by the parties to be the final expression of
                        their agreement with respect to your employment by the
                        Company and may not be contradicted by evidence of any
                        prior contemporaneous agreements. If any provision of
                        this Agreement, or the application thereof, shall be
                        held to be invalid or unenforceable, or void, the
                        remainder of this Agreement shall remain in full force
                        and effect.

Amendment;
  Governing Law:        This Agreement may not be amended or modified except by
                        a writing signed by you and the Company. The terms of
                        this Agreement and the resolution of disputes shall be
                        governed by California law.

At Will:                Employee's employment with the Company may be terminated
                        at any time, with or without cause, or for any or no
                        cause, with or without notice.
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Mr. Jeffrey L. Kaiser
January 2, 1998
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Option Acceleration:    If your employment with the Company terminates as a
                        result of an Involuntary Termination other than for
                        Cause at anytime within twelve (12) months after a
                        Change of Control, then the vesting and exercisability
                        of each unvested option granted to you by the Company
                        (the "Options") shall be automatically accelerated in
                        full; provided, however, that if it is determined by the
                        Company's independent public accountants that such
                        acceleration would preclude accounting for the Change of
                        Control as a pooling of interests for financial
                        accounting purposes, and it is a condition to the
                        closing of the Change of Control that the transaction be
                        accounted for as a pooling of interests, then the
                        vesting and exercisability of the Options shall not
                        accelerate pursuant to this Section.

Definitions:            (a) Cause. "Cause" shall mean the occurrence of any one
                        or more of the following: (i) the Employee's conviction
                        by, or entry of a plea of guilty or nolo contender in, a
                        court of final jurisdiction for any crime which
                        constitutes a felony in the jurisdiction involved (other
                        than a felony traffic offense); (ii) the Employee's
                        misappropriation of funds or commission of a material
                        act of fraud, whether prior or subsequent to the date
                        hereof, upon the Company; (iii) gross negligence by the
                        Employee in the scope of the Employee's services to the
                        Company; (iv) a willful breach by the Employee of a
                        material provision of this Agreement; or (v) a willful
                        failure of the Employee to substantially perform his
                        duties hereunder. Notwithstanding the foregoing, the
                        Employee shall not be deemed to have been terminated for
                        Cause under clause (iii), (iv) or (v) of this Section
                        8(a) unless the Company delivers a written notice to the
                        Employee setting forth the reasons for the Company's
                        intention to terminate for Cause and specifically
                        identifying the manner in which the Company believes
                        that the Employee has engaged in such conduct, which
                        conduct is not substantially corrected by the Employee
                        within 10 days following his receipt of such notice, and
                        provides the Employee with an opportunity, together with
                        his counsel, if any, to be heard by the Company.

                        (b) Change of Control. "Change of Control" shall
                        mean the occurrence of any of the following events:

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Mr. Jeffrey L. Kaiser
January 2, 1998
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                        (i) The approval by shareholders of the Company of a
                        merger or consolidation of the Company with any other
                        corporation, other than a merger or consolidation which
                        would result in the voting securities of the Company
                        outstanding immediately prior thereto continuing to
                        represent (either by remaining outstanding or by being
                        converted into voting securities of the surviving
                        entity) more than fifty percent (50%) of the total
                        voting power represented by the voting securities of the
                        Company or such surviving entity outstanding immediately
                        after such merger or consolidation;

                        (ii) Any approval by the shareholders of the Company of
                        a plan of complete liquidation of the Company or an
                        agreement for the sale or disposition by the Company of
                        all or substantially all of the Company's assets; or

                        (iii) Any "person" (as such term is used in Sections
                        13(d) and 14(d) of the Securities Exchange Act of 1934,
                        as amended) becoming the "beneficial owner" (as defined
                        in Rule 13d-3 under said Act), directly or indirectly,
                        of securities of the Company representing 50% or more of
                        the total voting power represented by the Company's then
                        outstanding voting securities.

                        (c) Involuntary Termination. "Involuntary Termination"
                        shall mean (i) without the Employee's express written
                        consent, a significant reduction of the Employee's
                        duties, position or responsibilities relative to the
                        Employee's duties, position or responsibilities in
                        effect immediately prior to such reduction, or the
                        removal of the Employee from such position, duties and
                        responsibilities, unless the Employee is provided with
                        comparable duties, position and responsibilities;
                        provided, however, that a reduction in duties, position
                        or responsibilities solely by virtue of the Company
                        being acquired and made part of a larger entity (as, for
                        example, when the VP R&D of the Company remains as such
                        following a Change of Control but is not made the VP R&D
                        of the acquiring corporation) shall not constitute an
                        "Involuntary Termination" (ii) a reduction by the
                        Company of the Employee's base salary as in effect
                        immediately prior to such reduction; (iii) a
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Mr. Jeffrey L. Kaiser
January 2, 1998
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                        material reduction by the Company in the kind or level
                        of employee benefits to which the Employee is entitled
                        immediately prior to such reduction with the result that
                        the Employee's overall benefits package is significantly
                        reduced; (iv) without the Employee's express written
                        consent, the relocation of the Employee to a facility or
                        a location more than fifty (50) miles from his current
                        location; (v) any purported termination of the Employee
                        by the Company which is not effected for Cause or for
                        which the grounds relied upon are not valid; or (vi) the
                        failure of the Company to obtain the assumption of this
                        Agreement by any successors.


Sincerely,
UROQUEST MEDICAL CORPORATION

/s/ TERRY E. SPRAKER
Terry E. Spraker, Ph.D.
President and Chief Executive Officer

ACCEPTED:   /s/ JEFFREY L. KAISER
            -------------------------
            Jeffrey L. Kaiser