BEI MEDICAL SYSTEMS COMPANY, INC.
                              CONSULTING AGREEMENT


     THIS  AGREEMENT  is made by BEI MEDICAL  SYSTEMS,  INC.,  ("BEI") and RALPH
RICHART,  M.D., an  individual  residing at 350 Shore Drive,  Oakdale,  New York
11769 ("Contractor"),  effective March 1, 1998, for the purpose of setting forth
the  exclusive  terms  and  conditions  by which BEI will  acquire  Contractor's
services on a temporary basis.

     In consideration of the mutual obligations  specified in this Agreement and
any compensation  paid to Contractor for her or his services,  the parties agree
to the following:

     1. Work To Be Performed.

          (a) Contractor will use his "best efforts" to consult with the Company
     on matters  that may come  before the  management  team in areas of medical
     research and clinical information, including but not limited to:

               (i) the review of protocol(s) and method(s) for clinical  studies
          within the Territory defined on Schedule A (the "Territory");

               (ii)   participation   in  planning  and   preparation   for  and
          participation in BEI-sponsored workshops,  anticipated to be scheduled
          at rate of six per  twelve  month  period  and to require up to twelve
          man-days of Consultant's time per twelve month period;

               (iii)   participation   in  the  preparation  and  submission  of
          abstracts  for  presentation  at major  clinical  meetings  within the
          Territory (AAGL/ACOG type meetings);

               (iv)  communicating  with  Federal  Drug  Administration  ("FDA")
          officials;

               (v) reviewing  documents to be submitted to the FDA for accuracy,
          completeness and scientific consistency;

               (vi) reviewing and interpreting tissue samples in response to FDA
          inquiries;

               (vii)  reviewing  clinical  and  scientific  papers  and  reports
          presented to BEI concerning BEI products; and

               (viii)  representing BEI in communications with FDA investigators
          for scientific  affairs,  clinical  affairs and historical  procedural
          issues in  connection  with the  FDA's  Phase 3  investigation  of the
          HydroThermAblator(R) (the "HTA(R)").


                                       1.
<PAGE>


          (b) BEI is not  obligated to issue any  additional  orders for work by
     Contractor under this Agreement.  Contractor  should not commence  services
     under this  Agreement  until this  Agreement is signed and  delivered by an
     authorized representative of BEI.

          (c) It is  understood  that  Contractor is presently  affiliated  with
     Columbia  University (the  "Institution").  Services  performed pursuant to
     this  Agreement  shall be performed  during such hours and on such terms as
     shall not conflict with  Contractor's  responsibilities  and obligations to
     the Institution.

     2. Rate and  Method  of  Payment.  As full and  complete  compensation  for
Contractor's  services  and for the  discharge of all  Contractor's  obligations
hereunder, BEI shall:

          (a)  Subject  to  approval  of  the  Board  of   Directors   or  BEI's
     Compensation  Committee,  as applicable,  award  Contractor  fifty thousand
     (50,000) shares of BEI common stock in exchange for services to be rendered
     under this Agreement, subject to the following conditions:

               (i) ten thousand (10,000) of the shares of BEI common stock shall
          be granted outright in consideration of prior service and shall not be
          subject  to  vesting  or  forfeiture  to BEI if  this  Agreement  were
          terminated  prior  to the  end of the  Initial  Term  (as  hereinafter
          defined);

               (ii) forty  thousand  (40,000) of the shares of BEI common  stock
          shall vest at the rate of 1,666  shares  per month for 23 months  with
          1,682  shares  vesting in the 24th  month such that all 40,000  shares
          shall be fully vested at the end of 24 months;

               (iii) the unvested shares of BEI common stock shall revert to BEI
          upon any termination of this Agreement prior to the end of the Initial
          Term;

               (iv) the  unvested  shares of BEI common stock shall be placed in
          escrow with BEI and  Contractor  shall  execute and deliver to BEI two
          stock  assignments,  duly  endorsed  (with  date and  number of shares
          blank),  to  facilitate  the  transfer of unvested  shares of BEI upon
          termination of this Agreement prior to the end of the Initial Term;

               (v) Contractor  and BEI shall execute a stock purchase  agreement
          containing  the  provisions  identified  above  and  any  other  terms
          reasonably  necessary  in the judgment of BEI within 21 days after the
          execution of this Agreement.

          (b) In accordance with BEI's travel policy,  reimburse  Contractor for
     travel and other  out-of-pocket  costs  reasonably  incurred  by him in the
     course of performing services under this Agreement;  provided however, that
     BEI shall not be obligated  hereunder  unless (i) BEI has agreed in advance
     to reimburse such costs and (ii) Contractor  provides BEI with  appropriate
     receipts or other relevant  documentation for all such costs as part of any
     submission by Contractor for reimbursement.



                                       2.
<PAGE>

          (c) Pay Contractor a commission of one thousand dollars ($1,000.00) by
     the  thirtieth  day after  the end of each  calendar  quarter  for each HTA
     Hardware  Unit sold and shipped in the Territory by BEI and paid for by the
     customer  prior to the  termination or expiration of this  Agreement.  This
     commission is payable in arrears in U.S.  Dollars on cash amounts  actually
     paid to and  received  by BEI during  the  immediately  preceding  calendar
     quarter for orders solicited from parties in the Territory, accepted by BEI
     and delivered by BEI within the Territory.

          (d)  Within  30  days  after  the end of each  calendar  quarter,  pay
     Contractor a commission  equal to two percent (2%) of the Net Invoice Price
     of HTA  Disposables  (as  hereinafter  defined on  Schedule  B) included in
     orders solicited and received by BEI prior to the first  anniversary of the
     termination or expiration of this Agreement.  This commission is payable in
     arrears in U.S.  Dollars on cash amounts  actually  paid to and received by
     BEI during the immediately  preceding calendar quarter for orders solicited
     from parties within the Territory,  accepted by BEI and delivered by BEI to
     users within the  Territory.  "Net Invoice  Price" shall mean BEI's billing
     price  less  refunds,  returns,   commissions  payable  to  third  parties,
     packaging, insurance, duty, shipping costs, taxes, and allowances granted.

          (e) Make and keep full and  accurate  books and records in  sufficient
     detail to enable commissions  payable hereunder to be determined.  On seven
     (7)  days  prior  written  notice  to  BEI,  independent  certified  public
     accountants  nominated and paid by Contractor shall have full access to the
     books and records of BEI pertaining to activities  under this Agreement and
     shall have the right to make copies therefrom at Contractor's expense. Said
     certified  public  accounts  shall  have such  access  at all  commercially
     reasonable times during normal business hours.  Prompt  adjustment shall be
     made by BEI to  compensate  for any errors or  omissions  disclosed by such
     audit and  agreed to by BEI.  Contractor  agrees to hold  confidential  all
     information  learned in the course of any  examination  of BEI's  books and
     records  hereunder,  except when it is necessary  for  Contractor to reveal
     such  information  in order to enforce his rights  under this  Agreement in
     court, or similar dispute  resolution or enforcement  proceeding or action,
     or when compelled by law, and shall take all reasonable  steps necessary to
     prevent the public  dissemination of such information given BEI's status as
     a publicly-traded company.

     Contractor  shall not be entitled to a commission on any order solicited by
Contractor  which  is  rejected  by BEI,  regardless  of the  reason  for  BEI's
rejection, and no commission shall be payable on any orders that are canceled or
terminated for any reason. Subject to the provisions of Section 2(d), Contractor
shall not be entitled to a commission on any order solicited by Contractor which
is received by BEI after the  termination or expiration of this  Agreement.  If,
after a commission has been paid to Contractor for a product, BEI refunds any or
all of the purchase  price of such  product to the customer for any reason,  BEI
may deduct from future commissions all or the proper proportionate amount of the
commission previously paid to Contractor for such product or, at BEI's election,
require  Contractor  to repay BEI such  amount  within  thirty  (30) days  after
receiving notice of such election.

     Notwithstanding anything in this Agreement to the contrary, any part of any
amount payable to Contractor  hereunder may be reduced due to any  counterclaim,
set-off, adjustment or other right which BEI might have against Contractor.



                                       3.
<PAGE>

     All payments of  commissions  not disputed as to  correctness by Contractor
within two (2) years after receipt  thereof  shall  thereafter  conclusively  be
deemed correct for all purposes.

     3. Nondisclosure And Trade Secrets.

          (a)  During  the  term  of  this   Agreement  and  in  the  course  of
     Contractor's performance hereunder, Contractor may receive and otherwise be
     exposed to  confidential  and  proprietary  information  relating  to BEI's
     business  practices,  strategies and  technologies.  Such  confidential and
     proprietary  information may include but not be limited to confidential and
     proprietary  information  supplied  to  Contractor  with  the  legend  "BEI
     Confidential  and  Proprietary",   or  equivalent.   The  confidential  and
     proprietary information may include, but is not limited to, BEI's marketing
     and customer support  strategies,  BEI's financial  information,  including
     sales,  costs,  profits and pricing methods,  BEI's internal  organization,
     employee  information  and  customer  lists,  BEI's  technology,  including
     discoveries,   inventions,   research,   clinical  data,   test  data,  and
     development  efforts,  processes,  samples,  methods,  product know-how and
     show-how,  and all derivatives,  improvement and enhancements to any of the
     above and information of third parties as to which BEI has an obligation of
     confidentiality (collectively referred to as "Information").

          (b) Contractor  acknowledges  the confidential and secret character of
     the Information, and agrees that the Information is the sole, exclusive and
     extremely valuable property of BEI.  Accordingly,  Contractor agrees not to
     use the Information except in the performance of this Agreement, and not to
     disclose all or any part of the Information in any form to any third party,
     either  during or after the term of this  Agreement,  unless  necessary  to
     perform the tasks which are the subject of this Agreement. Upon termination
     of this Agreement for any reason,  including expiration of term, Contractor
     agrees to cease usage and to return to BEI all whole and partial copies and
     derivatives of the Information, whether in Contractor's possession or under
     Contractor's direct or indirect control.

          (c)  Contractor  shall not disclose or otherwise make available to BEI
     in any manner any  confidential  information of Contractor or  confidential
     information  received by Contractor  from third parties that  Contractor is
     not entitled to disclose.

          (d) Contractor agrees not to export, directly or indirectly,  any U.S.
     source technical data acquired from BEI or any products utilizing such data
     to any counties  outside the United States which export may be in violation
     of the United  States Export Laws or  Regulations.  Nothing in this section
     releases  Contractor from any obligation stated elsewhere in this Agreement
     not to disclose such data.

          (e) At all times, both during the term of this Agreement and after its
     termination,  Contractor  will keep in confidence and trust all Information
     and shall not use or disclose and  Information or anything  related to such
     information  without the written  consent of the Company,  except as may be
     required in the ordinary  course of performing  services as a Contractor to
     the Company.



                                       4.
<PAGE>

          (f)  Notwithstanding  subsection  (e) above,  Contractor  shall not be
     obliged to keep in Confidential Information which:

               (i) prior or after  the time of  disclosure  becomes  part of the
          public  knowledge  or  literature,  not as a result of any inaction or
          action of Contractor, or

               (ii) is approved in writing for release by the Company.

          (g) This Section 3 shall survive the termination of this Agreement for
     any reason, including expiration of term.

     4. Additional Activities.

          (a)  During  the  period  in  which  Contractor   provides   advisory,
     consulting  and related  services to and for the Company  (the  "Consulting
     Period"),   Contractor  will  not  directly  or  indirectly   (whether  for
     compensation or without compensation):

               (i) as an individual,  proprietor, partner, stockholder, officer,
          employee, consultant, director, joint venture, investor, lender, or in
          any other  capacity  whatsoever  (other than as the holder of not more
          than one  percent  (1%) of the total  outstanding  stock of a publicly
          held  company),  engage in any  business  activity  that  involves the
          development,  production,  marketing or selling of products, processes
          or  techniques  which  are,  directly  or  indirectly,  identical  to,
          substantially  similar to, or competitive  with products and processes
          or  techniques  of the  Company or other  businesses  involved  in the
          design or  production  of  medical  devices  utilized  in  gynecology,
          obstetrics or reproductive medicine (the "Field");

               (ii)  recruit,  solicit  or induce,  or  attempt  to induce,  any
          employee of or consultant to the Company to terminate their employment
          or consultancy or otherwise cease their relationship with the Company;
          or

               (iii)  solicit,  divert or take away,  or attempt to divert or to
          take away, the business or patronage of any of the clients,  customers
          or  accounts  of the  Company,  or  prospective  clients,  customer or
          accounts,  if any,  of the Company  that were  contact,  solicited  or
          served by Contractor during the term of this Agreement.

          (b)  During  the 180  days  following  termination  of the  Consulting
     Period,   Contractor   will  not  directly  or   indirectly   (whether  for
     compensation or without  compensation) engage in the activities  identified
     in paragraph 4(a)(i)-(iii),  above. For purposes of the prior sentence, the
     definition of the term "Field" shall mean engaging in any business activity
     that  involves  the  development,   production,  marketing  or  selling  of
     products,  processes  or  techniques  which are,  directly  or  indirectly,
     identical  to,  substantially  similar to, or  competitive  with  products,
     processes or techniques of the Company or other businesses  involved in the
     design or production of endometrial ablation products.

          (c)  The  restrictions  set  forth  in  paragraphs  4(a)  and  (b) are
     considered by the parties to be  reasonable  for the purposes of protecting
     the business of the Company.  However,  if


                                       5.
<PAGE>

     any such restriction is found by any court of competent  jurisdiction to be
     unenforceable  because it extends for too long a period of time or over too
     great a range of activities  or m too broad a geographic  area, it shall be
     interpreted  to extend  only  over the  maximum  period  of time,  range of
     activities or geographic areas as to which it may be enforceable.

          (d) After termination of this Agreement,  Contractor will disclose all
     patent  applications filed by him within a year after such termination.  At
     the time of each such disclosure,  Contractor will advise BEI in writing of
     any Inventions that  Contractor  believes are not subject to the assignment
     provisions of Section 8; and Contractor will at that time provide to BEI in
     writing all evidence necessary to substantiate that belief.

     5. No Conflicting Obligation.

          (a) Contractor represents that Contractor's  performance of all of the
     terms of this Agreement and Contractor's services as a consultant to BEI do
     not and will not breach any agreement to keep in confidence any proprietary
     information of another entity.

          (b)  Contractors  represents and warrants that his  performance of all
     terms  of  this  Consulting  Agreement  and  Contractor's   services  as  a
     consultant  to BEI do not and will not  conflict  with any  written or oral
     agreement.

     6. Reports.  Contractors  shall keep the President of BEI fully informed of
the Contractor's  activities under this Consulting Agreement and, at the request
of the President of BEI,  shall  discuss all matters  relating to the conduct of
the Contractor's  activities  hereunder with the Vice President of International
Sales  and the  Director,  Quality  and  Regulatory  Affairs,  or with any other
personnel  designated  by the President of BEI. If requested by the President of
BEI,  Contractor  shall  provide  the  President  of BEI  with  written  reports
describing  Contractor's  activities  under this Consulting  Agreement.  A final
written report shall be rendered to BEI within a reasonable period subsequent to
termination of the Agreement.

     7. Current Employment and Consulting  Relationships.  Contractor represents
that he is not currently a director, employee,  consultant,  advisor, partner or
stockholder of any third party in the Field.

     8. Ownership Of Work Product.

          (a) Contractor shall  specifically  describe and identify in Exhibit C
     to this  Agreement all technology  (i) which  Contractor  intends to use in
     performing  under  this  Agreement  (ii)  which is either  owned  solely by
     Contractor or licensed to Contractor with a right to sublicense,  and (iii)
     which is in existence in the form of a writing or working  prototype  prior
     to the effective date of this Agreement ("Background Technology").

          (b) Contractor agrees that any and all ideas, improvements, inventions
     and works of  authorship  conceived,  written,  created or first reduced to
     practice in the  performance of work under this Agreement shall be the sole
     and  exclusive  property  of BEI and  hereby  assigns to BEI 


                                       6.
<PAGE>

     all its  right,  title  and  interest  in and to any and  all  such  ideas,
     improvements, inventions and works of authorship.

          (c) Contractor  further agrees that except for Contractor's  rights in
     Background  Technology,  BEI is and shall be vested with all rights,  title
     and  interests  including  patent,  copyright,  trade secret and  trademark
     rights in all of Contractor's work product under this Agreement. Contractor
     hereby grants to BEI a  non-exclusive,  royalty free and worldwide right to
     use and  sublicense  the use of  Background  Technology  for the purpose of
     developing and marketing BEI products, but not for the purpose of marketing
     Background Technology separate from BEI products.

          (d)   Contractor   shall   execute   all  papers,   including   patent
     applications,   invention  assignments  and  copyright   assignments,   and
     otherwise  shaft  assist BEI as  reasonably  required  to  perfect  BEI the
     rights,  title and other interests in Contractor's  work product  expressly
     granted to BEI under this Agreement.  Costs related to such assistance,  if
     required, shall be paid by BEI.

     9. Indemnification.

          (a)  Contractor  agrees to take all necessary  precautions  to prevent
     injury to any persons  (including  employees  of BEI) or damage to property
     (including  BEI's  property)  during the term of this  Agreement  and shall
     indemnify  and hold harmless BEI and its  officers,  agents,  directors and
     employees against any claim, loss judgment,  liability,  expense (including
     reasonable  attorneys' and expert  witnesses' fees and costs) and injury to
     person or property (including death) resulting in any way from Contractor's
     willful misconduct,  breach of contract or negligence in the performance or
     failure to perform Contractor's obligations under this Agreement.

          (b) BEI agrees to indemnify and hold Contractor  harmless  against any
     claim, loss, judgment,  liability, expense (including reasonable attorneys'
     and expert  witnesses'  fees and  costs)  and injury to person or  property
     (including  death) to the extent of any act,  omission or negligence on the
     part of BEI resulting  during the  performance of the  Contractor's  duties
     under this Agreement.

          (c) In the event of the assertion or  commencement by an person of any
     claim or legal proceeding (whether against BEI or against any other person)
     with respect to which  Contractor  may become  obligated to hold  harmless,
     indemnify,  compensate or reimburse BEI or its affiliates  pursuant to this
     Section 9, BEI shall have the right,  at its election,  to proceed with the
     defense of such claim or legal  proceeding  on its own.  If BEI so proceeds
     with the defense of any such claim or legal proceeding:

               (i) all reasonable expenses relating to the defense of such claim
          or legal proceeding shall be borne and paid exclusively by Contractor;

               (ii)  Contractor  shall make  available to BEI any  documents and
          materials  in his  possession  or control that may be necessary to the
          defense of such claim or legal proceeding; and



                                       7.
<PAGE>

               (iii) BEI shall  have the right to settle,  adjust or  compromise
          such  claim  or  legal  proceeding  with  the  consent  of  Contractor
          provided,  however,  that  such  consent  shall  not  be  unreasonably
          withheld.

          (d) No indemnitee  (other than BEI or any successor  thereto or assign
     thereof) shall be permitted to assert any indemnification claim or exercise
     any other remedy under this Agreement unless BEI (or any successor  thereto
     or  assign   thereof)  shall  have  consented  to  the  assertion  of  such
     indemnification claim or the exercise of such other remedy.

     BEI shall give the Contractor prompt notice of the commencement of any such
legal proceeding against BEI; provided, however, that any failure on the part of
BEI to so notify Contractor shall not limit any of the obligations of Contractor
under this  Section 9 (except to the extent such failure  materially  prejudices
the defense of such legal proceeding).

     10. Term and Termination.

          (a) The  initial  term  of  this  Agreement  shall  be two  (2)  years
     ("Initial  Term").  The Initial Term may be extended for additional  twelve
     (12)  month  periods (a  "Subsequent  Term")  only upon the mutual  written
     consent of BEI and Contractor,  executed no less than sixty (60) days prior
     to the termination of the current term.

          (b) Either BEI or Contractor  may  terminate  this  Agreement  with or
     without cause with thirty (30) days' advance written notice. In such event,
     Contractor  shall cease work  immediately  after receiving notice from BEI,
     unless otherwise  advised by BEI, and shall notify BEI of expenses incurred
     up to the termination date.

     11.  Effect  of  Termination.  Unless  otherwise  state  herein,  upon  the
termination of this Agreement, each party shall be released from all obligations
and  liabilities  to the  other  occurring  or  arising  after  the date of such
termination,  except that any  termination of this  Agreement  shall not relieve
Contractor of Contractor's  obligations  under sections 3, 4, 6, 8, 9, 11 and 14
hereof,  nor  shall  any such  termination  relieve  Contractor  or BEI from any
liability  arising from any breach of this Agreement.  Upon  termination of this
Agreement for any reason  whatsoever,  Contractor  shall promptly  surrender and
deliver  to  BEI  all  documents,   notes,   laboratory   notebooks,   drawings,
specification,  calculations,  sequences, data and other materials of any nature
pertaining  to  Contractor's  work with BEI,  and any  documents  or data of any
description  (or any  reproduction  of any  documents  or  data)  containing  or
pertaining  to any  Information.  Contractor  agrees  that in the  event of such
termination,  Contractor will cooperate with BEI in completing and signing BEI's
termination statement for consultants.

     12. Compliance with Applicable Laws.  Contractor warrants that all material
supplied and work performed  under this  Agreement  complies with or will comply
with all applicable United States and foreign laws and regulations.

     13. Independent Contractor. Contractor is an independent contractor, is not
an agent or  employee  of BEI and is not  authorized  to act on  behalf  of BEI,
except as expressly stated in this Agreement or mutually agreed by the President
of BEI  and  Contractor.  Contractor  


                                       8.
<PAGE>

will not be eligible for any  employee  benefits,  nor will BEI make  deductions
from any amounts payable to Contractor for taxes or other employee withholdings.
Taxes and such withholdings shall be the sole responsibility of Contractor.

     14. Legal and Equitable Remedies. Contractor hereby acknowledges and agrees
that in the event of any  breach of this  Agreement  by  Contractor,  including,
without limitation,  the actual or threatened  disclosure of Information without
the prior express written consent of BEI, BEI will suffer an irreparable injury,
such that no  remedy  at law will  afford it  adequate  protection  against,  or
appropriate compensation for, such injury. Accordingly, Contractor hereby agrees
that BEI shall be entitled to specific  performance of Contractor's  obligations
under  this  Agreement,  as well as such  further  relief as may be granted by a
court of competent jurisdiction.

     15. General.  The parties' rights and obligations under this Agreement will
bind and insure to the benefit of their respective successors, heirs, executors,
and  administrators  and  permitted  assigns.  This  Agreement and the Schedules
attached hereto and hereby  incorporated  herein  constitute the parties' final,
exclusive and complete  understanding  and agreement with respect to the subject
matter hereof,  and supersede all prior and  contemporaneous  understandings and
agreements  relating to its subject  matter.  This  Agreement  may no be waived,
modified,  amended or assigned  unless  mutually  agreed upon in writing by both
parties.  In the event any  provision  of this  Agreement is found to be legally
unenforceable,  such unenforceability shall not prevent enforcement of any other
provision of the Agreement.  This Agreement shall be governed by the laws of the
State of New Jersey,  excluding  its  conflict of laws  principles.  Any notices
required or permitted  hereunder shall be given to the appropriate party, at the
address  specified  below or at such other address as the party shall specify in
writing.

     Such notice shall be deemed given: (a) upon personal delivery;  (b) or sent
by certified or registered mail, postage prepaid,  three (3) days after the date
of mailing;  (c) when sent by confirmed facsimile or telex if sent during normal
business hours of the  recipient,  if not, then on the next business day; or (d)
one day after deposit with a nationally recognized overnight courier, specifying
next day delivery, with written verification of receipt.



                                       9.
<PAGE>

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

BEI MEDICAL SYSTEMS COMPANY, INC.            CONTRACTOR



By:  /s/ Herb Spoon                          By:  /s/ Ralph Richart, M.D.
     ------------------------------               ------------------------------
         Herb Spoon                                   Ralph Richart, M.D.
        (Print Name)


        President & CEO
-----------------------------------          -----------------------------------
            (Title)                                 Social Security Number


Address: __________________________          Address: __________________________


___________________________________          ___________________________________


___________________________________          ___________________________________



                                      10.
<PAGE>



                                   SCHEDULE A

                                    TERRITORY


                                  LATIN AMERICA
               (Including: MEXICO, CENTRAL AMERICA, SOUTH AMERICA
                               AND THE CARIBBEAN)


                                    FAR EAST
                       (Including: INDIA, CHINA, AUSTRALIA
                              AND THE PACIFIC RIM)




<PAGE>

                                   SCHEDULE B

                                    PRODUCTS


HTA(R) HARDWARE

Hydro ThermAblator(R) System  for  Hysteroscopic  Endometrial  Ablation (Reorder
Numbers: 55000 & 55001 per attached pages 1 & 2)

HTA(R) Disposables

Procedure Set,  Sterile,  Single Patient use (Reorder  Number 55015 per attached
page 3)





<PAGE>



                                   SCHEDULE C

                              BACKGROUND TECHNOLOGY