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                                                                  Exhibit 10(ii)

* CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.

              EXCLUSIVE LICENSE, SUPPLY AND DISTRIBUTION AGREEMENT
              ----------------------------------------------------

This Agreement, made as of December 18, 2000 (the "Effective Date"), between
ORGANOGENESIS INC., a company organized under the laws of the State of
Delaware, having a present principal address at 150 Dan Road, Canton,
Massachusetts 02021, USA (hereinafter "Organogenesis"), and Royce Medical
Company, a corporation organized under the laws of the State of California,
having a present principal address at 742 Pancho Road, Camarillo, CA 93012
(hereafter "Royce");

                                  WITNESSETH:
                                  -----------

WHEREAS, Organogenesis has developed a proprietary natural acellular
biomaterial ("ECM(tm)"), defined below, that has applications as a wound
dressing; and

WHEREAS, Royce wishes to purchase products, devices, or processes which
incorporate ECM and are covered by a Valid Patent Claim from Organogenesis
exclusively for resale in the United States as a wound dressing from supplies
purchased by Organogenesis from an entity of Organogenesis' choosing; and

WHEREAS, Royce desires to obtain an exclusive license from Organogenesis in the
United States to distribute ECM, as described herein;

NOW, THEREFORE, the parties agree that:

ARTICLE 1. CERTAIN DEFINITIONS
------------------------------

The following terms shall have the following meanings whenever used in this
Agreement:

     1.1   "Affiliate" means any corporation or other entity that controls, is
           -----------
           controlled by, or is under common control with, a party to this
           Agreement. A corporation or other entity shall be regarded as in
           control of another corporation or entity if it owns or directly or
           indirectly controls more than fifty percent (50%) of the voting
           stock or other ownership interest of the other corporation or
           entity, or if it possesses, directly or indirectly, the power to
           direct or cause the direction of the management and policies of the
           corporation or other entity.

     1.2   "Alternate Site Market" means general and family practitioners',
           -----------------------
           orthopedists', dermatologists', Home Healthcare Agencies',
           diabeticians', obstetricians', gynecologists', cosmetic surgeons'
           and podiatrists' offices or clinics; and nursing homes.

                                                                              1

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     1.3   "Collagen Wound Dressing" means any article that is (i) regulated
           -------------------------
           by FDA as a wound dressing, and (ii) consists primarily of
           non-human collagen.

     1.4   "Development Plan" shall mean the plan for the development and FDA
           ------------------
           Approval of Products, as hereinafter defined, as set forth in
           Schedule A. The parties shall modify and extend Schedule A from
           time to time throughout the Term as required to assure successful
           commercialization.

     1.5   "ECM" means a natural acellular biomaterial derived from porcine
           -----
           small intestine, which biomaterial is covered by a Valid Patent
           Claim, as hereinafter defined.

     1.6   "FDA" means the United States Food and Drug Administration.
           -----

     1.7   "Field" means distribution of ECM to the Alternate Site Market for
           -------
           use solely as a Collagen Wound Dressing.

     1.8   "First Commercial Sale" of any Product means the first bona-fide
           -----------------------
           commercial sale for use or consumption of that Product in the
           Territory after FDA has cleared or approved marketing of that
           Product, if required.

     1.9   "Marketing Plan" means the financial projections and timelines for
           ----------------
           commercializing any Product as set forth in Schedule B, along with
           supporting plans for selling strategies, promotional plans and
           other related sales and marketing initiatives. The parties shall
           modify and extend Schedule B from time to time throughout the Term
           as required to facilitate successful commercialization.

     1.10  "Net Sales" means the gross invoice price of any Product sold to
           -----------
           independent, third-party customers in bona fide, arms-length
           transactions, less all credits including (i) quantity and/or cash
           discounts actually allowed or taken; (ii) freight, postage and
           insurance (allocated in accordance with generally acceptable
           accounting principles consistently applied (GAAP)); (iii) amounts
           repaid or credited by reasons of rejections or return of goods;
           (iv) amounts payable resulting from Government (or government
           agency) mandated rebate programs; (v) third-party rebates to the
           extent actually allowed; (vi) customs duties and taxes (excluding
           income, value-added and similar taxes), if any, directly related to
           the sale; (vii) bad debts from Products sold in accordance with
           Royce's standard credit policies; and (viii) Product samples.

                                                                              2

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     1.11  "Patent(s)" means the patents and patent applications relating to
           -----------
           Products owned or controlled by Organogenesis or its Affiliates as
           indicated in Schedule C, attached, any divisions, continuations,
           continuations-in-part, reissues, reexaminations, extensions,
           supplemental protection certificates or other governmental actions
           which extend the subject matter or the term of the patent
           applications or patents, and any confirmations, registrations or
           revalidations of any of the foregoing Patents also include any
           patent derived from any Product Improvement.

     1.12  "510(k)" means any application to FDA for clearance and/or approval
           --------
           to manufacture, sell and ship any Product commercially.

     1.13  "510(k) Approval" means approval and/or clearance by FDA to
           -----------------
           manufacture, sell and ship Product commercially.

     1.14  "Product(s)" means any Collagen Wound Dressing containing ECM, the
           ------------
           sale of which would, but for the licenses herein, infringe a Valid
           Patent Claim, as hereinafter defined, and includes any component
           part to any such device.

     1.15  "Product Improvements" means any enhancement or improvement invented
           ----------------------
           or conceived by, or on behalf of either party to any Product.

     1.16  "Proprietary Information" means all materials, products, trade
           -------------------------
           secrets, confidential or proprietary information designated as such
           in writing by the parties, whether by letter or by the use of an
           appropriate proprietary stamp or legend. Notwithstanding the
           foregoing, information which is orally or visually disclosed to the
           Recipient by the Disclosing Party, or is disclosed in writing
           without an appropriate letter, proprietary stamp or legend, shall
           be deemed Proprietary Information if the Disclosing Party, within
           thirty (30) days after such disclosure, delivers to the Recipient a
           writing summarizing the orally, visually or written disclosed
           information in sufficient detail to advise the Recipient adequately
           of its proprietary nature or confidentiality.

     1.17  "Recipient" means that party to this Agreement that receives
           -----------
           Proprietary Information from the other party.

     1.18  Specification(s)" means the characteristics for any formulation of
           ----------------
           Product agreed to by the parties to which each Product is
           manufactured for commercial sale, consistent with regulatory
           requirements such as FDA Quality System regulations. As agreed to,
           Specifications for each Product shall be attached to this Agreement
           as Schedule D, and be deemed a part hereof.

                                                                              3

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     1.19  "Supply Price" means the price charged to Royce by Organogenesis for
           --------------
           a single commercial unit of any Product.

     1.20  "Technical Information" means any or all results and technical
           -----------------------
           information, including but not limited to Proprietary Information,
           including preclinical, manufacturing, clinical or regulatory
           information relating to Product.

     1.21  "Term" means the period during which this Agreement is in effect,
           ------
           commencing on the Effective Date and ending on the date of the last
           to expire of any Valid Patent Claim.

     1.22  "Territory" means the 50 United States.
           -----------

     1.23  "Trademark(s)" means any proprietary mark or marks jointly agreed to
           --------------
           by the parties to be applied to or identified with any Product as a
           proprietary identification thereof.

     1.24  "Valid Patent Claim" means either (a) a claim of an issued and
           --------------------
           unexpired Patent that has not been held permanently revoked,
           unenforceable or invalid by a decision of a court or other
           governmental agency of competent jurisdiction, unappealable or
           unappealed within the time allowed for appeal, and which has not
           been admitted to be invalid or unenforceable through reissue or
           disclaimer or otherwise; or (b) a claim of a pending patent
           application included within Patents that was filed in good faith
           and has not been abandoned or finally disallowed.

ARTICLE 2. SUPPLY OF PRODUCT
----------------------------

     2.1   CONDITIONS OF SUPPLY AND EXCLUSIVE PROVISION OF PRODUCT.

           2.1.1  Organogenesis shall manufacture or have manufactured
                  Products according to the Specifications and shall sell them
                  exclusively to Royce for resale by Royce or its Affiliate to
                  the Alternate Site Market in the Territory for use in the
                  Field during the Term.

           2.1.2  Notwithstanding Royce's entitlement to exclusivity,
                  Organogenesis shall manufacture or have manufactured
                  Products according to the Specifications and shall sell to
                  Royce for resale by Royce or its Affiliate to the Alternate
                  Site Market in the Territory for use in the Field during the
                  Term.

                                                                              4

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     2.2   SUPPLY DURING AND FOLLOWING THE TERM.

           2.2.1  During the Term. Royce shall not itself manufacture and
                  shall purchase all of its requirements of Products which
                  meet Specifications from Organogenesis throughout the Term in
                  accordance with and subject to the remedies provided for
                  non-compliance with minimums in Schedule E at prices to be
                  agreed upon by the parties as described herein, and on such
                  other terms and conditions, acceptable to both parties, that
                  do not conflict with the terms of this Agreement

           2.2.2  Remedy for failure to buy Products from Organogenesis. If
                  Royce fails to purchase all of its requirements of Product
                  from Organogenesis, then Organogenesis, in addition to any
                  other available remedy provided herein, may terminate this
                  Agreement and all the licenses granted herein as provided in
                  the Article hereof governing termination.

           2.2.3  Purchase of Collagen Wound Dressings. Royce shall also
                  purchase all of its requirements of Collagen Wound
                  Dressings from Organogenesis throughout the Term. If Royce
                  does not purchase all of its requirements of Collagen Wound
                  Dressings exclusively from Organogenesis throughout the
                  Term, and fails to cure said failure within 60 days of
                  receiving notice from Organogenesis, then in lieu of all
                  other legal or equitable remedies available to
                  Organogenesis, Organogenesis may appoint one or more
                  additional distributors of Products in the Territory for
                  sale in the Alternate Site Market in the Field during the
                  Term.

           2.2.4  Supply after the Term. Twelve months prior to the end of the
                  Term, both parties will need to negotiate a supply
                  agreement to take effect after the Term. If the parties are
                  unable to agree upon the provisions of a supply agreement
                  between the parties respecting sales of Product to Royce
                  after the Term, Organogenesis shall have no obligation to
                  continue to supply or cause any other entity to supply
                  Product to Royce, but will use its reasonable business
                  efforts to assist Royce in obtaining an adequate source of
                  Products meeting the Specifications from a qualified source.

     2.3   Price. During the Term the parties shall agree to an initial Supply
           Price for each Product which shall be equal to Organogenesis'
           actual net cost for that Product. This price shall remain in
           effect for twelve months from

                                                                              5

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           the date on which Organogenesis first sells that Product to Royce
           for First Commercial Sale. For the remainder of the Term,
           Organogenesis may, with 120 days prior written notice to Royce,
           which notice shall be accompanied by supporting documentation,
           adjust the Supply Price from time to time to reflect actual
           increases or decreases in Organogenesis' actual production costs
           net of any additional mark up.

     2.4   Reasonable Business Efforts. Organogenesis shall use its reasonable
           business efforts throughout the Term to meet Royce's order and
           delivery requirements for Product.

     2.5   Payment. Royce agrees to pay for each quantity of shipped and
           accepted Product within 45 days of receipt by Royce of each such
           quantity shipped and invoiced.

     2.6   Purchase Orders. Royce throughout the Term shall order Product by its
           purchase orders sent from time to time to Organogenesis. Royce
           will forward its purchase orders for Product to Organogenesis by
           facsimile, mail or otherwise.

     2.7   Conflicting Forms. Any term of any document, including but not
           limited to a purchase order or acceptance, sent to either party by
           the other in connection with either's performance under this
           Agreement, shall, only to the extent inconsistent herewith, or to
           the extent that it purports to impose requirements on a party
           beyond or different from those imposed by this Agreement, be null,
           void and of no effect.

     2.8   F.O.B. and Risk of Loss. All prices for Products are F.O.B. the dock
           of the entity from which any Product is shipped to Royce. Title
           and risk of loss shall pass to Royce upon delivery of product to a
           common carrier for shipment to Royce.

     2.9   Forecasts. Throughout the Term Royce shall provide Organogenesis
           with a rolling four-quarter forecast of its estimate of its demand
           for Product, within 30 days of the beginning of each calendar
           quarter, for the next four quarters. Royce's forecast for the
           first such subsequent quarter of each such forecast shall be
           binding on Royce. Organogenesis shall advise Royce within ten
           business days of receipt of each such forecast if the forecasted
           requirements exceed Organogenesis' ability to supply.

                                                                             6

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ARTICLE 3. MANUFACTURE OF PRODUCT
---------------------------------

     3.1   Selection. Products shall be manufactured by an entity or entities
           selected and qualified from time to time by Organogenesis.
           Organogenesis shall use reasonable business efforts to locate and
           qualify an entity or entities competent and willing to manufacture
           Products according to the Specifications at the most
           cost-effective price.

ARTICLE 4. EXCLUSIVE LICENSE GRANTS
-----------------------------------

     4.1   Patents and Technical Information. Organogenesis hereby grants to
           Royce an exclusive license, or, where applicable, an exclusive
           sublicense, under its Patents and Technical Information, to use,
           offer to sell and sell, but not to make, have made or sublicense
           to any entity not its Affiliate, Products for use in the Field to
           the Alternate Site Market throughout the Territory during the Term.

     4.2   Trademarks.

           4.2.1  Use on Products. Products shall be marketed and sold by Royce
                  throughout the Term under a Trademark or Trademarks jointly
                  agreed to by the parties and owned and registered by
                  Organogenesis at its expense. Organogenesis hereby grants an
                  exclusive license of all Trademarks to Royce for use by it
                  in sales of Products in the Alternate Site Market in the
                  Field and Territory throughout the Term, and thereafter
                  pursuant to paragraph 7.3, infra.

           4.2.2  Organogenesis use. Subject to the parties' mutual consent,
                  Organogenesis may at any time use any Trademark on any
                  Product if it is not sold in the Territory for use in the
                  Field.

     4.3   Minimum Royalties. Solely to retain its exclusive rights to
           distribute Product to the Alternate Site Market in the Territory
           for use in the Field, Royce shall:

           4.3.1  Make minimum quarterly royalty payments to Organogenesis
                  during each 12-month period commencing on the date of First
                  Commercial Sale as shown in Schedule E, attached.

           4.3.2  Receive unused credit(s) towards minimums due in any year
                  for all royalties paid in prior years in excess of the
                  minimums due in those prior years. Any shortfall not cured
                  by the application of credits

                                                                             7

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                  created by the preceding sentence must be cured, if at
                  all, within 12 months of the end of the calendar year to
                  which the minimum applies.

           4.3.3  If Royce shall not timely make the minimum royalty payments
                  required by Schedule E, then, in lieu of any and all
                  other legal or equitable remedies available to
                  Organogenesis, Organogenesis may at its option, invoke the
                  remedies described in Schedule E.

ARTICLE 5. DEVELOPMENT OF PRODUCT
---------------------------------

     5.1   Responsibilities. The parties will cooperate to develop and
           improve Product to assure the greatest likelihood of success in
           commercializing Product by undertaking and completing the tasks
           required of each as set forth in the Development Plan. Except as
           set forth in this Article, the costs incurred by either party in
           such development will be borne by that party. The parties agree to
           use their reasonable business efforts to provide to each other the
           most appropriate personnel in a timely manner at the cost of the
           party providing the personnel, to enhance this development and
           commercialization.

     5.2   Requests for Development Assistance. Requests from either party to
           the other for the assistance described in Article 5.1 shall be
           made, in the case of Royce to Jeffrey Haines, and in the case of
           Organogenesis to Steven Bernitz or to such other senior manager as
           either party may designate from time to time. The failure of
           either party to provide any specific employee to the other at any
           specific time or place shall not, however, be a breach of this
           Agreement.

     5.3   PRECLINICAL AND CLINICAL TRIALS.

           5.3.1  Pre-commercialization. Organogenesis shall prepare, conduct
                  and pay for any preclinical or clinical trial required for
                  regulatory clearance of any Product, and shall be
                  responsible for the analysis of the data derived therefrom
                  or the submission thereof to FDA of any 510(k).
                  Organogenesis shall periodically and timely report in
                  writing to Royce on the progress and outcome of each trial
                  it undertakes. Each such report shall be deemed to be
                  Proprietary Information.

           5.3.2  Post-Commercialization. The parties shall confer to agree
                  upon a protocol or protocols for post-marketing clinical
                  trials that shall be undertaken by Organogenesis and paid
                  for equally by the parties.

                                                                             8

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     5.4   Ownership of Submissions. Organogenesis shall own each 510(k) and
           all other regulatory submissions and approvals relating to any
           Product, and shall upon request provide Royce with copies of the
           regulatory approval documents certified by an appropriate
           representative of Organogenesis.

     5.5   Reasonable Business Efforts: Organogenesis agrees to use reasonable
           business efforts to obtain 510(k) Approvals for any Product
           requiring approval.

     5.6   Excused Performance. The obligations of either party with respect
           to any Product are expressly conditioned upon the absence of any
           adverse conditions relating to the safety, quality or efficacy of
           that Product that would reasonably justify that party, after
           consulting with the other, in exercising prudent and justifiable
           business judgement, in concluding that development or marketing of
           Product should be delayed, suspended or stopped altogether. The
           obligation to develop or market Product shall be delayed or
           suspended only so long as any such condition or event exists.

     5.7   Product Improvements. Each party agrees to disclose and furnish to
           the other, without charge, information on Product Improvements
           made during the Term. Each such Product Improvement shall
           thereupon be deemed to be part of Patents or Proprietary
           Information, as the case may be, for all purposes hereunder.
           Notwithstanding the foregoing, Organogenesis may make, have made,
           use, and sell, or have sold Product Improvements, outside the
           Territory and Field. The license provisions of Article 4 and the
           royalty and record provisions of Articles 7 and 8 together with
           all other applicable provisions shall apply to any such Product
           Improvement.

ARTICLE 6. MILESTONE PAYMENT
----------------------------

     6.1   Subject to the requirements of Schedule D relating to healthcare
           professionals' advice with respect to specifications for Products
           in partial consideration for the development costs for Product
           incurred by Organogenesis, Royce shall pay to Organogenesis,
           within thirty days of the later of FDA Approval of the first
           Product or the delivery to Royce of the first 1500 units of
           Product for commercial sale, [***] Royce shall submit its initial
           purchase order for at least 1500 units of Product within 30 days
           of notification by Organogenesis that Product is available for
           commercial sale.

                                                                             9

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ARTICLE 7. ROYALTIES
--------------------

     7.1   Royalty Levels and Term. In partial consideration for the exclusive
           licenses granted and Technical Information provided by
           Organogenesis hereunder, Royce shall pay Organogenesis royalties
           on Royce's or its Affiliates' Net Sales of all Products sold by
           Royce as described by the formula in Schedule F, attached, until
           the expiration of the last Valid Patent Claim.

     7.2   Related Entity Sales. For the purposes of this Article, Net Sales by
           Royce to an Affiliate shall not be counted for royalty purposes
           (unless the Affiliate is the end user of the Product). Instead,
           the Net Sales of such Affiliate to the first unrelated third party
           shall be considered Net Sales for royalty purposes.

     7.3   Paid-up License. Following expiration of Royce's obligation to pay
           royalties, Royce shall have a perpetual, non-exclusive, paid-up,
           royalty-free license, under any remaining Technical Information of
           Organogenesis, to sell Product and/or use Trademarks in the
           Territory. After expiration of this Agreement (but not
           termination), Royce shall have a perpetual, non-exclusive,
           paid-up, royalty-free license, under any remaining Technical
           Information of Organogenesis, to make or have made Product, and to
           use Trademarks, throughout the world in perpetuity, so long as
           Royce shall pay to Organogenesis a royalty of [***] of Net Sales
           of Product (paid and accounted for as described in Article 8) for
           the use of any Trademark.

ARTICLE 8. RECORDS AND PAYMENTS
-------------------------------

     8.1   Royalties. Royalties as provided in Article 8 shall be calculated
           quarterly on the last day of each calendar quarter during the Term
           and shall be paid by check to Organogenesis within forty five (45)
           days after said last day together with an accounting report
           showing the amount of Product sold by Royce and its Affiliates
           during each quarterly period.

     8.2   Records. Royce shall keep accurate records and books of account in
           accordance with generally accepted accounting principles
           consistently applied (GAAP) and containing all the data reasonably
           required for calculation and verification of payments made
           hereunder. During the Term and for two years thereafter, Royce
           shall retain accounting records for the previous three years.

                                                                             10

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     8.3   Audit.  At Organogenesis' request, Royce shall make records
           available, no more than twice per year, during reasonable working
           hours, for review by an independent accounting firm reasonably
           acceptable to both parties, at Organogenesis' expense, for the sole
           purpose of verifying the accuracy of such reports. In the event that
           any such review indicates an underpayment of royalties by Royce in
           excess of 10%, Royce shall pay the cost of such review, as well as
           the amount of the underpayment.

     8.4   Taxes.  All royalty amounts required to be paid to Organogenesis
           pursuant to this Agreement shall be paid without deduction for
           withholding for or on account of any taxes (other than taxes imposed
           on or measured by net income).

ARTICLE 9. PATENT PROSECUTION AND MAINTENANCE
---------------------------------------------

     9.1   Responsibility.  Organogenesis hereby warrants that it will fulfill
           the responsibility for the timely and effective prosecution and
           maintenance of the Patents in the Territory.

     9.2   Discontinuation.  If, in spite of the warranty in Article 9.1,
           Organogenesis discontinues or fails to prosecute any of the Patents,
           Trademarks, or Product Improvements Royce shall have the right to
           prosecute and maintain such patent applications and patents. Royce
           may deduct from any royalties or other consideration otherwise due
           Organogenesis the amounts of such prosecution.

ARTICLE 10. PATENT INFRINGEMENT
-------------------------------

     10.1  Enforcement.  Each party shall promptly notify the other of its
           knowledge of any potential infringement of the Patents or any
           Trademark by a third party. Organogenesis has the initial obligation
           to take all reasonable legal actions necessary to enforce the
           Patents or Trademarks licensed hereunder against infringements by
           third parties.  If within 3 months following receipt of such notice
           Organogenesis fails to take such action to halt any material
           infringement, Royce shall, in its sole discretion, have the right,
           at its expense, to take such action in its own name or in the name
           of Organogenesis. In that case Organogenesis agrees to render such
           reasonable assistance as the prosecuting party may request.  Royce
           may deduct from any royalties or other consideration otherwise due
           Organogenesis the amounts of such prosecution. Damages recovered
           therefrom shall be paid by and belong to the party bringing the
           action, after any costs of such litigation, including but not
           limited to attorneys fees, that have been previously deducted from
           any royalties or other

                                                                             11

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           consideration otherwise due a party have been refunded to that
           party. Neither party shall enter into any settlement that admits or
           concedes that any aspect of any Patent or licensed trademark is
           invalid or unenforceable without the prior written consent of the
           other, which consent will not be unreasonably withheld.

     10.2  Infringement Claims.  If the manufacture, sale or use of Product
           pursuant to this Agreement results in any claim, suit or proceeding
           lodged by a third party alleging patent infringement by
           Organogenesis or Royce (or the Affiliates of either), Royce shall
           promptly notify Organogenesis in writing of receipt of any
           information regarding any such claim.  Organogenesis shall have the
           exclusive right to defend and control the defense of any action
           derived from any such claim, suit or proceeding, at its own expense,
           using counsel of its own choice.  Organogenesis shall have the
           exclusive right, at any time and on any terms or conditions it deems
           in its sole discretion advisable, including agreeing to the
           cross-licensing of one or more of the Patents to the owner of those
           patents alleged to be infringed by the sale of Products, to settle
           or compromise any such claim, suit or proceeding.  Organogenesis
           shall timely keep Royce informed of all material developments in
           connection with any such claim, suit or proceeding.  The provisions
           of this section 10.2 shall not apply to any claim, suit or
           proceeding alleging infringement or misuse of any Trademark.

ARTICLE 11.  REPRESENTATIONS AND WARRANTIES
-------------------------------------------

     11.1  Joint Representations and Warranties. As an inducement to the
           parties to enter into this Agreement and to consummate the
           transactions contemplated hereby, each party hereby represents and
           warrants solely to the other that:

           11.1.1 Organization and Qualification. Each party is a corporation
                  duly organized, validly existing and in good standing under
                  the laws of the state of its jurisdiction or organization and
                  is duly licensed or qualified to transact business as a
                  foreign corporation and is in good standing in each
                  jurisdiction in which the laws of that jurisdiction requires
                  it to be so licensed or qualified, except where the failure
                  to be so licensed or qualified would not have a material
                  adverse effect.

           11.1.2 Corporate Power and Authority; Validity. Each party has the
                  corporate power and authority to own and hold its assets and
                  properties. Each party has the corporate power and authority
                  to

                                                                             12

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                  execute, deliver and perform this Agreement.  The
                  execution, delivery and performance of this Agreement and the
                  consummation of the transactions contemplated hereby have
                  been duly authorized and approved by each party. This
                  Agreement has been duly executed and delivered by each party.
                  This Agreement constitutes and when so duly executed and
                  delivered will constitute, the legal, valid and binding
                  obligation of each party enforceable against each party in
                  accordance with its respective terms except as enforceability
                  may be subject to the application of general equitable
                  principles and to bankruptcy, insolvency, moratorium or other
                  similar laws affecting creditors' rights.

           11.1.3 No Conflict. Neither the execution and delivery by each party
                  to the other of this Agreement, the consummation by each
                  party of the transactions contemplated hereby, nor the
                  performance by each party of this Agreement in compliance
                  with the terms and conditions hereof, will (ii) violate,
                  conflict with or result in any breach of its Certificate of
                  Incorporation or bylaws, (ii) require by or on behalf of each
                  party any consent, approval, authorization or permit of, or
                  filing with or notification to, any governmental authority,
                  (iii) violate, conflict with or result in a breach, default
                  or termination (or give rise to any right of termination,
                  cancellation or acceleration of the maturity of any payment
                  date of any of the obligations of each party or increase or
                  otherwise affect the obligations of each party) under any
                  law, rule, regulation or any governmental permit, license or
                  order or any of the terms, conditions or provisions of any
                  mortgage, indenture, note, license, agreement or other
                  instrument or obligation to which each party is a party or by
                  which each party or any of its assets are bound or affected
                  or (iv) result in the creation of any encumbrance upon any of
                  the Patents.

           11.1.4 Litigation. There is no legal action pending or, to the
                  knowledge of either party, threatened against, contemplated
                  or affecting the transactions contemplated hereby (whether or
                  not each party is a party or prospective party thereto).
                  There are no outstanding governmental orders involving or
                  affecting the transactions contemplated hereby. There is no
                  legal action by either party pending or threatened against
                  others with respect to or relating in any way to the subject
                  matter of this Agreement.

     11.2  Warranties of Organogenesis.  Organogenesis warrants and represents
           solely to Royce that:

                                                                             13

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           11.2.1 Patentability.  With respect to Patents, to the best of the
                  knowledge of Organogenesis as at the Effective Date there
                  exists no publication or other reason that would adversely
                  affect the patentability of the subject matter or the
                  validity of its Patents.   It has no information as of the
                  Effective Date to indicate that any entity licensed hereunder
                  by it with respect to its Patents would not be free to make,
                  use and sell Product or Product in the Territory without
                  infringing any third party patent.

           11.2.2 Patent Rights.  With respect to each Patent licensed to
                  Royce, it has good and marketable title, free and clear of
                  all encumbrances.  To the best of its actual knowledge as at
                  the Effective Date, the use or sale by the other party of
                  Product or Product shall not infringe any patent, and shall
                  not violate any other intellectual property right of any
                  person or entity.

           11.2.3 Default.  It is not in default under any license, contract or
                  other agreement pertaining to its Patents, and to its
                  knowledge there are no defaults by it or any other entity to
                  any such license, contract or other agreement relating to its
                  Patents.

           11.2.4 Interferences.  None of its Patents is involved in any
                  interference or opposition proceeding, and, to its knowledge,
                  no such proceeding is pending or threatened.

           11.2.5 Product use.  When manufactured in accordance with the
                  Specifications and used in accordance with approved or
                  cleared labeling, Products will not cause injury or death to
                  any patient.

           11.2.6 "Most Favored Nation" Treatment. Organogenesis will, during
                  the Term, or thereafter so long as Royce shall purchase any
                  Product from Organogenesis, charge Royce a price, inclusive
                  of all fees, including any licensing or cross-licensing fees
                  paid by Organogenesis, costs, and any other consideration,
                  for that Product which is no greater than the lowest net
                  price charged by Organogenesis to any third party for that
                  Product for resale in the Field.

     11.3  Warranties of Royce.  Royce warrants and represents solely to
           Organogenesis that:

           11.3.1 It will use its reasonable business efforts to market and
                  sell Products to the Alternate Site in the Territory
                  throughout the Term

                                                                             14

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                  in a manner best suited to maximize the revenues and profits
                  therefrom.

           11.3.2 It will not promote, market or sell Product in any manner
                  inconsistent with the claims in the labeling thereof, nor in
                  a manner in violation of any statute or regulation.

ARTICLE 12. PRODUCT LIABILITY
-----------------------------

     12.1  Breach of Warranty.  Each party hereby indemnifies and holds the
           other harmless from all losses, costs or damages (including
           attorney's fees) which the other may be held liable to pay as a
           result of claims or suits arising out of any breach of any warranty
           in this Agreement by the indemnifying party.

     12.2  Negligence or Misconduct.  Organogenesis hereby indemnifies and
           holds Royce harmless from all losses, costs or damages (including
           attorney's fees) which Royce may be held liable to pay as a result
           of claims or suits arising out of any injuries or deaths to persons
           and/or damage to property arising from Organogenesis' negligence or
           misconduct with respect to the subject matter of this Agreement.
           Royce hereby indemnifies and holds Organogenesis harmless from all
           losses, costs or damages (including attorney's fees) which
           Organogenesis may be held liable to pay as a result of claims or
           suits arising out of any injuries or deaths to persons and/or damage
           to property arising from Royce' negligence or misconduct with
           respect to the subject matter of this Agreement.

     12.3  Reporting.  Each party hereto agrees to report promptly to the other
           party any information concerning serious or unexpected side effects,
           injury, toxicity, reactions or any unexpected event associated with
           clinical, investigational or commercial use of any Product. Such
           information shall also include pre-existing diseases, syndromes, or
           abnormal diagnostic tests results which re-appear or are exacerbated
           by use of Product. Upon receipt of such information by either party
           hereto, both parties shall promptly consult each other and use best
           efforts to arrive at a mutually acceptable procedure for taking the
           appropriate actions under the circumstances; provided, however, that
           nothing contained herein shall restrict the right of either party to
           make a submission to a regulatory authority or take other actions it
           deems to be appropriate or necessary. This Article shall survive
           termination of this Agreement.

                                                                             15

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ARTICLE 13. SECRECY
-------------------

     13.1  Nondisclosure of All Shared Information.  Organogenesis and Royce
           shall each hold any information disclosed to it hereunder in
           confidence and shall use at least the same level of care to prevent
           any unauthorized use or disclosure of such information as it
           exercises in protecting its own information of a similar nature.

     13.2  Nondisclosure of Proprietary Information.  The Recipient shall
           disclose Proprietary Information received by it under this Agreement
           only to persons within its organization who have a need to know such
           Proprietary Information.  The Recipient shall not disclose any
           Proprietary Information to any person outside its organization who
           is not bound by a similar written non-disclosure agreement
           containing undertakings at least as stringent as those in this
           Agreement.  The Recipient shall use such Proprietary Information
           only for the purpose for which it was disclosed and shall not use or
           exploit such Proprietary Information for its own benefit or the
           benefit of another without the prior written consent of the
           Disclosing Party.

     13.3  Return.  The Recipient shall upon any termination or expiration of
           this Agreement return to the Disclosing Party all documents,
           materials, and other tangible manifestations of Proprietary
           Information received pursuant to this Agreement (and all copies and
           reproductions thereof).

     13.4  Exceptions.  The obligations of the Recipient shall not apply, and
           the Recipient shall have no further obligations under this Article
           with respect to any Proprietary Information to the extent that such
           Proprietary Information:

           13.4.1 is generally known to the public at the time of disclosure or
                  becomes generally known through no wrongful act on the part
                  of the Recipient;

           13.4.2 is in the Recipient's possession at the time of disclosure
                  otherwise than as a result of Recipient's breach of any legal
                  obligation;

           13.4.3 is or becomes known to the Recipient through disclosure by
                  sources other than the Disclosing Party having the legal
                  right to disclose such Proprietary Information;

           13.4.4 is independently developed by the Recipient without
                  reference to or reliance upon the Proprietary Information; or,

                                                                             16

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           13.4.5 is required to be disclosed by the Recipient to comply with
                  applicable laws or regulations or the unappealed or
                  unappealable order of a court, provided that the Recipient
                  provides prior written notice of such disclosure to the
                  Disclosing Party and cooperates with the Disclosing Party at
                  its sole expense by taking any lawful action to avoid and/or
                  minimize the extent of such disclosure.

     13.5  Permitted Use. Notwithstanding the provisions above, each party
           shall have a right to use such information for development,
           production and marketing of Product as provided in this Agreement
           and further has a right to disclose such information to FDA pursuant
           to the conditions in this Agreement.

     13.6  Nondisclosure of terms. Each of the parties agrees not to disclose
           to any third party the terms of this Agreement without the prior
           written consent of the other party, except to such party's
           attorneys, advisors, investors and others on a need to know basis
           under circumstances that reasonably ensure the confidentiality
           thereof, or to the extent required by law (including, but not
           limited to, disclosure required by U.S. securities laws).

ARTICLE 14. TERM AND TERMINATION
--------------------------------

     14.1  Term.  Except as set forth below, the Term of this Agreement shall
           begin on the Effective Date and continue in full force and effect,
           unless terminated earlier as provided in this Article, until the
           later of the expiration of the last Valid Patent Claim or the
           expiration of any supply agreement respecting any Product.

     14.2  Termination for Cause.  Either party to this Agreement may terminate
           this Agreement in the event that the other party shall have
           materially breached or defaulted in the performance of any of its
           material obligations hereunder, and such default shall have
           continued for sixty (60) days after written notice thereof was
           provided to the breaching party by the non-breaching party.  Any
           termination shall become effective at the end of such sixty-day
           period unless the breaching party has cured any such breach or
           default prior to the expiration of the sixty-day period.

     14.3  TERMINATION FOR INSOLVENCY.

     If voluntary or involuntary proceedings by or against a party are
     instituted in bankruptcy under any insolvency law, or a receiver or
     custodian is appointed for such party, or proceedings are instituted by or
     against such party for corporate reorganization

                                                                             17

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or the dissolution of such party, which proceedings, if involuntary, shall not
have been dismissed within sixty (60) days after the date of filing, or if such
party makes an assignment for the benefit of creditors, or substantially all of
the assets of such party are seized or attached and not released within sixty
(60) days thereafter, the other party may immediately terminate this Agreement
effective upon notice of such termination.  Notwithstanding the foregoing, the
parties also agree as follows:

           14.3.1 The parties agree that this Agreement is a license of
                  intellectual property subject to Section 365(n) of the
                  Bankruptcy Code.

           14.3.2 In the event of Organogenesis' bankruptcy, Organogenesis
                  agrees that, notwithstanding Section 365(c)(1) of the
                  Bankruptcy Code, Royce may assume this Agreement and, subject
                  to Article 16.4 hereof governing assignment, may assign this
                  Agreement.

           14.3.3 In the event of Organogenesis' bankruptcy, the parties
                  acknowledge and agree that the licensed rights hereunder are
                  fundamentally in the nature of "intellectual property" as
                  defined in the Bankruptcy Code; that Royce's continued
                  enjoyment of all licensed rights is fundamental to the basic
                  license hereunder; and therefore all licensed rights should
                  be deemed intellectual property subject to Royce's election
                  under Section 365(n)(1)(B).

           14.3.4 The parties agree that upon any election by Royce pursuant to
                  Section 365(n)(1)(B) of the Bankruptcy Code, that Royce shall
                  be entitled to, on its own or through employees, contractors,
                  agents, or otherwise, upgrade, modify and develop derivative
                  works based upon the rights licensed hereunder and subject to
                  the terms of this Agreement.

     14.4  EFFECTS OF TERMINATION.

           14.4.1 Except as provided in 14.3, upon termination of this
                  Agreement in accordance with Article 14.1 or 14.2, the
                  licenses granted to Royce hereunder by Organogenesis shall be
                  forthwith terminated, and Royce shall discontinue the use of,
                  and return to Organogenesis within sixty (60) days after
                  termination, all Proprietary Information.  Notwithstanding
                  the above, Royce may sell existing inventory of Product for
                  up to six (6) months after the date of termination, provided
                  royalties are paid thereon as required by this Agreement.

           14.4.2 Termination of this Agreement for any reason shall not
                  release any party hereto from any liability which, at the
                  time of such termination,

                                                                             18

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                  has already accrued to the other party or which is
                  attributable to a period prior to such termination nor
                  preclude either party from pursuing all rights and
                  remedies it may have hereunder or at law or in equity with
                  respect to any breach of this Agreement.

ARTICLE 15.  INSURANCE
----------------------

     15.1  Each party shall at all times during the Term, and for a period of
           three years thereafter, maintain Product Liability Insurance and
           Comprehensive General Liability Insurance, each with minimum
           limits of [***] and shall name the other as an additional insured
           on each such policy and shall, upon request from the other,
           furnish a Certificate of Insurance and Additional Insured
           Endorsement evidencing the aforementioned coverage.

ARTICLE 16. MISCELLANEOUS PROVISIONS
------------------------------------

     16.1  Governing Law.  This Agreement and any dispute arising from the
           construction, performance or breach hereof shall be governed by and
           construed and enforced in accordance with the laws of the
           Commonwealth of Massachusetts.

     16.2  No Implied Licenses.  Only the licenses granted pursuant to the
           express terms of this Agreement shall be of any legal force or
           effect. No license rights shall be created by implication, estoppel
           or otherwise.

     16.3  Waiver.  No waiver by any party hereto of any breach or default of
           any of the covenants or agreements herein set forth shall be deemed
           a waiver as to any subsequent and/or similar breach or default.

     16.4  Assignment.  This Agreement shall not be assignable by either party
           to any third party hereto without the written consent of the other
           party hereto, except that either party may assign this Agreement
           without such consent to an entity that acquires all or
           substantially all of the business and assets of such party, whether
           by merger, reorganization, acquisition, sale, or otherwise. This
           Agreement shall be binding upon and inure to the benefit of any
           permitted assignee, and any such assignee shall agree to perform
           the obligations of the assignor.

     16.5  Independent Contractors.  The relationship of the parties hereto is
           that of independent contractors. The parties hereto are not deemed
           to be agents, partners or joint venturers of the other for any
           purpose as a result of this Agreement or the transactions
           contemplated hereby.

                                                                             19

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     16.6  Compliance with Laws.  In exercising their rights under this
           license, the parties shall fully comply in all material respects
           with the requirements of any and all applicable laws,
           regulations, rules and orders of any governmental body having
           jurisdiction over the exercise of rights under this license
           including, without limitation, those applicable to the discovery,
           development, manufacture, distribution, import and export and
           sale of medical products pursuant to this Agreement.

     16.7  Severability.  In the event that any provision of this Agreement
           becomes or is declared by a court of competent jurisdiction to
           be illegal, unenforceable or void, this Agreement shall continue
           in full force and effect without said provision in that
           jurisdiction only, and the whole of this Agreement shall remain
           in effect in every other jurisdiction. The parties shall amend
           the Agreement to the extent feasible to lawfully include the
           substance of the excluded term in the affected jurisdiction to as
           fully as possible realize the intent of the parties and their
           commercial bargain.

     16.8  Survival.  Articles 8, 10, 11, 12, 13, 15, and paragraphs 7.3, 16.3,
           16.7, 16.11, and 16.13 of this Agreement (and the definition of any
           term contained in any such article or paragraph) shall survive any
           expiration or termination of this Agreement for any reason.

     16.9  Notice.  All notices required or permitted to be given hereunder
           shall be in writing, shall refer specifically to this Agreement and
           shall be personally delivered or sent by telecopy, e-mail or other
           electronic facsimile, or by registered or certified mail, return
           receipt requested, postage prepaid, in each case to the respective
           address specified below (or such other address as may be specified
           in writing to the other party hereto pursuant to the provisions
           hereof), or, in the case of a telecopy or other electronic
           transmission, to such party to a telephone number designated by the
           recipient and by means confirmed in writing:

           If to Organogenesis :                   If to Royce :

           Organogenesis Inc.                      Royce Medical Company
           Attention: Chief Financial Officer      Attention: Jeff Haines,
                                                   President

           150 Dan Road                            742 Pancho Road
           Canton, MA  02021                       Camarillo, California 93012
           Tel: 781-575-0775                       Tel: (805) 484-2600
           Fax: 781-575-0440                       Fax: (805) 383-5485

                                                                             20

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           Any notice or communication given in conformity with this paragraph
           shall be deemed to be effective when received by the addressee if
           delivered by hand, telecopy, e-mail or other electronic
           transmission, and three (3) days after mailing, if mailed.

     16.10 Force Majeure.  Nonperformance of either party (except for payment
           obligations) shall be excused to the extent that performance is
           rendered impossible by strike, fire, earthquake, flood,
           governmental acts or orders or restrictions, failure of suppliers,
           or any other reason where failure to perform is beyond the
           reasonable control and not caused by the negligence, intentional
           conduct or misconduct of the nonperforming party, provided such
           party uses its best efforts to resume performance as promptly as
           possible.

     16.11 No Consequential Damages.  In no event shall any party to this
           Agreement have any liability to the other for any special,
           consequential, incidental or punitive damages arising under this
           Agreement under any theory of liability.

     16.12 Integration.  This Agreement with its schedules constitutes the
           entire agreement between the parties with respect to the subject
           matter hereof, and all prior agreements respecting the subject
           matter hereof, either written or oral, expressed or implied, shall
           be null and void and of no effect. Any proprietary information
           agreement previously executed by the parties shall be null and void
           only to the extent that it reasonably would be construed to
           otherwise govern confidentiality of the subject matter of this
           Agreement. No amendment or addition hereto shall be effective or
           binding on either of the parties unless reduced to writing and
           executed by the respective duly authorized representatives of
           Organogenesis and Royce as of a date subsequent to the Effective
           Date.

     16.13 Dispute Resolution.  The parties agree to attempt to settle any
           dispute under this Agreement by mutual discussion and consent. If
           such good faith discussions do not amicably resolve any such
           dispute, it shall be finally settled by binding arbitration,
           conducted in accordance with the Commercial Arbitration Rules, then
           obtaining, of the American Arbitration Association, and judgment
           upon the award rendered may be entered by any court of competent
           jurisdiction. Any arbitration commenced by one party against the
           other shall take place in the jurisdiction of the other, excluding
           cross-actions. The costs of the arbitration, including
           administrative and arbitrators' fees, shall be shared equally by
           the parties. Each party shall bear its own costs and attorneys' and
           witness' fees. A disputed performance or suspended performances
           pending the resolution

                                                                             21

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           of the arbitration must be completed within thirty (30) days
           following the final decision of the arbitrators or such other
           reasonable period as the arbitrators determine in a written
           opinion. Neither party shall commence any action in any court to
           resolve any dispute hereunder except to confirm such an
           arbitrator's award. Commencement of any such action shall be a
           breach of this Agreement entitling the other party to terminate
           this Agreement forthwith.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their authorized representatives and delivered in duplicate
originals as of the Effective Date, whereby they evidence their intent to be
legally bound.

ROYCE MEDICAL, INC.                                  ORGANOGENESIS INC.

By:  /S/ Jeff Haines                                 By: /S/ Philip Laughlin
    -------------------------                            ----------------------
Jeff Haines   President/CEO                              Philip Laughlin

                                                     By: /S/ Albert Erani
                                                         ----------------------
                                                         Albert Erani

                                                         for the Executive
                                                         Committee of the Board
                                                         of Directors

                                                                             22

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                                   SCHEDULE A

                  ENGINEERED COLLAGEN MATRIX(TM) WOUND DRESSING
                                DEVELOPMENT PLAN

Feasibility Animal Wound Dressing Study
Completed

Pivotal Animal Wound Dressing Study
Initiate 12/2000
Complete 2/2000

Technology Transfer to Contract Manufacturer
Complete 12/2000

Manufacturing Scale-Up (Documentation, Regulatory Compliance, Commercial Scale
Production)
Initiate: 1/2001
Complete: 6/2001

Shelf-Life Testing
Initiate: 12/2000
Interim: Analysis: 3/2001
Complete: 12/2002

FDA 510k Application
Submitted: 3/2001
Anticipated Approval: 7/2001

Clinical Marketing Evaluation
Initiate: 7/2001
Complete: 11/2001


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                                   SCHEDULE B

Schedule B shall be drafted by Royce, agreed to by the parties and attached
hereto as soon as reasonable practicable.  The failure of the parties to agree
on the contents of this schedule shall not be a basis of termination of the
Agreement by either party.


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                                   SCHEDULE C

The following is a list as of December 1, 2000 of all patents and patent
applications, world-wide, for ECM.

US cases are listed along with the corresponding PCT filing information.  In
some cases, a US continuation application is filed via PCT.

Peracetic acid sterilization.
-----------------------------
US Patent No. 5,460,962 issued October 24, 1995
*******

Tissue Repair Fabric
--------------------
US Patent No. 5,733,337 issued March 31, 1998
*******

Chemical Cleaning of Biological Material
----------------------------------------
US Patent No. 5,993,844 issued November 30, 1999
********

********

********


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                                   SCHEDULE D

                  ENGINEERED COLLAGEN MATRIX(TM) WOUND DRESSING
               PRELIMINARY PRODUCT DESCRIPTION AND SPECIFICATIONS

This product description and these specifications are preliminary and accurate
as at December 1, 2000.  The parties will convene such focus groups or other
professional healthcare resources who are competent to advise on the
appropriateness of these specifications or the need for additional or revised
specifications.

PRODUCT DESCRIPTION
Engineered Collagen Matrix(tm) Wound Dressing is supplied sterile in peel-open
packages and is indicated for the management of partial and full-thickness
wounds. The product is intended for one-time use.

PRODUCT SPECIFICATIONS
The product is comprised of a single-layer of Engineered Collagen Matrix with
no chemical cross-linking.  The product is supplied dry and is intended to be
rehydrated on the wound.  The product is fenestrated to allow wound exudate to
pass through the dressing.

Engineered Collagen Matrix(TM) Wound Dressing is supplied in two sizes:
..  5cm [multiply] 5cm
..  10cm [multiply] 10cm

INDICATIONS FOR USE
Engineered Collagen Matrix (TM) is indicated for the management of wounds
including:
   .  Partial and full-thickness wounds
   .  Venous ulcers
   .  Diabetic ulcers
   .  Drainage wounds
   .  Pressure ulcers
   .  Chronic vascular ulcers
   .  Trauma wounds (abrasions, lacerations, second-degree burns, skin tears)
   .  Surgical wounds (donor sites/grafts, post-Mohs' surgery, post-laser
      surgery, podiatric, wound dehiscence)

STORAGE
The device should be stored in a clean, dry location at room temperature.  The
shelf-life of the product has not yet been determined.  The intended shelf-life
will be two years.

STERILIZATION
The device has been terminally sterilized with gamma irradiation.  Viral
inactivation is achieved by chemical disinfection.


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                                   SCHEDULE E

Subject to each lettered footnote in this schedule (describing remedies), Royce
shall achieve the following minimum sales of Products in each year following
First Commercial Sale:

    Following First Commercial    Royce must achieve minimum sales of:
    Sale, for each year during
    the Term:

    Year 1                        The lesser of **** units or ***** (a)
    Year 2                        The lesser of **** units or ***** (a)
    Year 3                        The lesser of **** units or ***** (b) and (c)
    Year 4                        The lesser of **** units or ***** (b) and (c)
    Year 5 and each               The lesser of **** units or ***** (b) and (c)
    year thereafter

(a) Subject to Royce's right to cure in paragraph 4.3.2, Organogenesis' only
    remedy is to appoint one or more additional distributors.

(b) Subject to Royce's right to cure in paragraph 4.3.2., Organogenesis may
    appoint one or more additional distributors, and, if Royce does not make
    at least the following minimum sales of Products, Organogenesis may
    terminate this Agreement and recover all licenses granted hereunder:

    Year 3                        $*****
    Year 4                        $*****
    Year 5                        $*****

(c) If, but only if, Organogenesis decides to terminate this Agreement for non
    -payment by Royce of the minimum royalties in subparagraph (b),
    immediately above, Organogenesis must make a one-time termination cash
    payment to Royce equal to ***** of the prior **** months Net Sales, and
    repurchase at Royce's option, for cash at cost all in-date inventory of
    Product.


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                                   SCHEDULE F

Subject to the lettered footnotes in this Schedule, Royce shall pay
Organogenesis as a royalty:

                    [****] x (Net Sales- [COGS + M/S Credit])

(a) COGS = cost of goods sold = the Supply Price as defined in 1.19 of all
    Products commercially sold.

(b) M/S Credit (marketing and sales expense credit) is defined according to the
    following schedule, and includes the cost of samples and all other marketing
    and sales expenses:

    In each year during the Term       The percent of Net Sales allowed
    following First Commercial Sale:   as a credit for sales and marketing
                                       expenses shall be:

    Year 1                             [***] of Net Sales
    Year 2                             [***] of Net Sales
    Year 3                             [***] of Net Sales
    Year 4 and each year
           thereafter                  [***] of Net Sales


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                              AMENDMENT AGREEMENT
                              -------------------

This Amendment Agreement made as of October 15, 2001 (the Effective Date)
between ORGANOGENESIS INC., a corporation organized under the laws of the State
of Delaware, having a present principal address at 150 Dan Road, Canton,
Massachusetts 02021 USA (hereinafter Organogenesis), and Royce Medical Company,
a corporation organized under the laws of the State of California, having a
present principal address at 742 Pancho Road, Camarillo CA 93012 (hereafter
Royce);

                                  WITNESSETH:
                                  -----------

WHEREAS, the parties entered into an Exclusive License and Distribution
Agreement dated December 18, 2000 (the "Agreement"); and

WHEREAS, the parties now wish to amend that Agreement to reflect an agreeable
method for the responsibility for the handling of any action that is brought by
third parties against Royce for infringement of patents from the sale or use by
Royce of Products, as described in this Agreement; and

WHEREAS, as amended hereby, the parties wish to continue in force the whole of
the Agreement;

NOW THEREFORE the parties agree that:

FIRST. Article 12, "Product Liability" is hereby amended to add at the end
thereof the following Article 12.4.

"12.4 Patent Indemnity. Organogenesis hereby indemnifies Royce, and its
officers, directors, and employees from any amounts it becomes obligated to pay
to any third party person or entity as part of a final and unappealable or
unappealed judgment of any court concluding that Royce's sale or use of Products
infringes the patent or patents of any third person. The obligations of this
indemnity are conditioned upon the compliance by Royce with all of the
provisions of Article 10.2."

SECOND. Article 10.2 is hereby amended in its entirety to read as follows:

"If the manufacture sale or use of Product pursuant to this Agreement results in
any claim, suit or proceedings lodged by a third party alleging patent
infringement by Organogenesis or Royce (or the Affiliates of either), Royce


<PAGE>


*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.

shall promptly notify Organogenesis in writing of receipt of any regarding any
such claim. Organogenesis shall have the exclusive right and obligation to
defend and control the defense of any action derived from any such claim suit or
proceeding at its own expense using counsel of its own choice. Organogenesis
shall have the exclusive right at any time and on any terms or conditions it
deems in its sole discretion advisable, including agreeing to the cross
licensing of one or more of the Patents to the owner of those patents alleged to
be infringed by the sale of Products, to settle or compromise any such claim,
suit or proceeding. Organogenesis shall timely keep Royce informed of all
material developments in connection with any such claim, suit or proceeding. The
provisions of this section 10.2 shall not apply to any claim, suit or proceeding
alleging infringement or misuse of any trademark."

THIRD. All other terms and conditions of this Agreement are hereby continued in
full force and effect, and are confirmed as of the date hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their authorized representatives and delivered in duplicate
originals as of the Effective Date, whereby they evidence their intent to be
legally bound.

ROYCE MEDICAL COMPANY                      ORGANOGENESIS INC.

BY: /s/ Jeff Haines                        By:  /s/ John J. Arcari
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