CONFIDENTIAL TREATMENT HAS BEEN
           REQUESTED FOR CERTAIN PORTIONS OF THIS DOCUMENT










                EXCLUSIVE LICENSE AND SUPPLY AGREEMENT

                               between

           CONVATEC, A DIVISION OF E.R. SQUIBB & SONS, INC.

                                 and

                    FIRST SCIENTIFIC CORPORATION,
                     A WHOLLY OWNED SUBSIDIARY OF
                        FIRST SCIENTIFIC, INC.


                          TABLE OF CONTENTS


1   DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . .  5
2   GRANT OF LICENSE AND DISTRIBUTION RIGHTS TO CONVATEC . . . . .  6
3   LICENCE FEE. . . . . . . . . . . . . . . . . . . . . . . . . .  7
4   EXCLUSIVE PURCHASE AND SUPPLY OF THE SOLUTION INGREDIENTS. . .  7
5   FURTHER OBLIGATIONS OF FIRST SCIENTIFIC. . . . . . . . . . . .  7
6   PRICING. . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
7   REGULATORY APPROVAL FOR SALE . . . . . . . . . . . . . . . . .  8
8   CONTRACT MANUFACTURING . . . . . . . . . . . . . . . . . . . .  8
9   SALES AND MARKETING. . . . . . . . . . . . . . . . . . . . . .  8
10  REGULATORY COMPLIANCE. . . . . . . . . . . . . . . . . . . . .  9
11  RIGHTS OF INSPECTION . . . . . . . . . . . . . . . . . . . . .  9
12  WARRANTY . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
13  TIME, MANNER ,AND CURRENCY OF PAYMENT. . . . . . . . . . . . . 11
14  PROTECTION OF LICENSE RIGHTS . . . . . . . . . . . . . . . . . 11
15  INFRINGEMENT OF LICENSED RIGHTS. . . . . . . . . . . . . . . . 11
16  INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . . 12
17  SOLUTION LIABILITY INSURANCE . . . . . . . . . . . . . . . . . 12
18  CONTINGENT MANUFACTURING OF THE SOLUTION . . . . . . . . . . . 13
19  SOLUTION SERVICE RIGHTS AND OBLIGATIONS. . . . . . . . . . . . 13
20  SOLUTION TESTING . . . . . . . . . . . . . . . . . . . . . . . 13
21  CONFIDENTIALITY. . . . . . . . . . . . . . . . . . . . . . . . 13
22  EFFECTIVE DATE AND TERM. . . . . . . . . . . . . . . . . . . . 14
23  TERMINATION FOR CAUSE. . . . . . . . . . . . . . . . . . . . . 14
24  RIGHTS AND OBLIGATIONS UPON EXPIRATION OR TERMINATION. . . . . 15
25  MAINTENANCE OF INTELLECTUAL PROPERTY . . . . . . . . . . . . . 15
26  RIGHTS OF FIRST REFUSAL. . . . . . . . . . . . . . . . . . . . 15
27  RELATIONSHIP . . . . . . . . . . . . . . . . . . . . . . . . . 16
28  PUBLICITY. . . . . . . . . . . . . . . . . . . . . . . . . . . 16
29  ASSIGNMENT . . . . . . . . . . . . . . . . . . . . . . . . . . 16
30  REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . 17
31  MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . 17


SCHEDULES
   A-LICENSES RIGHTS
   B-SOLUTIONS
   C-PRICING
   D-FIRST SCIENTIFIC TESTING SERVICE / PRICING

<PAGE>

   This Agreement, executed as of the 1st day of July, 1999, by and
between FIRST SCIENTIFIC CORPORATION (a Utah corporation) a
wholly-owned subsidiary of First Scientific, Inc. (a Delaware
corporation), with offices at 1877 West 2800 South, Suite. 200,
Ogden, Utah 84401, (hereinafter referred to as "FIRST SCIENTIFIC"
and/or Licensor) and CONVATEC, a Division of E.R. Squibb & Sons,
Inc., with offices at 200 Headquarters Park Drive, Skillman, New
Jersey 08558 (hereinafter referred to as "CONVATEC" and/or Licensee).

                             WITNESSETH:


    WHEREAS, FIRST SCIENTIFIC represents and  warrants that it owns
all of the  right, title and interest in and to certain intellectual
property including information pertaining to the SOLUTION(such
rights and the SOLUTION hereinafter more particularly defined), that
it has the right to grant licenses with respect to such rights, and
that it may enter into and perform its obligations under this
AGREEMENT without breach of any prior agreement; and

    WHEREAS, FIRST SCIENTIFIC has the necessary expertise and skill
required to supply and to manufacture or cause to be manufactured
the ingredients necessary to produce the SOLUTION as set forth
hereinafter; and

    WHEREAS, CONVATEC is desirous of obtaining certain marketing
rights, distribution rights and licenses from FIRST SCIENTIFIC
relating to the aforementioned intellectual property, information
and the SOLUTION; and

   WHEREAS, CONVATEC is desirous of securing a timely and
uninterrupted source of supply of the SOLUTION (hereinafter more
particularly defined) for all of its requirements of the
 SOLUTION as a raw material for the manufacture by itself or by
third parties of other  products; and

   WHEREAS, FIRST SCIENTIFIC is willing to grant such marketing
rights, distribution rights and licenses upon the conditions herein
and, further, to undertake the obligations of supply and/or
manufacture of the SOLUTION for CONVATEC as more fully set forth
hereinafter;

   NOW THEREFORE, for and in consideration of these premises and the
mutual promises hereinafter
contained, and other good and valuable consideration, the amount and
sufficiency of which is hereby
acknowledged, the parties hereto have mutually agreed as follows:

1   DEFINITIONS

The following terms as used in this AGREEMENT shall, unless the
context clearly indicates to the contrary, have the meanings set
forth in this Article:

1.1     "AGREEMENT" shall mean this document and all attachments or
        schedules , as well as any amendments which may be made
        hereafter, in accordance with Article 31.2 hereof.

1.2     "AFFILIATE" shall mean any corporation directly or
        indirectly owning, owned by or under common ownership with
        the corporate entity in question to the extent of at least
        fifty percent (50%) of the voting shares, including
        directors' qualifying shares owned beneficially by such
        corporate entity, having the power to vote for directors.

1.3     "ALTERATION" shall mean any alteration, change, or
        modification to the SOLUTION, as requested by CONVATEC
        including, but not limited to, the applications, uses
        composition, form, substance and/or properties of the
        SOLUTION, and which relates to the FIELD OF USE.  Any such
        ALTERATIONS, changes or modifications shall be made under
        separate license agreement(s)

1.4     "FIELD OF USE" shall mean the use of the SOLUTION in moist
        towelettes for applications relating to patient bathing and
        skin care in hospitals, nursing homes or professionally
        administered home health care settings.

1.5     "FINAL PRODUCTS" shall mean any products within the FIELD OF
        USE sold by CONVATEC into which the SOLUTION is incorporated.

1.6     "LICENSED RIGHTS" shall mean the trade secret(s) and/or
        copyright(s), and/or patent(s) and/or application(s)
        embodied in precisely the same percentages of the exact
        components specified in Schedule A, LICENSED RIGHTS,
        attached hereto and any and all other copyright(s),
        patent(s) and/or application(s) that may issue from time to
        time in the name of Licensor, whether secured by Licensor or
        by Licensee including any and all renewals, divisions,
        continuations, continuations-in-part, reissues, or
        extensions of or to any of the aforesaid trade secret(s),
        copyright(s), patent(s) and application(s) which pertain to
        the SOLUTION

1.7     "SOLUTION' shall mean the exact solution XXXXXXX
        (CONFIDENTIAL TREATMENT REQUESTED) produced by the precise
        formula described and specified in Schedule B, SOLUTION,
        attached hereto.

1.8     "TECHNOLOGY" shall mean all information and know-how which
        relate to the manufacturing, marketing, use, distribution or
        sale of the SOLUTION (including, by way of illustration,
        manufacturing procedures, clinical data, medical uses and
        methods, product forms, specifications, customer lists, and
        marketing information), which FIRST SCIENTIFIC has
        heretofore developed or acquired.

1.9     "TERM OF AGREEMENT". The initial term of this AGREEMENT
        shall be deemed to begin on July 1, 1999, and shall
        terminate on XXXXXXXXXXXXXXXXXX. (CONFIDENTIAL TREATMENT
        REQUESTED).

1.10    "TERRITORY" shall mean all countries of the world, without
        exception, and shall further include all market segments and
        customers within the FIELD OF USE, without exception.

2       GRANT OF LICENSE AND DISTRIBUTION RIGHTS TO CONVATEC

2.1         FIRST SCIENTIFIC hereby grants to CONVATEC and its
            AFFILIATES a royalty-free, exclusive license in the
            TERRITORY, including the right to grant sublicenses in
            such circumstances as deemed necessary or appropriate by
            CONVATEC to further the commercial purposes of this
            AGREEMENT, under TECHNOLOGY and LICENSED RIGHTS to
            manufacture, use, distribute, market and/or sell the
            SOLUTION and/or FINAL PRODUCTS in the FIELD OF USE.
            FIRST SCIENTIFIC agrees, for the term of this AGREEMENT
            and any renewals, not to grant a license subsequent to
            the effective date of this AGREEMENT to any party, to
            use, distribute, market or sell the SOLUTION in the
            FIELD OF USE in the TERRITORY except as otherwise
            permitted hereinafter. Notwithstanding the foregoing,
            FIRST SCIENTIFIC does not grant a license hereunder
            covering other formulations containing dimethicone.
            Further, the modification of botanical and fragrance
            components of the SOLUTION formula shall not be
            construed as still constituting the SOLUTION, and thus
            such modified formulations shall remain the sole and
            exclusive proprietary formulations of FIRST SCIENTIFIC,
            and FIRST SCIENTIFIC shall have unrestricted rights to
            license and/or sell such modified formulas and products
            derived therefrom. FIRST SCIENTIFIC further hereby
            grants CONVATEC the exclusive right, including the right
            to grant sublicenses in such circumstances as deemed
            necessary or appropriate by CONVATEC to further the
            commercial purposes of this AGREEMENT , to use
            TECHNOLOGY to manufacture, use, distribute, market
            and/or sell the SOLUTION and/or FINAL PRODUCTS in the
            FIELD OF USE in the TERRITORY. FIRST SCIENTIFIC further
            hereby appoints CONVATEC as the Exclusive Distributor
            and Seller of the  SOLUTION in the FIELD OF USE in the
            TERRITORY. CONVATEC hereby accepts such appointment.
            FIRST SCIENTIFIC shall not, during the term of this
            AGREEMENT , appoint any party other than CONVATEC as a
            manufacturer, marketer, distributor or seller of the
            SOLUTION in the FIELD OF USE in the TERRITORY except as
            otherwise permitted hereinafter, nor shall FIRST
            SCIENTIFIC  itself engage in such activities except by
            prior written agreement with CONVATEC.

3       LICENSE FEE

3.1     XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
        XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
        XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
        XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
        XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
        XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
        XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
        XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
        XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
        XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
        XXXXXX        (CONFIDENTIAL TREATMENT REQUESTED)

4       EXCLUSIVE PURCHASE AND SUPPLY OF THE SOLUTION INGREDIENTS

4.1     CONVATEC agrees, for the term of this AGREEMENT and any
        renewals, to purchase or cause to be purchased exclusively
        from FIRST SCIENTIFIC all of its requirements of the
        SOLUTION, except distilled water, per Schedule B. FIRST
        SCIENTIFIC agrees, for the term of this AGREEMENT and any
        renewals, to supply exclusively to CONVATEC or CONVATEC's
        contract manufacturer the precise SOLUTION ingredients
        and/or concentrate the FIELD OF USE within the TERRITORY.
        FIRST SCIENTIFIC further agrees, for the term of this
        AGREEMENT and any renewals, not to supply any other party
        which is not a permitted assignee or contract manufacturer
        of CONVATEC hereunder, with the SOLUTION or the exact
        formulation SOLUTION in the FIELD OF USE within the
        TERRITORY, except as otherwise permitted hereinafter.

5       FURTHER OBLIGATIONS OF FIRST SCIENTIFIC

5.1     FIRST SCIENTIFIC and CONVATEC shall each, at all times
        during the term of this AGREEMENT , provide reasonable
        notice and cooperation in the defense and resolution of any
        legal actions in respect of the SOLUTION, including those
        relating to the potential infringement of patent, copyright,
        trade secret or other intellectual property issues.

5.2         Upon execution of this AGREEMENT and throughout the term
            hereof, FIRST SCIENTIFIC shall maintain and inform
            CONVATEC of any  and all regulatory registration,
            approval and/or applications for approval of the sale
            and marketing of the SOLUTION, which FIRST  SCIENTIFIC
            has undertaken and which are pending before any
            regulatory authority in any country of the TERRITORY.

6       PRICING

6.1     XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
        XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
        XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
        XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
        XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
        XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
        XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
        XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
        XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
        XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
        XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
        XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
        XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
         (CONFIDENTIAL TREATMENT REQUESTED)

7 REGULATORY APPROVAL FOR SALE

7.1 During the term of this AGREEMENT and any renewals, CONVATEC
    shall be responsible for all registrations or approvals
    necessary to market the SOLUTION and/or FINAL PRODUCT in the
    FIELD OF USE in such countries of the TERRITORY in which
    CONVATEC shall determine regulatory registration or approval
    therein is necessary or desirable, and CONVATEC agrees to assume
    all rights relating to such regulatory approval. FIRST
    SCIENTIFIC shall reasonably cooperate and assist with any
    regulatory filings deemed necessary or desirable by CONVATEC.

8 CONTRACT MANUFACTURING

8.1 CONVATEC shall have its contract manufacturer issue Purchase
    Orders for all of CONVATEC'S requirements of the SOLUTION
    ingredients during the term of this AGREEMENT.

8.2 FIRST SCIENTIFIC shall reach agreement with CONVATEC'S contract
    manufacturer for the timely transport and delivery of SOLUTION
    ingredients or reasonable and customary commercial terms using
    the pricing agreed on herein.

9 SALES AND MARKETING

9.1 CONVATEC shall be responsible for establishing resale prices for
    the SOLUTION and/or FINAL PRODUCTS in the FIELD OF USE within
    the TERRITORY. CONVATEC shall be responsible for advertising,
    promotional and educational materials required for the SOLUTION
    and/or FINAL PRODUCTS.

10 REGULATORY COMPLIANCE

10.1 FIRST SCIENTIFIC shall manufacture the SOLUTION ingredients or
     have the SOLUTION ingredients manufactured in accordance with
     United States FDA Drug CGMPs (21 CFR Parts 2 I 0 and 2 I  1) as
     may be applicable to the regulatory classification of the
     SOLUTION in the FIELD OF USE, as determined by CONVATEC.  FIRST
     SCIENTIFIC agrees to supply validating test data as requested
     by CONVATEC.  FIRST SCIENTIFIC shall maintain traceability
     records on the goods manufactured and cooperate with CONVATEC
     in the event CONVATEC shall ever initiate any remedial action
     for the SOLUTION and/or technologies or procedures used to
     manufacture the SOLUTION covered by this agreement. If the
     remedial action is required as a result of FIRST SCIENTIFIC's
     negligence, FIRST SCIENTIFIC shall bear the expense, but
     otherwise CONVATEC shall bear the expense. FIRST SCIENTIFIC
     shall notify CONVATEC promptly in writing in the event a
     governmental agency issues an inspection report or other
     finding of non-compliance in connection with the SOLUTION
     and/or technologies or procedures used to manufacture the
     SOLUTION, its manufacture, storage or handling and shall
     provide CONVATEC with a copy of any such report or finding,
     edited for data or information not related to CONVATEC or the
     SOLUTION. CONVATEC shall have the right to participate with
     FIRST SCIENTIFIC in the preparation of any response to said
     finding of non-compliance. CONVATEC shall be responsible for
     creating all warnings, precautions, and labels required for the
     SOLUTION, although FIRST SCIENTIFIC shall assist CONVATEC in
     the preparation of these materials as requested. CONVATEC shall
     promptly advise FIRST SCIENTIFIC of all changes, amendments,
     additions, deletions and/or modifications to any such SOLUTION
     labeling. In the event that a particular market within the
     TERRITORY of this AGREEMENT shall require information regarding
     the SOLUTION in addition to that contained in specifications
     attached hereto, FIRST SCIENTIFIC shall provide said
     information to CONVATEC if FIRST SCIENTIFIC has such
     information available to it. CONVATEC shall be responsible, in
     accordance with 2 I CFR 2 I  I. 198, for the reporting to FDA
     of all OTC pharmaceutical reportable events as required. Copies
     of all SOLUTION complaints received by CONVATEC shall be
     forwarded to FIRST SCIENTIFIC on a timely basis. FIRST
     SCIENTIFIC agrees to assume responsibility, at the request of
     CONVATEC, for the investigation of any SOLUTION complaint
     received by CONVATEC; FIRST SCIENTIFIC shall provide copies of
     all such complaint investigations to CONVATEC upon completion
     of the investigation.

11 RIGHTS OF INSPECTION

11.1 FIRST SCIENTIFIC shall allow representatives of CONVATEC and/or
     of BRISTOL-MYERS SQUIBB COMPANY to inspect and evaluate those
     areas of the FIRST SCIENTIFIC testing facilities and
     manufacturing sites devoted to the  manufacture, testing and
     storage of the SOLUTION as needed pursuant to CONVATEC or
     BRISTOL-MYERS SQUIBB COMPANY auditing procedures. Similarly,
     CONVATEC shall afford FIRST SCIENTIFIC the same inspection,
     evaluation and audit opportunities to its contract manufacturer
     with CONVATEC's presence. Each party shall provide the other
     with as much advance notification as possible prior to such
     inspections and in any event a minimum of five  (5) business
     days. CONVATEC shall have the right of inspection during normal
     business hours; further provided, however, CONVATEC shall
     undertake to complete its initial evaluation of such areas of
     such site promptly following the execution of this AGREEMENT
     and, in any event, within thirty (30) days following the date
     of this AGREEMENT. In addition, FIRST SCIENTIFIC shall
     cooperate with CONVATEC in attempting to obtain the right to
     inspect with FIRST SCIENTIFIC's presence any raw material
     vendors' manufacturing facilities, as may be reasonable or
     necessary.

12 WARRANTY

12.1 FIRST SCIENTIFIC warrants that all the SOLUTION shall be free
     from defects in materials, workmanship and fabrication. FIRST
     SCIENTIFIC also warrants that the SOLUTION shall meet the
     appropriate descriptions and specifications set forth in
     Schedule B (the SOLUTION), attached hereto, and that no changes
     in the referenced descriptions and !specifications or
     manufacturing process of the SOLUTION, nor changes of any other
     nature which could reasonably result in a change in the
     regulatory status of the SOLUTION, shall be made without the
     prior notice to and consultation of CONVATEC including the
     opportunity to object to such change. FIRST SCIENTIFIC also
     agrees that CONVATEC may inspect the manufacture of the
     SOLUTION and packaging components in accordance with Article 11
     of this Agreement to ascertain that it is being carried out in
     accordance with the FDA Drug CGMPs (21 CFR Parts210 and 211)
     outlined by U.S. FDA, CONVATEC and BRISTOL-MYERS SQUIBB COMPANY
     quality assurance standards and that FIRST SCIENTIFIC will use
     reasonable commercial efforts to make any necessary changes
     thereto, as mutually agreed between CONVATEC and FIRST
     SCIENTIFIC, upon receipt of written request by CONVATEC after
     such inspection provided such changes conform to all
     descriptions and specifications of Schedule B hereto. These
     warranties shall survive acceptance and payment for a
     reasonable period, and shall run to CONVATEC, its permitted
     assigns, and to customers and users of the SOLUTION, providing
     the SOLUTION is used as directed and in a normal manner. FIRST
     SCIENTIFIC shall replace all goods which do not conform to the
     descriptions and specifications of Schedule B, or otherwise
     meet the aforesaid warranties, as validated by FIRST SCIENTIFIC
     at no charge when requested to do so by CONVATEC and agreed to
     by FIRST SCIENTIFIC, and shall assume all shipping and handling
     costs of so doing. Notwithstanding any other provision in this
     AGREEMENT to the contrary, the foregoing shall be the sole and
     exclusive remedy under this paragraph, at law or otherwise for
     CONVATEC. Neither FIRST SCIENTIFIC nor CONVATEC, nor any of
     their Affiliates, shall be liable to the other for any claim or
     damage, including, without limitation, consequential,
     incidental, special, punitive and exemplary damages, whether
     arising  hereunder, at  law, in contract or in tort, or otherwise.

13 TIME, MANNER, AND CURRENCY OF PAYMENT

13.1 Payments to FIRST SCIENTIFIC which have accrued under the
     provisions of this Agreement and are payable directly by
     CONVATEC shall be due and payable with net fifty (50) day
     terms, and shall be paid in United States Dollars. In respect
     of any payments required of CONVATEC by this AGREEMENT, the
     payment obligation of CONVATEC shall be deemed satisfied by the
     issuance of written instruments of payment or wire transfer
     made payable to First Scientific Corporation.

13.2 Terms for any payments to FIRST SCIENTIFIC by CONVATEC'S
     contract manufacturer shall be negotiated between FIRST
     SCIENTIFIC and the contract manufacturer along reasonable and
     customary provisions in the trade. However, should CONVATEC'S
     contract manufacturer fail to pay FIRST SCIENTIFIC according to
     net sixty (60) days from invoice date terms because of
     bankruptcy filing, or because of a dispute with CONVATEC,
     CONVATEC guarantees to pay FIRST SCIENTIFIC upon being notified
     by FAX of the contract manufacturer's failure to pay FIRST
     SCIENTIFIC.

14 PROTECTION OF LICENSED RIGHTS

14.1 In the event CONVATEC acquires information that any of the
     LICENSED RIGHTS appear to cover the exact same formulation of
     the SOLUTION being sold or distributed in the FIELD OF USE by a
     third party during the term of this AGREEMENT or any renewals
     hereof, CONVATEC shall promptly so notify FIRST SCIENTIFIC, and
     FIRST SCIENTIFIC shall use all reasonable commercial efforts to
     enforce and assert all valid rights for the SOLUTION ;
     provided,  however, that if FIRST SCIENTIFIC does not wish to
     assert such rights, it shall so notify CONVATEC and obtain
     consent of CONVATEC to refrain from assertion of the rights,
     which consent shall not be unreasonably withheld. FIRST
     SCIENTIFIC agrees that, except as specifically authorized
     herein, during the term of this AGREEMENT, or any renewal
     hereof, it shall not grant a license or rights to the exact
     fragrance/botanical blend, as described in Schedule A, to any
     third party .

15 INFRINGEMENT OF LICENSED RIGHTS

15.1 In the event CONVATEC, after exhausting the procedures set
     forth in Article 14, above, reasonably determines that
     continued distribution of the SOLUTION hereunder is not
     warranted without obtaining a royalty bearing license from a
     third party, then CONVATEC and FIRST SCIENTIFIC shall mutually
     agree, after good faith negotiations, upon an adjustment to the
     pricing herein specified or other mutually acceptable solution.
     If any injunction should result from a claim of patent,
     copyright or trademark infringement so as to prevent CONVATEC
     from distributing the SOLUTION hereunder, FIRST SCIENTIFIC
     shall reimburse CONVATEC for any and all payments made by CONVATEC
     to FIRST SCIENTIFIC for the SOLUTION used to make the SOLUTION so
     enjoined, provided the SOLUTION is returned to FIRST SCIENTIFIC, at
     the expense of FIRST SCIENTIFIC.

16 INDEMNIFICATION

16.1 FIRST SCIENTIFIC shall indemnify, hold harmless and defend
     CONVATEC from and against any and all claims, costs, demands,
     liabilities, losses, damages, and expenses of whatever nature,
     including reasonable attorney's fees, made against or sustained
     by CONVATEC in respect of death or personal injury caused by
     the negligence of FIRST SCIENTIFIC, but not in respect of
     consequential loss or damage of CONVATEC (whether for loss of
     profit or otherwise). CONVATEC shall indemnify, hold harmless
     and defend FIRST SCIENTIFIC from and against any and all
     claims, costs, demands, liabilities, losses, damages and
     expenses of whatever nature, including reasonable attorney's
     fees, made against or sustained by FIRST SCIENTIFIC in respect
     of death or personal injury caused by the negligence of
     CONVATEC, but not in respect of consequential loss or damage of
     FIRST SCIENTIFIC (whether for loss of profit  or otherwise).The
     provisions of this paragraph shall survive the termination of
     this AGREEMENT.

16.2 Notwithstanding anything herein to the contrary, no indemnity
     obligation contained in the preceding paragraph shall apply
     unless the party claiming indemnification notifies the other
     party as soon as reasonably practicable of any matters in
     respect of which the indemnity may apply and of which the
     notifying party has knowledge and gives the other party the
     opportunity to control the response thereto and the defense
     thereof; provided, however, that the party claiming
     indemnification will have the right to participate in any legal
     proceedings to contest and defend a claim for indemnification
     involving a third party and to be represented by its own
     attorneys, all at such party's cost and expense; provided
     further, however, that no settlement or compromise of an
     asserted third-party claim may be made without the prior
     written consent of the party claiming indemnification, which
     consent will not be unreasonably withheld.

17 SOLUTION LIABILITY INSURANCE

17.1 Each party shall furnish the other with certificates of
     insurance evidencing the following coverages and providing for
     at least thirty (30) days prior written notice of cancellation
     or material modification. CONVATEC retains the right to
     self-insure any or all of the following exposure consistent
     with past practice.

 During the term of this contract, each party shall maintain at its
 own expense the following kinds of insurance with minimum limits as
 set forth below. Each party shall have its Commercial General
 Liability Policy endorsed to name the other as an additional
 insured.

  Kind(s) of Insurance                    Minimum Limits
  ---------------------                -------------------
                                       $1,000,000 single occurrence
  Commercial General                   $2,000,000 aggregate limit per
  Liability                            Occurrence for Bodily Injury
                                       And Property Damage

18 CONTINGENT MANUFACTURING OF THE SOLUTION

18.1 In the event of the inability or failure by FIRST SCIENTIFIC to
     supply the SOLUTION in accord with agreed upon delivery
     schedules, which inability or failure continues for a period in
     excess of thirty (30) days, FIRST SCIENTIFIC will arrange a
     temporary alternative source of supply to the full satisfaction
     of CONVATEC in order to satisfy the requirements set forth in
     this AGREEMENT or in any agreement negotiated with CONVATEC'S
     contract manufacturer. If FIRST SCIENTIFIC demonstrates
     repeated inability over any consecutive ninety (90) day period
     to supply the SOLUTION, then CONVATEC shall have the right to
     arrange its own source of supply and pay FIRST SCIENTIFIC a
     royalty equal to the actual savings, if any,  resulting from
     such alternative supply.

19 SOLUTION SERVICE RIGHTS AND OBLIGATIONS

19.1 FIRST SCIENTIFIC agrees to provide certain testing services as
     set forth in Schedule D,"FIRST SCIENTIFIC TESTING
     SERVICES/PRICING" attached hereto, including but not limited to
     batch stability testing. FIRST SCIENTIFIC agrees that its
     advisory and support services as set forth in Schedule D may be
     canceled by CONVATEC at any time upon six (6) months' written
     notice, without prejudice to all other rights and obligations
     of the parties under this AGREEMENT. Any annual stability
     testing beyond that set forth in Schedule D will be conducted
     by Bristol-Myers Squibb Company, or an alternate facility at
     CONVATEC's discretion, at CONVATEC's expense.

20 SOLUTION TESTING

20.1 Included in the purchase price for SOLUTION is initial raw
     material testing by FIRST SCIENTIFIC. Upon receipt of SOLUTION
     by CONVATEC's contract manufacturer, samples of each SOLUTION
     ingredient will be drawn and sent to FIRST SCIENTIFIC. FIRST
     SCIENTIFIC shall perform the following testing services
     pursuant to this section: (1) an identification test for each
     SOLUTION ingredient, and (2) a quantitative analysis of assay
     for each active drug ingredient.

21 CONFIDENTIALITY

22.1 Each party undertakes to keep secret and confidential and not
     to disclose to any third party or to use, except as it is
     necessary in carrying out the purpose of this AGREEMENT ,
     during the term of this AGREEMENT and for a period of five (5)
     years thereafter, any information, data or know-how disclosed
     to it by the other party except:

 (1) information, data or know-how which at the time of disclosure
     is in the public domain or publicly known or available;

 (2) information, data or know-how which, after disclosure, becomes
     part of the public domain or publicly known or available by
     publication or otherwise, except by breach of this AGREEMENT by
     the receiving party;

 (3)  information, data or know-how which the receiving party can
     establish by competent proof was in its possession at the time of
     disclosure  by the other party;

 (4) information, data and know-how which the receiver receives from
     a third party; provided,  however, that such information was
     not obtained by said third party from the other party; and

 (5) information, data and know-how which the receiver derives
     independently of such disclosure

22 EFFECTIVE DATE AND TERM

22.1 This AGREEMENT is deemed effective as set forth in Article 1.9.
     The AGREEMENT shall thereafter renew automatically each year
     for an additional term of one ( 1 ) year , unless either party
     provides the other with written notice at least six (6) months
     prior to the expiration date of its intent not to  renew,
     subject to the pricing terms and conditions provided in Article
     6. 1 .

23 TERMINATION FOR CAUSE

23.1 Failure by FIRST SCIENTIFIC or CONVATEC or of any  of their
     AFFILIATES or sublicensees to comply with any of the
     obligations and conditions herein contained, unless such
     failure results from or is caused by applicable laws or
     regulations, shall entitle the other party to give to the party
     in default notice requiring it to make good such default. If
     such default is not made good within six (6) months after
     receipt of such  notice, the notifying party shall be entitled
     (without prejudice to any of its other rights conferred on it
     by this AGREEMENT) to terminate this AGREEMENT by giving notice
     to take effect immediately. The right of either  party to
     terminate this AGREEMENT , as herein above provided, shall not
     be affected in any way by its waiver of, or failure to take
     action with respect to, any previous default.

23.2 Either party shall have the option to terminate this AGREEMENT
     at any time in the event that the other party is adjudicated
     bankrupt, or a receiver of that party's business is appointed,
     or that party shall take an assignment for the benefit of creditors,
     or a petition under Chapter 11 of the Bankruptcy Act shall be filed
     on behalf of that party.

24 RIGHTS AND OBLIGATIONS UPON EXPIRATION OR TERMINATION

24.1 Expiration or termination of this AGREEMENT for any reason
     shall be without prejudice to:

 (1) the right of FIRST SCIENTIFIC to receive all revenues accrued
     and as yet unpaid on the effective date of such expiration or
     termination;

 (2) the rights and obligations provided in Articles 16 and 21
     hereof, and

 (3) any other remedies which either party may then or thereafter
     have hereunder or otherwise.

24.2 Upon the expiration or termination of this  AGREEMENT, CONVATEC
     shall notify  FIRST SCIENTIFIC of the amount of the SOLUTION
     that CONVATEC, its AFFILIATES, sublicensees and contract
     manufacturers then have on hand, and CONVATEC, its AFFILIATES
     and sublicensees shall then be permitted by FIRST SCIENTIFIC to
     sell such amount of the ,  however, FIRST SCIENTIFIC shall
     SOLUTION, as well as any unsold FINAL PRODUCT. have the right,
     at its option, to buy from CONVATEC all, but not less than all,
     of the remaining SOLUTION, but not any remaining FINAL PRODUCT,
     at CONVATEC'S acquisition cost.

25 MAINTENANCE OF INTELLECTUAL PROPERTY

25.1 FIRST SCIENTIFIC and CONVATEC each agrees to take all necessary
     action to maintain trade secret(s), copyright(s), patent(s), and
     all other  intellectual property protection in effect during the
     term of this AGREEMENT.

26 RIGHTS OF FIRST REFUSAL

26.1 FIRST SCIENTIFIC hereby grants CONVATEC a sixty (60) day Right
     of First  Refusal with respect to competing products, using or
     containing dimethicone, which may compete in the FIELD OF USE.
     In such case, said offer of rights shall be in the form of written
     notice by FIRST SCIENTIFIC to CONVATEC, after which the parties shall
     negotiate in good faith toward an agreement with regard to such competing
     product(s) in the FIELD OF USE in the TERRITORY. If after  sixty (60)
     days from such notice, no agreement is reached, FIRST SCIENTIFIC may
     then, and only then, offer said rights of sale and distribution in the
     TERRITORY to any third party on whatever terms FIRST SCIENTIFIC may deem
     opportune.

27 RELATIONSHIP

27.1 The relationship between FIRST SCIENTIFIC and CONVATEC is
     intended to be that of Licensor and Licensee, supplier and
     distributor or seller and buyer. Neither FIRST SCIENTIFIC nor
     CONVATEC, their employees, agents and representatives shall
     under any circumstances be considered agents, partners, joint
     venturers or representatives of the other. Neither FIRST
     SCIENTIFIC nor CONVATEC shall act or attempt to act, or
     represent itself, directly or by implication, as agent, joint
     venturer or representative of the other or in any manner assume
     or attempt to assume or create any obligation or liability of
     any kind, nature or sort expressed or implied on behalf of or
     in the name of the other.

28 PUBLICITY

28.1 Neither party shall issue any press release or other publicity
     materials, or make any presentation with respect to the
     existence of this Agreement or the terms and conditions hereof
     without the prior written consent of the other party, which
     consent shall not be unreasonably withheld or delayed. This
     restriction shall not, however, apply to normal investor
     relations publicity or disclosures required by law or
     regulation, including as may be required in connection with any
     filings made with the Securities and Exchange Commission or by
     the disclosure policies of a major Stock Exchange, or in the
     reasonable judgment  of FIRST SCIENTIFIC management, in normal
     investor relations reports, in which event the party required
     by law or regulation to disclose shall give the other party, at
     least ten (10) days in advance of the anticipated date of
     disclosure, written notice of its intent to disclose such
     information and a copy of such  proposed disclosure for review.

29 ASSIGNMENT

29.1 CONVATEC or FIRST SCIENTIFIC may assign its rights under this
     AGREEMENT in whole or in part to any AFFILIATE or AFFILIATES,
     which shall be substituted directly for it hereunder. At the
     request of the assigning party , the non-assigning party shall
     enter into a separate counterpart agreement with any such
     AFFILIATE. This AGREEMENT shall not otherwise be assignable by
     either party without the prior written consent of the other
     party, which consent shall not be unreasonably withheld,
     provided,  however, that either party may assign this AGREEMENT
     to a purchaser or successor of substantially all of its
     business related to the subject matter of this AGREEMENT

30 REPRESENTATIONS AND WARRANTIES

30.1 FIRST SCIENTIFIC: FIRST SCIENTIFIC represents and warrants that
     it is a duly authorized corporation existing under the laws of
     the State of Utah, in good standing; that it has the full
     right, power and authority to enter into this AGREEMENT, and in
     doing so, it will not violate, breach or infringe upon the
     right of any third party under any other agreement,
     understanding, venture, or undertaking or violate any statute,
     law, order or regulation of any relevant governmental body;
     that the person executing this AGREEMENT is vested by FIRST
     SCIENTIFIC with full authority to bind it to same; that it owns
     all of the right, title and interest in and to the United
     States and foreign trade secrets, copyrights, patent rights,
     and information pertaining to the SOLUTION; and that no right
     or license has been granted prior to the date of this AGREEMENT
     which in any way conflicts with the provisions of this AGREEMENT

30.2 CONVATEC: CONVATEC represents and warrants that it is an
     unincorporated division of E. R. Squibb & Sons, Inc., (A
     Bristol-Myers Squibb Company), a duly authorized corporation of
     the State of Delaware, in good standing; that it has the full
     right, power and authority to enter into this AGREEMENT and, in
     doing so, it will not violate, breach or infringe upon the
     right of any third party under any other agreement,
     understanding, venture or undertaking or violate any , that the
     person executing statute, law, order or regulation of any
     relevant governmental body. this AGREEMENT is vested by
     CONVATEC with full authority to bind it to same; and that no
     right or license has been granted prior to the date of this
     AGREEMENT which in any way conflicts with the provisions of
     this AGREEMENT.

31 MISCELLANEOUS PROVISIONS

31.1 NOTICES. Any notice or report required or permitted to be given
     or made under this AGREEMENT by one of the parties hereto to
     the other shall be in writing and shall be deemed to have been
     sufficiently given or made for all purposes if mailed by
     registered mail, postage prepaid, addressed to such other party
     at its respective address as follows:

  To FIRST SCIENTIFIC

   First Scientific Corporation
   Doug Warren
   President
   1877 West 2800 South Suite 200
   Ogden, Utah 84401

  To CONVATEC

   CONVATEC
   100 Headquarters Park Drive
   Skillman, New Jersey 08558
   Attention: Sr. Vice President, Technical Operations

 or to such other address as the addressees shall furnish in writing
 to the addressors.

31.2 ENTIRE AGREEMENT AND AMENDMENTS. This AGREEMENT and the
     SCHEDULES attached contain the entire understanding of the
     parties with respect to the matter contained herein. The
     parties hereto  may, from time to time during the term of this
     AGREEMENT - modify, vary or alter any of the provisions of this
     AGREEMENT , but only by a written instrument duly executed by
     all parties hereto.

31.3 GOVERNING LAW.  This AGREEMENT shall be construed in accordance
     with the  laws of the United States, State of New Jersey,
     without regard to conflicts of laws provisions which would
     result in the law of any other jurisdiction  being applied.

31.4 NON-WAIVER No failure by either party to assert its rights in
     the event of any default by the other party in the due
     observance or performance of any covenant, condition or
     limitation thereunder shall be deemed a waiver of such rights,
     nor shall any such waiver be implied from any conduct of either
      party. No waiver by either party with respect to any such
     default shall affect the rights of that party in the event of
     any  subsequent default of like  or different kind.

31.5 SEVERABILITY. In the event that any part or parts of this
     AGREEMENT shall be finally held illegal or unenforceable by any
     court or administrative body of competent jurisdiction, such
     determination shall not affect the remaining provisions of this
     AGREEMENT , which shall remain in full force and effect;
     provided,  however, that if such determination renders
     impossible the substantial performance of this AGREEMENT, then
     this AGREEMENT shall terminate

31.6 FORCE MAJEURE. The obligations of either party to perform under
     this AGREEMENT shall be excused if such failure to perform or
     any delay is caused by matters such as acts of God, strikes,
     civil commotion, riots, wars, revolution, acts of government,
     or governmental agencies or instrumentalities (including,
     without limitation, courts and judicial bodies), invasions,
     fire, explosion, flood, delay of carrier, energy shortages, or
     any other cause whether similar or dissimilar to those
     enumerated which is reasonably beyond the control of the party
     obligated to perform. Upon the occurrence of such an event, the
     duties and obligations of the parties shall be suspended for
     the duration of the event preventing proper performance under
     this AGREEMENT; provided,  however, that if such suspension
     shall continue in excess of ninety (90) days, the parties shall
     attempt to arrive at a mutually acceptable compromise within
     the spirit and intent of this AGREEMENT

 IN WITNESS  WHEREOF, the parties have caused this AGREEMENT to be
  effective as of the date first above written.



FIRST SCIENTIFIC CORPORATION          CONVATEC, a Division of
                                      E.R. Squibb & Sons, Inc.




By. /s/ Douglas R. Warren             By. /s/ Costa Papastephanou
    --------------------------            --------------------------
     Douglas R Warren                     Costa Papastephanou
     President / CEO                      Senior Vice President
                                          Technical Operations


Date.  8 August 1999                  Date.  8 August 1999
     -----------------------             --------------------------



                     SCHEDULE A - LICENSED RIGHTS



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                        SCHEDULE B - SOLUTION



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                  (CONFIDENTIAL TREATMENT REQUESTED)
                         SCHEDULE C - PRICING


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       SCHEDULE D - FIRST SCIENTIFIC TESTING SERVICES / PRICING

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                  (CONFIDENTIAL TREATMENT REQUESTED)