Exhibit 10.7

                                                    For Execution


                SECURITIES PURCHASE AGREEMENT /*/

     SECURITIES PURCHASE AGREEMENT dated as of September 30,
1998, between Elan International Services, Ltd., a Bermuda
corporation ("EIS"), and Electropharmacology, Inc., a Delaware
corporation (together with all subsidiaries thereof, the
"Company").


                        R E C I T A L S:

          A.  The Company desires to issue and sell to EIS, and
EIS desires to purchase from the Company, as provided herein (i)
7,500 shares of convertible preferred stock (the "Preferred
Stock"), with the designations, rights and preferences as set
forth in the certificate of designations (the "Certificate of
Designations") in the form attached hereto as Exhibit A, and (ii)
a warrant to acquire up to 1,000,000 shares (subject to
adjustment) of the Company's common stock, par value $ .01 per
share (the "Common Stock"), at an exercise price of $2.50 per
share, in the form attached hereto as Exhibit B (the "Warrant"),
for aggregate consideration of $7,500,000 (the "Initial
Funding").

          B. During the 60 day period immediately following the
Initial Closing Date (the "Placement Period"), the Company shall
undertake to privately place up to $4,000,000 of Common Stock
(the "Third Party Placement"), and, in addition, EIS shall
purchase from the Company a certain number of shares of Common
Stock (the "Subsequent Common Stock"; together with the Preferred
Stock and the Warrant, the "Securities") for aggregate
consideration of $2,000,000 (the "Subsequent Funding").

          C.  The Company and EIS are executing and delivering on
the date hereof a Registration Rights Agreement in the form
attached hereto as Exhibit C (the "Registration Rights
Agreement"; together with this Agreement, the Certificate of
Designations, the Warrant, and each other document or instrument
executed and delivered in connection with the transactions
contemplated hereby, the "Transaction Documents") in respect of
the shares of Common Stock, if any, issuable upon conversion of
the Preferred Stock or upon exercise of the Warrant, and the
Subsequent Common Stock, and any other Common Stock that may at
any time be acquired or owned by EIS or any of its affiliates.

          /*/       Confidential portions of this Exhibit have been
     omitted and filed separately with the Securities and
     Exchange Commission pursuant to Rule 24b-2 under the
     Securities Exchange Act of 1934 as amended.


<PAGE>

                       A G R E E M E N T:

The parties agree as follows:

          SECTION 1.  Closings.  (a)  Initial Closing.  The
closing of the Initial Funding (the "Initial Closing") shall
occur on the date hereof (the "Initial Closing Date"), at such
place as the parties may agree.

          (b)  Subsequent Closing.  The closing of the Subsequent
Funding (the "Subsequent Closing Date") shall occur, if at all,
on the 60th day following the Initial Closing Date, or if such
date is not a business day, the following business date, or on
such other date as the parties may agree; provided, that the
Company shall have provided written notice of its intention to
issue and sell the Subsequent Common Stock to EIS, which notice
shall be delivered to EIS prior to the expiration of the
Placement Period.

          (c)  Initial Issuance of Securities.  At the Initial
Closing, subject to the terms and conditions herein, the Company
shall issue and sell to EIS, and EIS shall purchase from the
Company, (i) the Preferred Stock and (ii) the Warrant, for an
aggregate purchase price of $7,500,000.

          (d)  Initial Delivery.  At the Initial Closing, EIS
shall pay the purchase price for the Preferred Stock and the
Warrant to an account designated by the Company, and the parties
hereto shall execute and deliver to each other, as applicable,
(i) certificates in respect of the shares of Preferred Stock,
(ii) the Warrant, (iii) certificates as to the incumbency of the
officers of the Company executing this Agreement and (iv) any
other documents or instruments executed in connection herewith.
In addition, at the Initial Closing, the Company shall cause to
be delivered to EIS an opinion of counsel in connection with the
issuance of the Preferred Stock and the Warrant in form attached
hereto as Exhibit D.

          (e)  Subsequent Delivery.  At the Subsequent Closing,
if it shall occur, EIS shall pay the purchase price for the
Subsequent Common Stock to an account designated by the Company,
and the parties hereto shall execute and deliver to each other,
as applicable, (i) certificates in respect of the number of
shares of Subsequent Common Stock as determined in accordance
with Section 2 hereof and (iii) any other documents or
instruments to be executed in connection therewith.  In addition,
the Company shall cause to be delivered to EIS an opinion of
counsel in connection with the issuance of the Subsequent Common
Stock in a form reasonably acceptable to EIS.

          (f) Exemption from Registration.  The Securities will
be issued under an exemption or exemptions from registration
under the Securities Act of 1933, as amended (the "Securities
Act"); accordingly, the certificates evidencing any shares of
Common Stock issuable hereunder or upon the exercise or repayment
of any of the Securities shall contain the following legend:

<PAGE>

     THE SECURITIES REPRESENTED BY THIS CERTIFICATE
     HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT
     BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF
     1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
     STATE OR OTHER JURISDICTION.  WITHOUT SUCH
     REGISTRATION, NO TRANSFER OF THESE SHARES OR ANY
     INTEREST THEREIN MAY BE MADE UNLESS THE
     CORPORATION HAS RECEIVED AN OPINION OF COUNSEL
     REASONABLY SATISFACTORY TO THE CORPORATION THAT
     SUCH TRANSFER DOES NOT REQUIRE SUCH REGISTRATION.

               (g)   Registration Rights Agreement.  On the date
hereof, each of the Company and EIS is executing and delivering
the Registration Rights Agreement, covering the resale by EIS of
the Common Stock issuable hereunder upon conversion of the
Preferred Stock, exercise of the Warrant, issuance of the
Subsequent Common Stock and the issuance of any Common Stock
hereinafter acquired by EIS or any affiliate thereof.

          SECTION 2. Subsequent Funding.  (a) Subsequent Issuance
of Securities.  On the Subsequent Closing Date, if the Subsequent
Funding shall occur, the Company shall issue and sell to EIS, and
EIS shall purchase from the Company, $2,000,000 of the Subsequent
Common Stock, in accordance with Section 2(b) below, subject to
the conditions contained herein.

          (b) Subsequent Common Stock.  (i) On the Subsequent
Closing Date, the Company shall issue and sell to EIS, and EIS
shall purchase from the Company, a number of shares of Common
Stock equal to the quotient obtained by dividing $2,000,000 by an
amount equal to either (A) the price per share of Common Stock to
investors in the Third Party Placement, or (B) in the event that
the Third Party Placement shall not have been consummated on or
before the last day of the Placement Period, the average closing
price of the Common Stock as reported on its principal trading
exchange for the 20 consecutive trading days ending on the day
which is two trading days prior to the Subsequent Closing Date
(the "Market Price").

               (ii)  In the event that the Company shall
consummate a private placement of Common Stock (or securities
exchangeable, exercisable or convertible into Common Stock)
within six months after the Subsequent Closing Date, at a price
per share below the price per share of Common Stock to EIS in
respect of the Subsequent Funding, the Company shall issue a
number of additional shares of Common Stock to EIS in an amount
equal to the difference between (A) the number of shares of
Common Stock purchased by EIS in the Subsequent Funding (as
determined in accordance with subsection (b)(i) above), and (X)
the quotient obtained by dividing $2,000,000 by the price to a
third party in such private placement.

               (iii) Notwithstanding anything contained herein,
whether or not the Third Party Placement has been consummated, in
no event shall the purchase price of Subsequent Common Stock

<PAGE>

referred to in clause (i) above exceed $1.375 per share.

          (c) Conditions to the Subsequent Funding. It shall be a
condition to EIS's obligation to purchase securities in the
Subsequent Funding after receiving the Company's notice, issued
pursuant to Section 1(b) hereof, that (i) each of the
representations and warranties set forth in Section 3(a),
(b)(iii), (c), (d), (e), (f), (g), (h), (i) and (l) hereof shall
be true and correct in all material respects on the Initial
Closing Date and the Subsequent Closing Date; provided, that each
reference to the Quarterly Report in such Sections shall refer to
the most recent quarterly report on Form 10-Q and each report
filed pursuant to Section 13 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), required to be filed by
the Company under applicable law immediately prior to such
Subsequent Closing Date and date of Notice and SEC Filings shall
refer to all filings required to be made by the Company under
applicable law on or prior to such dates, (ii) there shall be no
default or breach in any material respect by the Company of a
material obligation under any of the Transaction Documents or any
other agreement between the Company, on the one hand, and EIS or
any of its affiliates, on the other hand and (iii) from the date
hereof until the Subsequent Closing Date the Company shall not
have experienced a Material Adverse Effect (as defined below).

          SECTION 3.  Representations and Warranties of the
Company.  The Company hereby represents and warrants to EIS as
follows:

          (a)  Organization.  (i)  The Company is duly organized,
validly existing and in good standing under the laws of the State
of Delaware and has all requisite corporate power and authority
to own and lease its properties, to carry on its business as
presently conducted and as proposed to be conducted by
description in the Company's draft Registration Statement on Form
S-1, including the pro forma financial statements attached
thereto (collectively, the "S-1", which is intended to be
initially filed with the U.S. Securities and Exchange Commission
(the "SEC") on or about October 15, 1998 in the form attached
hereto as Exhibit E), and to consummate the transactions
contemplated by the Transaction Documents.  The Company is
qualified and in good standing to do business in jurisdictions
set forth on Schedule 3(a), which constitute all of the
jurisdictions in which the nature of the business conducted or
the property owned by it requires such qualification, except
where the failure to so qualify would not reasonably be expected
to have a material adverse effect on the business, prospects,
properties or condition (financial or otherwise) of the Company
(a "Material Adverse Effect").

          (ii)  In the event that the S-1 as filed with, and
declared effective by, the SEC shall contain material differences
from Exhibit E, indicating a Material Adverse Effect or causing a
breach of a representation, warranty or covenant contained
herein, which shall result in money damages to EIS, then EIS
shall submit a claim to the Company in the amount of such damages
pursuant to Section 6 hereof.

          (b)  Capitalization.  (i) As of August 31, 1998, the
authorized capital stock of the Company consisted of (A)
30,000,000 shares of Common Stock, par value $.01 per share, of

<PAGE>

which 12,750,303 were issued and outstanding and (B) 10,000,000
shares of Preferred Stock, par value $.01 per share, none of
which were issued and outstanding.

          (ii) Except as set forth in Schedule 3(b), as of the
date hereof there are no options, warrants or other rights
outstanding to purchase or otherwise acquire, or any securities
exchangeable or convertible into or exercisable for, any of the
Company's authorized capital stock.  Other than as set forth on
Schedule 3(b), there are no agreements, arrangements or
understandings concerning the voting, acquisition or disposition
of any of the Company's outstanding securities, and, other than
as set forth in Schedule 3(b) or in the Registration Rights
Agreement, there are no agreements to register any of the
Company's outstanding securities under the U.S. federal
securities acts relating to securities that have not already been
registered under the Securities Act.

          (iii)  All of the outstanding shares of capital stock
of the Company have been issued in accordance with applicable
state and federal laws and regulations governing the issuance,
sale and purchase of securities, all of such shares of have duly
and validly issued and are fully paid and non-assessable, and
none of such shares carries pre-emptive or similar rights.

           (c)  Authorization of Transaction Documents.  The
Company has full corporate power and authority to execute and
deliver this Agreement and each of the other Transaction
Documents, and to perform its obligations hereunder and
thereunder.  The execution, delivery and performance by the
Company of the Transaction Documents (including the issuance and
sale of the Securities) have been authorized by all requisite
corporate actions by the Company; and the Transaction Documents,
including the issuance and sale of the Securities, have been duly
executed and delivered by the Company and are the valid and
binding obligations of the Company, enforceable against the
Company in accordance with their respective terms.  The
Securities, when issued, will be duly and validly issued, not
subject to any pre-emptive or similar rights.  The transactions
contemplated hereby, to the best of the Company's knowledge, will
vest in EIS legal and valid title to the Securities.

          (d)  No Violation.  The execution, delivery and
performance by the Company of the Transaction Documents,
including the issuance and sale of the Securities, and compliance
with the provisions thereof, will not (i) violate any provision
of applicable law, statute, rule or regulation applicable to the
Company, or any ruling, writ, injunction, order, judgment or
decree of any court, arbitrator, administrative agency or other
governmental body applicable to the Company or any of its
properties or assets or (ii) conflict with or result in a breach
of any of the terms, conditions or provisions of, or constitute
(with notice or lapse of time or both) a default (or give rise to
any right of termination, cancellation or acceleration) under, or
result in the creation of, any Encumbrance (as defined below)
upon any of the properties or assets of the Company under its
Certificate of Incorporation, as amended, or By-laws, or any
material contract to which the Company is a party, except where
such violation, conflict, breach or default would not,
individually or in the aggregate, have a Material Adverse Effect.
As used herein, "Encumbrance" shall mean any liens, charges,
encumbrances, equities, claims, options, proxies, pledges,

<PAGE>

security interests, or other similar rights of any nature, except
for such violations, conflicts, breaches or defaults which would
not, individually or in the aggregate, have a Material Adverse
Effect.

          (e)  Approvals.  Except as set forth on Schedule 3(e),
no material permit, authorization, consent or approval of or by,
or any notification of or filing with, any person or entity
(governmental or otherwise) is required in connection with the
execution, delivery or performance of the Transaction Documents,
including the issuance and sale of the Securities, by the
Company.  There is no approval of the Company's stockholders
required under applicable laws in connection with the execution
and delivery the Transaction Documents or the consummation of the
transactions contemplated thereby, including the issuance of the
Securities.

          (f)  Filings, Taxes and Financial Statements.  (i)  The
Company has filed its annual report on Form 10-K for the year
ended December 31, 1997 (the "Annual Report"), its related proxy
materials and the quarterly report on Form 10-Q for the quarter
ended June 30, 1998 (the "Quarterly Report," together with the
Annual Report, including all exhibits and schedules required to
be filed in connection therewith, the "SEC Filings") with the
Securities and Exchange Commission, and any other required person
or entity (governmental or otherwise) in a timely manner and as
otherwise required by applicable laws and regulations, including
the federal securities acts. The audited financial statements of
the Company for the fiscal year ended December 31, 1997 included
in the Annual Report (the "Audited Financial Statements"), and
the Company's unaudited balance sheet for the period ended June
30, 1998, together with the accompanying statements of operations
and cash flows including the notes thereto included in the
Quarterly Report (the "June Financial Statements"; collectively,
with the Audited Financial Statements, the "Financial
Statements") are accurate and complete in all material respects
and fairly present the financial condition of the Company as of
the dates thereof and have been prepared in accordance with
generally accepted accounting principles applied on a consistent
basis throughout the periods indicated (except as may be
otherwise indicated in such financial statements or the notes
thereto), subject, in the case of the June Financial Statements,
to normal year-end audit adjustments (which shall not be material
in the aggregate) and the absence of footnote disclosures.

          (ii) The Company has filed in a timely manner all
federal, state, local and foreign tax returns, reports and
filings (collectively, "Returns"), including income, franchise,
property and other taxes, and has paid or accrued the appropriate
amounts reflected on such Returns.  None of the Returns have been
audited or challenged, nor has the Company received any notice of
challenge nor have any of the amounts or other data included in
the Returns been challenged or reviewed by any governmental
authority.

          (iii) Except as set forth on Schedule 3(f), which sets
forth a true and accurate list and description of any employee
benefit plans maintained or sponsored by the Company or to which
the Company is required to make contributions, the Company does
not maintain or sponsor, and is not required to make
contributions to or otherwise have any liability with respect to,

<PAGE>

any pension, profit sharing, thrift or other retirement plan,
employee stock ownership plan, deferred compensation, stock
ownership, stock purchase, performance share, bonus or other
incentive plan, severance plan, health or group insurance plan,
welfare plan, or other similar plan, agreement, policy or
understanding (whether written or oral), whether or not such plan
is intended to be qualified under Section 401(a) of the Code,
within the meaning of Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended, which plan covers any
employee or former employee of the Company.

          (g)  Absence of Changes.  Except as set forth on
Schedule 3(g), since June 30, 1998, there has not been (a) any
material adverse change in the business, properties, condition
(financial or otherwise), operations or prospects of the Company;
(b) any damage, destruction or loss, whether or not covered by
insurance, materially and adversely affecting the business,
properties, condition (financial or otherwise), operations or
prospects of the Company; (c) any declaration, setting aside or
payment of any dividend or other distribution or payment (whether
in cash, stock or property) in respect of the capital stock of
the Company, or any redemption or other acquisition of such stock
by the Company; (d) any disposal or lapse of any trade secret,
invention, patent, trademark, trademark registration, service
mark, service mark registration, copyright, copyright
registration, or any application therefor or filing in respect
thereof that had a Material Adverse Effect; (e) loss of the
services of any of the key officers or key employees of the
Company that had a Material Adverse Effect; (f) any incurrence of
or entry into any liability, mortgage, lien, commitment or
transaction, including without limitation, any borrowing (or
assumption or guarantee thereof) or guarantee of a third party's
obligations, or capital expenditure (or lease in the nature of a
conditional purchase of capital equipment) in excess of $50,000;
or (g) any material change by the Company in accounting methods
or principles or (h) any change in the assets, liabilities,
condition (financial or otherwise), results or operations or
prospects of the Company from those reflected on the Quarterly
Report, except changes in the ordinary course of business that
have not, individually or in the aggregate, had a Material
Adverse Effect.

          (h)  No Liabilities.  Except as set forth on Schedule
3(h), since June 30, 1998 the Company has not incurred or
suffered any liability or obligation, matured or unmatured,
contingent or otherwise, except in the ordinary course of
business that have not, individually or in the aggregate, had a
Material Adverse Effect.

          (i)  Properties and Assets; Etc.  (i) The Company does
not own any interest in real property other than leasehold
interests, and (ii) the Company owns or has the right to use
pursuant to license, sub-license, agreement or permission all
patents, trademarks, know-how and other intellectual property
(the "Proprietary Rights"), material to the business and
operations of the Company as presently conducted.  Except as set
forth on Schedule 3(i)(ii), or where the absence of which would
not have a Material Adverse Effect, (A) the Company is the sole
and exclusive owner of all right, title and interest in an to all
Proprietary Rights free and clear of all liens, claims, charges,
equities, rights of use, encumbrances and restrictions
whatsoever, (B) the Company does not have knowledge of any basis
for any claim of infringement or misappropriation contesting the

<PAGE>

validity or Company's right to use any Proprietary Rights; (c) all
of such Proprietary Rights, whether foreign or domestic, have
been duly issued and have not been canceled, abandoned, or
otherwise terminated; and (D) all of the Company's patent
applications, trademark applications, service mark applications,
trade name applications and copyright applications have been duly
filed.

          (ii) Each of the Contracts listed as an exhibit to the
Company's Annual Report  is a legal and valid agreement binding
upon each of the parties thereto and is in full force and effect
except where the expiration or termination has not, individually
or in the aggregate, had a Material Adverse Effect.  To the best
knowledge of the Company, there is no breach or default by any
party thereunder that had a Material Adverse Effect.  Such
Contracts constitute all material agreements, arrangements or
understandings required to be included as an exhibit in such
reports under Item 601 of the Securities and Exchange Commission
Regulations.

          (iii)  The Company has and maintains adequate and
sufficient insurance, including liability, casualty and products
liability insurance, covering risks associated with its business,
properties and assets, including insurance that is customary for
companies similarly situated.

          (iv)   The Company, its business and properties and
assets are in compliance, in all material respects, with all
applicable laws and regulations, including without limitation,
those relating to (a) health, safety and employee relations, (b)
environmental matters, including the discharge of any hazardous
or potentially hazardous materials into the environment, and (c)
the development, commercialization and sale of pharmaceutical and
biotechnology products, including all applicable regulations of
the U.S. Food and Drug Administration and comparable foreign
regulatory authorities.

          (j)   Legal Proceedings, etc. Except as set forth on
Schedule 3(j), there is no legal, administrative, arbitration or
other action or proceeding or governmental investigation pending
or, to the best of the Company's knowledge, threatened against
the Company, or any director, officer or employee of the Company,
which is required to be described in the SEC Filings and is not
so described.  The Company is not in violation of or default
under, any material laws,  judgments, injunctions, orders or
decrees of any court, governmental department, commission,
agency, instrumentality or arbitrator applicable to its business.

          (k)  Disclosure.  The Company's Annual Report and
periodic reports subsequently filed under Section 13 of the
Exchange Act, the S-1 when filed and the representations and
warranties set forth herein and the other Transaction Documents,
when viewed collectively, do not, or will not, as applicable,
contain any untrue statement of a material fact or omit to state
any material fact necessary to make the statements contained
herein and therein not misleading in light of circumstances in
which they were made.

          (l)  Reliance on Representations.  The Company hereby
acknowledges that it is relying exclusively on the
representations and warranties of EIS contained herein and in the

<PAGE>

other Transaction Documents, and on no other documents or
assurances.

          (m) Brokers or Finders.  Except as set forth on
Schedule 3(1), the Company has not retained any investment
banker, broker or finder in connection with the transactions
contemplated by the Transaction Documents.

          SECTION 4.  Representation and Warranties of EIS.  EIS
hereby represents and warrants to the Company as follows:

          (a)  Organization.  EIS is a corporation duly
organized, validly existing and in good standing under the laws
of Bermuda and has all requisite corporate power and authority to
own and lease its properties, to carry on its business as
presently conducted and as proposed to be conducted and to
consummate the transactions contemplated hereby.  EIS  is
qualified and in good standing to do business in each
jurisdiction in which the nature of the business conducted or the
property owned by it requires such qualification, except where
the failure to so qualify would not reasonably be expected to
have a Material Adverse Effect.

          (b)  Authorization of Agreement.  EIS has full legal
right, power and authority to enter into this Agreement and
purchase and accept the Securities, and perform its obligations
hereunder.  The execution, delivery and performance by EIS of
this Agreement (including the purchase of Securities) have been
duly authorized by all requisite corporate action by EIS, and
this Agreement and the purchase of the Securities are the valid
and binding obligations of EIS, enforceable against it in
accordance with their terms.

          (c)  No Conflicts.  The execution, delivery and
performance by EIS of this Agreement, the purchase and acceptance
of the Securities, and compliance with provisions hereof by EIS,
will not (i) violate any provisions of applicable law, statute,
rule or regulation applicable to EIS or any ruling, writ,
injunction, order, judgment or decree of any court, arbitrator,
administrative agency of other governmental body applicable to
EIS or any of its properties or assets or (ii) conflict with or
result in any breach of any of the terms, conditions or
provisions of, or constitute (with notice or lapse of time or
both) a default (or give rise to any right of termination,
cancellation or acceleration) under, or result in the creation
of, any Encumbrance upon any of the properties or assets of EIS
under the Articles of Association or by-laws of EIS or any
material contract to which EIS is a party, except where such
violation, conflict, breach or default would not, individually or
in the aggregate, have a Material Adverse Effect.

          (d)  Approvals.  No permit, authorization, consents or
approval of or by, or any notification of or filing with, any
person or entity (governmental or otherwise) is required in
connection with the execution, delivery or performance of this
Agreement by EIS (including the purchase of the Securities).

          (e)  Investment Representations.  (i)  EIS has not been
formed solely for the purpose of entering into the transactions
described herein and is acquiring the Securities for investment

<PAGE>

for its own account, not as a nominee or agent, and not with the
view to, or for sale in connection with, any distribution of any
part thereof; provided, that EIS shall be permitted to exercise
or transfer such Securities as permitted herein and under
applicable law.

          (ii)  Nothing contained in this Section 4(e) shall
limit any of the Company's representations or warranties or limit
EIS's recourse in respect thereof.

          (iii)  EIS has not retained any investment banker,
broker or finder in connection with the transactions contemplated
by the Transaction Documents.

          SECTION 5.  Covenants of the Company.  (a)
Non-disclosure.  From and after the date hereof, the Company
shall not disclose to any person or entity, (i) other than its
directors, officers, accountants and agents who need to know such
information in connection with the transactions described herein
in and the other Transaction Documents, and (ii) investors and
potential investors in the Third Party Placement, each of whom
shall be informed of this confidentiality provision and in
respect of whose breaches the Company shall be responsible, the
content of this Agreement or any of the other Transaction
Documents or the substance of the transactions described herein,
without the prior written consent of EIS (which consent shall not
be unreasonably withheld or delayed), except to the extent
required by applicable laws, regulations or administrative or
judicial processes in respect of press releases, periodic reports
or other public disclosure prepared in good faith by the Company;
provided, that the Company shall provide EIS with a reasonable
opportunity to review such releases or reports prior to release.
This Section 5 shall not be construed to prohibit disclosure of
any information which has not been previously determined to be
confidential by EIS, or which shall have become publicly
disclosed (other than by breach of the Company's obligations
hereunder).

          (b)   Board of Directors. (i) Upon the Initial Closing
Date, the Company shall take any and all actions necessary,
including, without limitation, amending its by-laws and
certificate of incorporation, to increase the size of its board
of directors by one, and the vacancy thereby created shall be
filled by a designee of EIS (the "EIS Director"), who shall be
reasonably satisfactory to the Company in character and business
experience.

               (ii) For as long as EIS shall own 5% or more, on a
fully diluted basis (i.e., assuming conversion of the Preferred
Stock, and exercise of the Warrant, but not the conversion,
exercise or exchange of any other similar security), the Company
shall cause the EIS Director to be included on its management
slate of directors presented to stockholders at any meeting at
which directors shall be elected.

          (c)  Fully-diluted Stock Ownership.  Notwithstanding
any other provision of this Agreement, in the event that EIS
shall  determine, upon written advice from its accounting and tax
consultants which shall be confirmed in writing to the Company,
that at any time it (together with its affiliates, if applicable)
holds or has the right to receive Common Stock (or securities or
rights, options or warrants exercisable, exchangeable or
convertible for or into Common Stock) representing in the

<PAGE>

aggregate in excess of 19.9% of the Company's outstanding voting
securities (assuming any such exercise, exchange or conversion,
but not the exercise, exchange or conversion of any other similar
securities), or otherwise be required to equity account for or
consolidate its investment in the Company, then EIS shall have
the right, in its sole discretion, to convert some amount of such
holdings into non-voting securities, such that EIS shall not be
required to equity account for or consolidate its investment in
the Company.  In the event that EIS shall undertake to exercise
its right as described in this Section 5(c), EIS shall retain the
additional right to exchange such new class of equity security
for voting securities of the Company, at its option.

          (d) Use of Proceeds.  The Company shall use the
proceeds of the Initial Funding for general working capital
purposes.  The Company shall use at least [omitted] of the
proceeds of the Subsequent Funding solely to fund research and
development activities relating to certain intellectual property
and products relating to a combined electromagnetic/iontophoretic
patch.

          SECTION 6.  Survival and Indemnification.  (a)
Survival Period.  The representations and warranties of the
Company contained herein shall survive for a period of three
years from and after the date hereof.

          (b)  Indemnification.  In addition to all rights and
remedies available to each of the parties hereto hereunder at law
or in equity, the Company or EIS, as applicable (in such
capacity, an "Indemnifying Party") shall indemnify the other
party hereto, any affiliate of such other party, and their
respective stockholders, officers, directors, employees, agents,
representatives,  successors and assigns (collectively, the
"Indemnified Person"), and save and hold each Indemnified Person
harmless from and against and pay on behalf of or reimburse each
such Indemnified Person, as and when incurred, for any and all
loss, liability, demand, claim, action, judgment, cause of
action, cost, damage, deficiency, tax, penalty, fine or expense,
whether or not arising out of any claims by or on behalf of such
Indemnified Person or any third party, including interest,
penalties, reasonable attorneys' fees and expenses and all
reasonable amounts paid in investigation, defense or settlement
of any of the foregoing (collectively, "Losses"), that any such
Indemnified Person may suffer, sustain incur or become subject
to, as a result of, in connection with, relating or incidental to
or by virtue of:

               (i) any misrepresentation or breach of any
warranty on the part of the Indemnifying Party under Section 3 of
this Agreement; or

               (ii) any nonfulfillment, default or breach of any
covenant, condition or agreement on the part of the Indemnifying
Party contained in this Agreement.

          (c)   Procedure.  (i)  If an Indemnified Person shall
assert that the Indemnifying Party has become obligated to the
Indemnified Person pursuant to Section 6(b) hereof, or if any
suit, action, investigation, claim or proceeding (each, a
"Proceeding") is begun, made or instituted by a third party as a
result of which the Indemnifying Party may become obligated to

<PAGE>

the Indemnified Person hereunder, the Indemnified Person shall
give written notice to the Indemnifying Party.

               (ii)   The Indemnifying Party shall defend,
contest or otherwise protect the Indemnified Person in connection
with any Proceeding at the Indemnifying Party's sole cost and
expense.  The Indemnifying Party shall not enter into any
compromise or settlement of any Proceeding without the written
consent of the Indemnified Person, except if (X) there is no
finding or admission of any violation of federal, state, local,
international or other administrative order, law or ordinance,
regulation or treaty, and there shall be no effect on any other
claims that may be made against the Indemnified Person, (Y) the
sole relief provided as a result of such compromise or settlement
is monetary damages that are paid in full by the Indemnifying
Party, and (Z) the Indemnified Person shall have no liability
with respect to any compromise or settlement of a Proceeding
effected without its consent.

               (iii) The Indemnified Person shall have the right,
but not the obligation, to participate at its own expense in the
defense of any Proceeding by counsel of its own choice, and shall
make commercially reasonable efforts to cooperate with and assist
the Indemnifying Party in such defense.

               (iv) In the event that the Indemnifying Party
shall fail to timely defend, contest or otherwise protect the
Indemnified Person against a Proceeding within a reasonable
period after receipt of written notice pursuant to Section
6(c)(i) hereof, the Indemnified Person shall have the right to do
so, including without limitation, the right to make any
compromise or settlement in respect of a Proceeding, and the
Indemnified Person shall be entitled to recover the entire cost
thereof from the Indemnifying Party, including, without
limitation, reasonable attorney's fees and disbursements, and
reasonable amounts paid by the Indemnified Person as a result of
a Proceeding, and the Indemnifying Party shall be bound by any
determination made in a Proceeding, or compromise or settlement
effected by the Indemnified Person.

               (d)   Maximum Recovery.   Notwithstanding anything
in this Agreement to the contrary, in no event shall the Company
be liable for indemnification under this Section 6, in an amount
in excess of the sum of [omitted]  and any accrued and unpaid
dividends on the Preferred Stock, in the aggregate.  No
Indemnified Party shall assert any such claim unless Losses in
respect thereof incurred by any Indemnified Party, when
aggregated with all previous Losses indemnifiable hereunder,
equal or exceed $50,000; thereafter, each  Indemnified Person
shall be entitled to be indemnified for the full amount of all
damages previously unclaimed.

               (e)   Exception.  Notwithstanding the foregoing,
upon judicial determination that is final and no longer
appealable that the act or omission giving rise to the
indemnification set forth above resulted primarily out of or was
based primarily upon the Indemnified Person's negligence (unless
such Indemnified Person's negligence was based upon the
Indemnified Person's reliance in good faith upon any of the
representations, warranties, covenants or promises made by the
Indemnifying Party herein) the Indemnifying Party shall not be

<PAGE>

responsible for any Losses sought to be indemnified in connection
therewith, and the Indemnifying Party shall be entitled to
recover from the Indemnified Persons all amounts previously paid
in full or partial satisfaction of such indemnity, together with
all costs and expenses (including reasonable attorney's fees) of
the Indemnifying Party reasonably incurred in connection with the
Indemnified  Person's claim for indemnity, together with interest
at the rate per annum publicly announced by Morgan Guaranty Trust
Company as its prime rate from the time of  payment of such
amounts to the Indemnified Person until repayment to the
Indemnifying Party.

               (f)  Investigation.  All indemnification rights
hereunder shall survive the execution and delivery of this
Agreement and the consummation of the transactions contemplated
hereby to the extent provided in Section  6(a) above,
irrespective of any investigation, inquiry or examination made
for or on behalf of, or any knowledge of the Indemnified Persons
or the acceptance of any certificate or opinion.

               (g)   Contribution.  If the indemnity provided for
in this Section 6 shall be, in whole or in part, unavailable to
any Indemnified Person, due to Section 6(b) being declared
unenforceable by a court of competent jurisdiction based upon
reasons of public policy, so that Section 6(b) shall be
insufficient to hold each such Indemnified Person harmless from
Losses which would otherwise be indemnified hereunder, then the
Indemnifying Party and the Indemnified Person shall each
contribute to the amount paid or payable for such Loss in such
proportion as is appropriate to reflect not only the relative
benefits received by the Indemnifying Party on the one hand and
the Indemnified Person on the other, but also the relative fault
of the Indemnifying Party and be in addition to any liability
that the Indemnifying Party may otherwise have.  The indemnity,
contribution and expense reimbursement obligations that the
Indemnifying Party has under this Section 6 shall survive the
expiration of the Transaction Documents.  The parties hereto
further agree that the indemnification and reimbursement
commitments set forth in this Agreement shall apply whether or
not the Indemnified Person is a formal part to any such lawsuit,
claims or other proceedings.

               SECTION 7.  Notices.  All notices, demands and
requests of any kind to be delivered to any party in connection
with this Agreement shall be in writing and shall be deemed to
have been duly given if personally or hand delivered or if sent
by an internationally- recognized overnight delivery or by
registered or certified airmail, return receipt requested and
postage prepaid, addressed as follows:

                    (i) if to the Company, to:

                    Electropharmacology, Inc.
                         1109 N.W. 13th Street
                         Gainesville, Florida 32601
                         Attention:  Chief Executive Officer

<PAGE>

                         with a copy to:

                         Richard K. Kneipper
                         9030 Guernsey Lane
                         Dallas, Texas 75220

               (ii) if to EIS, to:

               Elan International Services, Ltd.
               Flatts, Smiths Parish
               Bermuda, FL04
               Attention: Director

               with a copy to:

               Brock Silverstein McAuliffe LLC
               153 East 53rd Street, 56th Floor
               New York, New York 10022
               Attention: David Robbins

or to such other address as the party to whom notice is to be
given may have furnished to the other party hereto in writing in
accordance with provisions of this Section 7.  Any such notice or
communication shall be deemed to have been received (i) in the
case of personal or hand delivery, on the date of such delivery,
(ii) in the case of an internationally-recognized overnight
delivery service, on the second business day after the date when
sent and (iii) in the case of mailing, on the fifth business day
following that day on which the piece of mail containing such
communication is posted.  Notice hereunder may be given on behalf
of the parties by their respective attorneys.

          SECTION 8.  Further Assurances.  From and after the
date hereof, each of the parties hereto agree to do or cause to
be done such further acts and things and deliver or cause to be
delivered to each other such additional assignments, agreements,
powers and instruments as each may reasonably require or deem
advisable to carry into effect the purposes of the Transaction
Documents or to better to assure and confirm unto each other
their respective rights, powers and remedies hereunder and
thereunder.

          SECTION 9.  Entire Agreement.  This Agreement and the
other Transaction Documents contain the entire understanding of
the parties with respect to the subject matter hereof and
supersede all prior agreements and understandings among the
parties with respect thereto.

          SECTION 10.  Amendments.  This Agreement may not be
modified or amended, or any of the provisions hereof waived,
except by written agreement of the Company and EIS.

<PAGE>

          SECTION 11.  Counterparts and Facsimile.     The
Transaction Documents may be executed in any number of
counterparts, and each such counterpart hereof shall be deemed to
be an original instrument, but all such counterparts together
shall constitute one agreement.  Each of the Transaction
Documents may be signed and delivered to the other party by
facsimile transmission; such transmission shall be deemed a valid
signature.

          SECTION 12.  Headings.  The section and paragraph
headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or
interpretation of the Agreement.

          SECTION 13.  Governing Law.  This Agreement shall be
governed by and construed in accordance with the laws of the
State of New York, without giving effect to principles of
conflicts of laws.  Each of the parties hereby irrevocably
submits to the jurisdiction of any New York State or United
States Federal court sitting in the county, city and state of New
York over any action or proceeding arising out of or relating to
this Agreement or the other Transaction Documents; and each
hereby waives the defense of an inconvenient forum for the
maintenance of such an action.

          SECTION 14.  Expenses.  Each of the parties shall be
responsible for its own costs and expenses incurred in connection
with the transactions contemplated hereby and by the other
Transaction Documents.

          SECTION 15.  Public Releases; Etc.  The parties shall
reasonably agree upon the contents of any press release or
releases and other public disclosure in respect of the
transactions contemplated hereby, and except as may otherwise be
required by applicable law or judicial or administrative process
or which the Company concludes in good faith is required by
applicable securities laws and regulations.

          SECTION 16.  Schedules, etc.  All statements contained
in any exhibit or schedule delivered by or on behalf of the
parties hereto, or in connection with the transactions
contemplated hereby, are an integral part of this Agreement and
shall be deemed representations and warranties hereunder.

          SECTION 17.  Assignments.  This Agreement and all of
the provisions hereof shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
permitted assigns.  This Agreement, the other Transaction
Documents, and the Securities may be transferred by EIS to
affiliates and subsidiaries.


                    [Signature page follows]

<PAGE>

               IN WITNESS WHEREOF, each of the undersigned has
duly executed this Securities Purchase Agreement as of the date
first written above.


                              Electropharmacology, Inc.

                              By:  /s/ Arup Sen
                                   ---------------------------------------
                                   Arup Sen
                                   Chairman, President and Chief Executive
                                   Officer

                              Elan International Services, Ltd.

                              By:  /s/ Kevin Insley
                                   ---------------------------------------
                                   Name: Kevin Insley
                                   Title: President & CFO

<PAGE>

                            Exhibit A


 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES A
                   CONVERTIBLE PREFERRED STOCK


      This  Exhibit was previously filed as Exhibit  4.2  to  the
Company's  Quarterly Report on Form 10-Q for  the  quarter  ended
September  30, 1998, Amendment No. 1 dated April 2, 1999  and  is
incorporated by reference herein.

<PAGE>

                            Exhibit B

 WARRANT TO ELAN INTERNATIONAL SERVICES, LTD. TO PURCHASE UP TO
              1,000,000 SHARES OF EPI COMMON STOCK


      This  Exhibit was previously filed as Exhibit  4.3  to  the
Company's  Quarterly Report on Form 10-Q for  the  quarter  ended
September 30, 1998, Amendment No. 1 dated April 2, 1999,  and  is
incorporated by reference herein.

<PAGE>

                            Exhibit C

                  REGISTRATION RIGHTS AGREEMENT


      This  Exhibit was previously filed as Exhibit  4.3  to  the
Company's  Quarterly Report on Form 10-Q for  the  quarter  ended
September 30, 1998, Amendment No. 1 dated April 2, 1999,  and  is
incorporated by reference herein.

<PAGE>

                            Exhibit D


                                   September 30, 1998

Elan International Services, Ltd.
102 St. James Court
Flatts Smith, FL 04
Bermuda

          Re: Investment in Electropharmacology, Inc., pursuant
          to the Letter Agreement dated August 27, 1998

Gentlemen and Ladies:

     This opinion is being delivered to you pursuant to Section
1(d) of the Securities Purchase Agreement dated as of the date
hereof (the "Agreement"), by and between Electropharmacology,
Inc., a Delaware corporation (the "Company"), and Elan
International Services, Ltd., a Bermuda corporation ("EIS").  The
Agreement relates to a transaction pursuant to which the Company
will issue and sell to EIS, and EIS will purchase from the
Company, (i) 7,500 shares of convertible preferred stock (the
"Preferred Stock"), issued in accordance with a certificate of
designations, preferences and rights (the "Certificate of
Designations"), and a warrant (the "Warrant") for the purchase of
up to 1,000,000 shares (subject to adjustment) of the common
stock of the Company, par value $.01 per share (the "Common
Stock"), for aggregate consideration of $7,500,000, and (ii)
within 60 days of the date hereof, a certain number of shares of
Common Stock for aggregate consideration of $2,000,000 (the
"Subsequent Common Stock"; together with the Preferred Stock and
the Warrant, the "Securities").  The Subsequent Common Stock, the
Common Stock issuable upon the exercise, conversion or exchange
of any of the Securities, and any other Common Stock acquired by
EIS from time to time have the benefit of a registration rights
agreement (the "Registration Rights Agreement") between the
Company and EIS.

     In connection with my  preparation of this opinion, I have
examined originals, forms or copies, certified or otherwise
identified to our satisfaction, of the following documents:

     1.   The Agreement;
     2.   The Certificate of Designations;
     3.   The Warrant;
     4.   The Registration Rights Agreement;
     5.   Resolutions of the Board of Directors of the Company
          dated August 25, 1998; and
     6.   The Articles of Incorporation of the Company, as
          amended, as filed with the Secretary of State of the
          State of Delaware and Bylaws of the Company, as
          amended.

<PAGE>

      I  have  also  examined originals, or copies, certified  or
otherwise identified to my satisfaction, of such other documents,
corporate  or  other records, and other instruments,  as  I  deem
necessary  or  appropriate  for  the  purpose  of  rendering  the
opinions  described herein.  The documents referred to  in  items
(1)  through  (4)  above  will  be  referred  to  herein  as  the
STransaction Documents."

      In  preparing  this opinion, I have relied  as  to  certain
factual   matters  upon  certificates  or  documents  of   public
officials  and  of the officers of the Company.  In  addition,  I
have  assumed  (i)  the  genuineness of  all  signatures,  except
signatures  of the officers of the Company, (ii) the authenticity
of  all  documents submitted to us as originals, (iii) that  each
document  submitted to me as a copy is an authentic  copy  of  an
authentic  original,  (iv) that each party  to  the  transactions
described in the Transaction Documents other than the Company has
complied with all legal requirements pertaining to its status  as
such  status relates to its right to enforce against the  Company
the  Transaction Documents, and (v) that each report, certificate
or  document of a public official relied upon by me in  rendering
this  opinion is accurate, complete and authentic, and  that  all
public  records  upon which those certificates or  documents  are
based are accurate and complete.

     My opinion, as set forth herein, is subject to the following
further qualifications:

A.        The enforceability of the Transaction Documents and all
          other documents referred to in this opinion is limited by, and is
          subject to, the effect of applicable bankruptcy, insolvency,
          reorganization, moratorium and similar laws, and by other legal
          or equitable limitations affecting the enforceability of
          creditors' rights from time to time; and

A.        The  enforceability of the Transaction  Documents,  and
          all other documents referred to in this opinion (including
          specifically, and without limitation, any provisions of such
          documents relating to indemnification, contribution or release),
          is subject to general principles of equity, regardless of whether
          such enforceability is considered in a proceeding in equity or at
          law.

     Based upon the foregoing, it is my opinion that:

1.   The   Company  is  a  corporation  duly  organized,  validly
     existing and in good standing under the laws of the State of
     Delaware.  The Company has the requisite corporate power  to
     own its properties and to transact the business in which  it
     is engaged, and is duly qualified and in good standing as  a
     foreign corporation in each jurisdiction in which the nature
     of  its  business or the ownership of its property has  made
     such qualification necessary.

2.   The  Company  has  full  corporate power  and  authority  to
     execute  and  deliver each of the Transaction  Documents  to
     which  it  is  a  party and to consummate  the  transactions
     contemplated thereby.  The Company has duly taken or  caused
     to be taken all necessary corporate  actions to authorize
     the execution, delivery  and performance  by it of the

<PAGE>

     Transaction Documents,  including, without   limitation,  the
     issuance   of   the   Securities thereunder.

3.   Each of the Transaction Documents has been duly executed and
     delivered by the Company  and  constitutes a valid, binding
     and  enforceable obligation of the Company.

4.   Neither  the  execution  and  delivery  of  the  Transaction
     documents by the Company, nor the performance by the Company
     of the actions contemplated by the Agreement to be performed
     by  the Company prior to or at Closing will (i) violate  any
     existing   order  or  decree  of  any  court  or  government
     instrumentality  to which the Company or its  properties  is
     subject  of which I have actual knowledge, (ii) violate  any
     provision  of the Certificate of Incorporation or Bylaws  of
     the  Company, (iii) result in the violation by the  Company,
     based  upon existing facts of which I have actual knowledge,
     of  any federal or law, regulation or rule, (iv) violate  or
     conflict with any contract, agreement or instrument  of  the
     Company  listed on Schedule A which the Company has informed
     me  sets  forth all of the Company's material contracts  and
     agreements,   or  (v)  require  any  consent,  approval   or
     authorization of governmental authority or any  other  third
     party.

5.   The   Securities,  and  the  Common  Stock   issuable   upon
     conversion  of  the  Preferred Stock  and  exercise  of  the
     Warrant,  have been duly and validly authorized and  issued,
     and  are fully paid and non-assessable.  There exist, as  of
     this date, authorized but unissued securities in number  not
     less  than the number of securities which the Company  would
     be  required to issue as of this date if the Preferred Stock
     were converted to Common Stock and the Warrant was exercised
     as of this date.  The Common Stock so required to be issued,
     if  issued  as  of this date on conversion of the  Preferred
     Stock or exercise of the Warrant would be fully paid and non-
     assessable.

6.   The  authorized capital stock of the Company consists of (a)
     30,000,000 shares of Common Stock, 12,750,303 of which  have
     been  issued and are outstanding, and (b) 10,000,000  shares
     of  preferred  stock, par value $.01 per share,  421,950  of
     which  have  previously been issued as Series A  Convertible
     Preferred  Stock  but which are no longer outstanding.   All
     such  authorized and issued shares of Common Stock are fully
     paid and non-assessable.

7.   To  the  best  of  my  knowledge, the Company is in compliance,
     in  all material respects, with all applicable laws, regulations
     and rules, and is not  in breach, in any material respect, with
     its existing contracts and agreements.

The  undersigned is a member of the Bar of the State of Florida and expresses
no  opinion  herein as to any law other then the federal laws of  the  United
States of America and the Delaware General Corporation Law.

<PAGE>

     This opinion is solely for your benefit and is not to be quoted in whole
or  in part or otherwise referred to, nor is it to be filed with or disclosed
to any governmental agency or other person, without the prior written consent
of the undersigned.


                                   Very truly yours,

                                   /s/ Wendy M.  Mitchler
                                   ----------------------
                                   Vice President, Legal and Finance


<PAGE>

                                  Exhibit E


                  DRAFT REGISTRATION STATEMENT ON FORM S-1


IN ACCORDANCE WITH RULE 202 OF REGULATION S-T, THIS EXHIBIT E OF EXHIBIT 10.7
     IS BEING FILED IN PAPER PURSUANT TO A CONTINUING HARDSHIP EXEMPTION

<PAGE>

                                SCHEDULE 3(a)

                          EPi Foreign Jurisdictions


Florida

2301 N.W. 33rd Court
Suite 102
Pompano Beach  33069

<PAGE>

                                SCHEDULE 3(b)

                               EPi Securities
                               --------------


Outstanding Options

See attached Schedule 3(b)-1.

1,500,000 shares are authorized and reserved for issuance pursuant to the
1993 EPi Stock Option Plan, as amended, of which 1,500,000 shares have been
issued under the Plan.  An additional 378,988 options have been granted under
the Plan in excess of those shares authorized for issuance, which grants are
subject to the adoption of an amendment to the Stock Option Plan authorizing
and reserving for issuance additional shares sufficient to encompass the
additional grants.

The option grants to Messrs. Saloff and Sen as of  August 25, 1998 are
further governed by and subject to the respective Term Sheets governing their
employment each dated August 25, 1998.  The option grant to Dr. Jayaraman as
of August 19, 1998 is further governed by the Employment Agreement between
Dr. Jayaraman and EPi dated as of August 18, 1998.


Outstanding Warrants

See attached Schedule 3(b)-2.

Other Rights Outstanding to Purchase or Otherwise  Acquire, Or Other
Securities Exchangeable or Convertible into or Exercisable for, EPi Common
Stock

1.   Shares of common stock of EPi authorized and reserved for issuance,
     pursuant to the Non-Employee Directors Equity Compensation Plan, for
     calendar year 1998 having a Fair Market Value (as defined in such plan)
     of $7,500.

2.   6,000,000 partnership units in Gemini Health Technologies L.P. and the
     right to acquire up to 2,050,000 of additional earn-out  partnership
     units pursuant to the Capital Contribution Agreement between EPi, EPi
     HealthTech Inc. ("EPi Sub"), Gemini Biotech Ltd., the Jayaramans and
     Gemini Biotech Inc. dated June 18, 1998, all of which partnership units
     are exchangeable into EPi common stock pursuant to Unit Exchange
     Agreement dated as of June 18, 1998 between EPi and Krishna Jayaraman,
     Shashikala Jayaraman, and Gemini Health Technologies L.P.

3.   Right to acquire up to 1,650,000 earn out shares of EPi common stock by
     shareholders of HealthTech Development Inc. ("HTD") pursuant to the
     Agreement of Merger and Plan of Reorganization among EPi, EPi Sub., Inc.
     and HTD dated June 11, 1998

<PAGE>

4.   Right to acquire up to 100,000 additional shares of EPi common stock
     pursuant to Letter Agreement between 20th Century Associates, Inc. and
     EPi dated November 25, 1998.

Agreements Concerning the Voting, Acquisition or Disposition of EPi's
Outstanding Securities

1.   Master Agreement dated as of June 28, 1998 among HTD, Gemini Biotech,
     Ltd., Gemini Biotech, Inc., EPi, EPi Sub, Mr. Norton Herrick (a) David
     Saloff, Murray Feldman, George Levine, and Paragon Capital Corporation
     at Spear, Leeds & Kellogg, LLC (collectively, the "EPHI Group"), (b)
     Arup Sen, James Kaput and Richard Kneipper (collectively, the "HTD
     Group") and (c) Krishna Jayaraman and Shashikala Jayaraman
     (collectively, the "Gemini Group"), as amended on August 3, 1998.

2.   Letter Agreement regarding voting of EPi common stock by and between
     Norton Herrick and Murray Feldman dated August 3, 1998.

Agreements to Register EPi's Outstanding Securities Under the U.S. Federal
Securities Acts

1.   Registration Rights Agreement dated as of June 28, 1998 among EPi,
     Norton Herrick, the EPHI Group, the HTD Group and the Gemini Group.

2.   Piggy back Registration Rights granted to certain warrantholders under
     those warrant agreements identified in Schedule 3(b)-2.


<PAGE>

SCHEDULE 3(b)-1
EPi Outstanding Options
9/23/98

<TABLE>
<CAPTION>


                      DATE                # OF
        NAME         ISSUED    PRICE      SHARES       TERM    TYPE   VESTING
       ------        ------    ------     ------       -----   ----   --------
<S>	                <C>      <C>         <C>          <C>     <C>     <C>
Feldman, Murray      6/28/95  $ 5.25       5,000      6/28/00   NSO      B;F
Rausch, Tom          6/28/95  $ 5.25         250      6/28/00   NSO       M
Robertson, Scott     6/28/95  $ 5.25       2,500      6/28/00   NSO       M
Soffin, Glen         6/28/95  $ 5.25         250      6/28/00   NSO       M
Stewart, Nancy       6/28/95  $ 5.25         500      6/28/02   ISO       C
Mooibroek, Joseph     8/5/96  $ 5.50     207,236       8/5/06   NSO       B
Saloff, David        4/14/98   $0.32     100,000       8/5/06   ISO       B
Kronick, Larry      12/13/96   $2.88      15,000     12/13/98   NSO       H
Sen, Arup           11/11/96  $ 4.75      75,000     11/10/06   ISO       G
Feldman, Murray     12/13/96 $ 2.875      15,000     12/13/01   NSO      F;A
Stewart, Nancy      12/13/96 $ 2.875       2,000     12/13/06   ISO       A
Dabb, Richard         1/1/97   $3.06      20,000       1/1/02   NSO       D
Kinney, Brian        4/14/98   $0.32      20,000       1/1/02   NSO      D;J
Mayrovitz, Harvey     1/1/97   $2.75       7,500       1/1/02   NSO       E
Sen, Arup            6/24/97   $1.81      25,000      6/24/07   ISO       B
Feldman, Murray     12/31/97   $0.28       2,500     12/31/01   NSO      F;B
Sen, Arup             1/3/98   $0.26     244,823    1/.03/98    ISO       K
Mitchler, Wendy      1/12/98   $0.28     125,000      1/12/08   ISO       L
Sen, Arup             2/1/98   $0.35      17,143       2/1/08   ISO       B
Saloff, David         2/1/98   $0.35      34,286       2/1/08   ISO       B
Occhionero, Rita      1/3/98   $0.26      10,000       1/3/98   ISO       D
Saloff, David (1)    8/25/98   $0.85     200,000      8/24/08   ISO       N
Sen, Arup (1)        8/25/98   $0.85     500,000      8/25/08   ISO       O
Jayaraman, Krishna   8/19/98   $1.06     250,000      8/19/08   ISO       P


Total per Schedule                     1,878,988

</TABLE>

  Vesting Formula:

A = 20% immediately; 20% after the first anniversary; 20% after the second
    anniversary; 20% of remaining after the third anniversary; 20% after the
    fourth anniversary
B = Vested
C = 20% after the first anniversary; 5% quarterly
D = 25% immediately; 25%  after the first anniversary; 25% after the second
    anniversary; 25% after the third anniversary
E = 1,500 shares immediately; 2,000 shares after the first anniversary; 2,000
    shares each succeeding anniversary
F = Optionee must be a director of EPi on the date of exercise
G = 25,000 immediately; 20,000 after the first anniversary; 10,000 after each
    succeeding anniversary - to be cancelled at transaction
H = 5,000 vest upon $250,000 in 2-year period international revenue,
    additional 5,000 after $750,000, all 15,000 after $1,500,000
J = Optionee must be a consultant to EPi  on the date of exercise
K = 50% immediately; 50% on July 1, 1998 in lieu of cash and stock
    compensation
L = 25% immediately; 25% after 3 months; 25% each succeeding 3-month period
M = 100% upon execution and acceptance of related stock option agreement
N = 20% per year starting with first anniversary; to accelerate based on
    following annual sales revenue: $[omission], additional 25%, $[omission],
    additional 25%, $[omission], remaining 50%. Vesting to accelerate as
    determined by Board of Directors based on (a) demonstration that PEMS
    facilitates cell regeneration for would healing and Epi pursues product
    approval or (b) receipt of earn-out warrants from ADM Tronics
O = 75,000 shares upon reorganization on 8/24/98; additional $75,000 upon
    closing of Elan transaction; additional 50,000 upon annual revenue of
    $[omission]; additional 25,000 upon first anniversary of option grant
    (8/24/99); and additional 250,000 based on milestones set by Board of
    Directors.
P = 20% immediately; 25% on the first and second anniversary of grant date;
    and 30% on third anniversary.

FOOTNOTES:

(1)  Grant is subject to shareholder approval of increase in number of shares
     authorized to be issued under the Epi Stock Option Plan.  Number of shares
     authorized for issuance at 9/23/98 is 1.5 MM.


<PAGE>

SCHEDULE 3(b)-2
Electropharmacology, Inc.
Outstanding Warrants
23-Sep-98

<TABLE>
<CAPTION>

                                 WARRANTS
                                 --------
          Issue                                Post   Post Split
   No.     Date    Issued to       Pre Split  Split     Price     Years
  ----    -----    ---------       --------   -----    --------    ----
<S>        <C>        <C>             <C>      <C>       <C>        <C>
W-003    12/1/93   P. Saloff        13,500    8,717     $5.42        5
W-006     8/1/94   AA Pilla PhD     65,000   41,969     $5.03        5
         12/5/94   L. Schlesinger   15,000    9,685     $5.03        5
         6/28/95   Arsenault, J.             30,000     $4.00        5
         6/28/95   Canale, T.                25,000     $5.25        4
         6/28/95   H. LeVay                   3,000     $5.25        5
         6/28/95   M. Porter                  3,000     $5.25        5
         6/28/95   Z. Rose                    3,000     $5.25        5
         6/28/95   C. Torre                   3,000     $5.25        5
        12/15/95   Freidman, R.              32,500     $1.00        5*
        12/15/95   J. Markowitz              32,500     $1.00        5*
        12/15/95   Whale                     40,000     $5.50        5*
        12/15/95   Shapiro (Whale)           40,000     $5.50        5*
        12/15/95   Segal (Whale)             20,000     $5.50        5*
         4/11/97   Joseph Mooibroek          25,000     $2.25       10

         				    -------
         Subtotal Outstanding at 9/23/98    317,371
					    -------

</TABLE>

         * Warrantholder has certain registration notice and piggyback
           registration rights


<PAGE>


                                SCHEDULE 3(e)

                 List of Required Consents, Approvals, etc.


None.

<PAGE>

                                SCHEDULE 3(f)


   Pension, Profit Sharing, Deferred Compensation, Stock Ownership, Stock
    Purchase, Bonus, Severance, Health or Group Insurance, Welfare Plans

1.   EPi Non-Employee Directors' Equity Compensation Plan
2.   EPi Premium Only Plan effective August 1, 1995
3.   EPi 1993 Stock Option Plan, as amended
4.   Dental  Services  Agreement between EPi and Oral Health  Services,  Inc.
     effective February 1, 1997
5.   Group  Life  and  AD&D Insurance Plan between EPi and Metropolitan  Life
     Insurance Company effective February 1, 1997
6.   Accident  and Health Insurance Policy between EPi and United  HealthCare
     Insurance Company effective February 1, 1997
7.   Group  Policy for Small Employer Enrolling Units between EPi and  United
     HealthCare of Florida, Inc. effective February 1, 1997
8.   Disability  Plan between EPi and Guarantee Life Insurance Company  dated
     November 1, 1996
9.   EPi 401(k) Plan effective May 1, 1995
10.  EPi 401(k) Plan effective January 1, 1998


                         Fringe Benefits Agreements

1.   Vacation Policy
2.   Leave of Absence Policy
3.   Holiday Policy
4.   Termination Policy

                             Employee Agreements

1.   Agreement  between  EPi and Jack W. Baxter dated  April  23,  1997  (See
     Schedule 3(j))
2.   Term Sheet between EPi and David Saloff dated August 25, 1998
3.   Term Sheet between EPi and Arup Sen dated August 25, 1998
4.   Employment Agreement between EPi and Krishna Jayaraman dated August  18,
     1998

<PAGE>

                         SCHEDULE 3(g)

     Material Adverse Changes, Dividends, Intellectual Property Actions
                    and Liabilities in Excess of $50,000

See  Schedule  3(g)-1  for  a  summary of the balance  sheet  impact  of  the
reorganization  transactions entered into by EPi  on  August  24,  1998  (the
"Reorganization  Transactions"), including the divestiture  of  its  SofPulse
assets  and  certain rights under EPi's intellectual property, including  the
world-wide right to manufacture and sell the SofPulse device for its  current
labeled  indication, pursuant to an Asset Purchase Agreement  dated  May  27,
1998  between  EPi,  ADM  Tronics Unlimited, Inc. And  AA  Northvale  Medical
Associates,  Inc.; the guarantee of a $1.3 million secured business  loan  to
Gemini Biotech, Ltd in connection with the acquisition of Gemini Biotech, Ltd
through  a  newly  organized limited partnership, Gemini Health  Technologies
L.P.; and the merger of HTD with and into EPi Sub, all of which resulted in a
change  of control and the incurrence of a $63.654 liability to Arup  Sen  in
order for Dr. Sen to exercise certain options to purchase EPi Common Stock.

<PAGE>

                            Schedule 3(g)-1a
            Unaudited Pro Forma Condensed Combined Balance Sheet
                             June 30, 1998

<TABLE>
<CAPTION>

                                                                Merger
                                          	  							         	----------
                             		       	Historical
 	                               					------------
ASSETS	 								                                              Pro Forma
                      			       		    EPi 		      HTD 	      Adjustments
                     						          -----	      -----       -----------
<S>						                             <C>         <C>            <C>
Current assets:
      Cash				                      62,465 	       48
      Trade accounts receivable		  126,723
      Inventory				                159,043
      Trade notes and other
         receivables                 2,181
      Prepaid expenses			          161,962
				                              ---------     ------       ----------
Total current assets         					 512,374        48		                -
		                                ---------     ------	      ----------

Rental and other equipment         568,497 	     966
Patents & Organization Cost         86,088
Deposits                     					   5,075
Acquired Developed Technology                               2,000,000 (1)
Investment in ADM Tronics
                         					  ===========     =====	       ===========
Total Assets                 				1,172,034 	    1,014 	       2,000,000
                        					   ===========     =====	       ===========

LIABILITES AND NET CAPITAL DEFICIENCY
Current liabilities
      Note Payable			              719,276
      Accounts payable			          509,330 	    44,500
      Accrued expenses			          308,224
      Accrued commissions		         14,262
      Accrued payroll			             1,767
      Customer deposits			               -
      Deferred Revenue			           75,000
      Notes payable to related
         parties	                   65,926 		                63,654 (4)
                           					  ---------	   --------     ----------
Total current liablities		        1,693,785	    44,500        63,654
                            					 ---------    --------     ----------

Long term Note Payable			           90,260
Minority Interest in Limited Partnership
					                             =========    ========	    ==========
Total Liabilities			              1,784,045 	   44,500 	      63,654
					                             =========	   ========	    ==========

Commitments and contigencies

Net capital deficiency/Equity:
      Convertible Preferred Stock	  2,430
      Common Stock			              41,325 	        32	       61,689 (1)
      Additional paid-in capita   15,277,249    194,522     1,703,225 (1)
      Deferred Compensation	      (67,678)
General Partner (%1)
Limited Partners (%99)
Deficit/Retained Earnings        (15,865,337)   (238,040)   171,432 (1),(4)
                         				     ----------     ---------    ---------
Net capital deficiency/Total Equity (612,011)    (43,486)     1,936,346
                         				     ==========     =========    =========
Total liabilites and net capital
deficiency 			                     1,172,034      1,014       2,000,000
                          				     ==========     =========    =========

</TABLE>

<PAGE>


[RESTUBBED TABLE]
<TABLE>
<CAPTION>


	                                                  							    Merger
                                                  								  -----------
 						                          Historical
                       						    ----------
ASSETS		                      			Pro Forma	                 Pro Forma
                             					Combined       GBLP       Adjustments
                            					---------    ---------     -----------
<S>					                           <C>		          <C>           <C>
Current assets:				               62,513        285,064
      Cash				                   126,723        	57,697
      Trade accounts
         receivable, net	        159,043 	        7,528
      Inventory				                2,181 	       30,200
      Trade notes and other
         receivables	            161,962 	            -
      Prepaid expenses			        ---------      --------     -----------
					                            512,422        380,488   	            -
				                            	---------      --------     -----------

Rental and other equipment		     569,463        252,976
Patents & Organization Cost, net	 86,088 	       67,034
Deposits				                       5,075 	        3,350
Acquired Developed Technology		 2,000,000 		                  2,000,000 (2)
Investment in ADM Tronics			           -
                           					==========     ========	     ==========
                           					 3,173,048      703,848 	     2,000,000
                           					==========     ========	     ==========

LIABILITIES AND NET CAPITAL DEFICIENCY
Current liabilities:
      Note payable			             719,276	       97,185
      Accounts payable			         553,830 	       (480)
      Accrued expenses			         308,224 	      68,958
      Accrued commissions		        14,262 	           -
      Accrued payroll			            1,767 	      22,361
      Customer deposits		       	       -
      Deferred Revenue			          75,000
      Notes payable to related
         parties	                 129,580
      	                                 -
                            					----------    --------	      ----------
Total Liabilities			             1,801,939      188,025 	 	           -
                            					----------    --------	      ----------

Commitments and contingencies		    90,260       932,791      1,692,985 (2)
					                            ==========    =========	   =============
Net capital deficiency/Equity 		 1,892,199     1,120,816     1,692,985
                            					==========    =========    =============
Convertible Preferred Stock			 		    2430
Common Stock				                  103,046
Additional paid-in capital     17,174,996
Deferred Compensation            (67,678)
General Partner (%1)			                         (85,656)      87,919 (2)
Limited Partners (99%)			                          5,000     219,096 (2)
Deficit/Retained Earnings		  (15,931,945)      (336,312)
Net capital deficiency/
    Total Equity		             1,280,849       (416,967)       307,015
                             -----------       ----------    -----------
Total liabilities and net capital
    deficiency                 3,173,048        703,848       2,000,000
                       		 	 		===========	     ==========    ===========

</TABLE>

<PAGE>


[RESTUBBED TABLE]
<TABLE>
<CAPTION>

                           						            Medical Device
						                                       Divestiture
      						                                 --------------

                                           								       Pro Forma
                				        	 Pro Forma    Pro Forma      Combined
                         				 Combined     Adjustments    (as adjusted)
                        					-----------   -----------    -------------
<S>					                         <C>	          <C>             <C>
Current assets:
      Cash				                 347,577      135,000 (3)     482,577
      Trade accounts
          receivable, net	     184,420 		                   184,420
      Inventory				            166,571     (152,233) (3)     14,338
      Trade notes and
          other receivables	    32,381 		                    32,381
      Prepaid expenses			      161,962        7,500 (5)     169,462
					                         --------       ----------     --------
					                          892,910 	      (9,733)       883,177
					                         --------       ----------     --------

Rental and other equipment		   822,439    (613,466) (3)     208,973
Patents & Organization
    Cost, net	 153,122 		      153,122
Deposits				                     8,425 	              			    8,425
Acquired Developed Technology	 4,000,000 		                4,000,000
Investment in ADM Tronics		        -   	     606,667 (3)     606,667
					                          ==========    ===========   ==========
Total Assets				                5,876,896     (16,532)	     5,860,364
					                          ==========    ===========   ==========

LIABILITIES AND NET CAPITAL DEFICIENCY
Current liabilities:
      Note Payable 			           816,461    (672,750) (3)     143,711
      Accounts payable			        553,350     (48,169) (3)     505,181
      Accrued expenses			        377,182   (21,581) (3),(5)   355,601
      Accrued commissions		       14,262 		                    14,262
      Accrued payroll			          24,128 		                    24,128
      Customer deposits			             -   			  	                 -
      Deferred Revenue			          75,000 		                   75,000
      Notes payable to related
          parties	 129,580 		     129,580
                                  					 -    				                 -
                            					----------    ---------	    ---------
                            					 1,989,964    (742,500)	    1,247,464
                            					----------    ---------	    ---------

Long term note payable			         1,023,051	                 1,023,051
Minority Interest in Limited
      Partnership                 1,692,985 		               1,692,985
	                            				==========    =========	   ==========
Total Liabilites			               4,706,000    (742,500)	    3,963,500
                             				==========    =========	   ==========

Commitments and contingencies

Net capital deficiency/Equity:
Convertible Preferred Stock		        2,430 			                     2,430
Common Stock				                    103,046       3,226 (3)      106,272
Additional paid-in capital		      17,174,996     96,774 (3)    17,271,770
Deferred Compensation			           (67,678)	                    (67,678)
General Partner (%1)		  	            2,263 		            	        2,263
Limited Partners (99%)			           224,096 		                   224,096
Deficit/Retained Earnings		       (16,268,257)   625,968 (3)  (15,642,289)
				                              	----------    ---------	    ----------
Net capital deficiency/Total Equity	1,170,896     725,968 	    1,896,864
				                              	==========    =========	    ==========
Total liabilites and net capital
deficiency				                      5,876,896     (16,532)	    5,860,364
		                              			==========    =========	    ==========

</TABLE>

(1) To reflect the elimination of HTD equity accounts,  issuance of EPI shares
    and allocation of the purchase price in excess of net tangible assets
    acquired, see Note 2 to the Pro Forma Condensed Combined Financial
    Statements.
(2) To reflect the elimination of the GBLP equity accounts, issuance of EPI
    shares and allocation of the purchase price in excess of net tangilble
    assets acquired, see Note 2 to the Pro Forma Condensed Combined Financial
    Statements.
(3) To reflect the sale of the Medical Device Business for $150,000 cash (net
    of $15,000 registration fee) and ADM stock (2,925,000 shares) pursuant to
    the Asset Purchase Agreement.
(4) To record additional liability uncurred to Arup Sen as if the change in
    control occurred on June 30, 1998.
(5) To record purchase of a one-year product liability policy for discontinued
    products coverage.


<PAGE>
ProForma EPI after Asset Sale
                                   3(g)-1b
			                 ProForma Condensed Combined Balance Sheet
			                 December 31, 1997

<TABLE>
<CAPTION>
                                         		   				             Merger
                                                      								--------
                       			         	      Historical
                               					     -------------
ASSETS						                                            	      Pro Forma
                                    					 EPi 	      HTD	      Adjustments
                                   					------	     -----     -------------
<S>                                      <C>         <C>           <C>
Current assets :
      Cash                              111,496	     809
      Trade accounts receivable 		      169,406
      Inventory				                     152,233
      Trade notes and other receivables	 32,748
      Prepaid expenses	 		              157,065
                                    				-------	   ------    ------------
Total current assets			                 622,946      809 		            -
					                                   -------	   ------    ------------

Rental and other equipment, net		       713,466    1,159
Patents & Organization Cost, net	        89,129
Deposits		 		                            18,001
Acquired Developed Technology			                       		    2,000,000 (1)
Investment in ADM Tronics
                           				      ----------    -----      ----------
Total Assets			                       1,443,542    1,968     	2,000,000
				                                 ==========    =====	     ==========

LIABILITIES AND NET CAPITAL DEFICIENCY
Current liabilities:
	Note Payable	 	                       	804,179
	Accounts payable		                     380,313     44,500
	Accrued expenses	 	                    187,933
	Accrued commissions	 	                  46,181
	Accrued payroll	 		                     18,385
	Customer deposits		                      7,561
	Deferred Revenue
	Notes payable to related parties        73,926

				                                   ---------    ------	  ----------
Total current liabilities	             1,518,478    44,500 		        -
				                                   ---------    ------	  ----------

Long term Note Payable
Minority Interest in Limited Partnership
				                                   ---------    ------	  ----------
Total Liabilities 		                   1,518,478    44,500 		        -
				                                   =========    ======	  ==========

Commitments and contingencies

Net capital deficiency/Equity:
     Convertible Preferred Stock	         2,430
     Common Stock			                     40,711       32	    62,126 (1),(4)
     Additional paid-in capital       15,254,912    192,522  1,766,442 (1),(4)
     Deferred Compensation	             (67,678)
     General Partner (1%)
     Limited Partners (99%)
     Deficit/Retained Earnings       (15,305,311)  (235,086)   171,432 (1),(4)
     Net capital deficiency/		         ---------    -------	  ----------
         Total Equity			               (74,936)    (42,532)	   2,000,000
     Total liabilities and net		       ---------    -------  	----------
         capital deficiency		         1,443,542      1,968     2,000,000
					                                  =========    =======	  ==========

</TABLE>

<PAGE>


[RESTUBBED TABLE]
<TABLE>
<CAPTION>

                                               							        Merger
                                               							      ----------
                           					               Historical
                            					              ----------
ASSETS				                        ProForma	                 ProForma
                         		       Combined      GBLP        Adjustments
                              					------	     -----       -------------
<S>                                 <C>         <C>             <C>
Current assets:
      Cash                        112,305    454,992
      Trade accounts receivable		 169,404     43,090
      Inventory				               152,233      5,000
      Trade notes and other
          receivables	             32,748
      Prepaid expenses			         157,065      3,125
                             					-------	   -------	    -------------
Total current assets			           623,755    506,207    		          -
                             					-------	   -------	    -------------

Rental and other equipment		      714,625   195,818
Patents & Organization Cost, net	  89,129    75,437
Deposits				                       18,001     3,350
Acquired Developed Technology	   2,000,000			             2,000,000 (2)
Investment in ADM Tronics 					      -
				                             ---------   --------	    ----------
Total Assets			                  3,445,510   780,812 	    2,000,000
				                             =========	  ========	    ==========

LIABILITIES AND NET CAPITAL DEFICIENCY
Current liabilities:
      Note Payable			             804,179 		 97,185
      Accounts payable			         424,813 		 26,818
      Accrued expenses			         187,933 		 15,408
      Accrued commissions		        46,181 		  3,748
      Accred payroll			            18,385
      Customer deposits			          7,561
      Deferred Revenue			              -
Notes payable to related parties	  73,926
					                                  -
                           					---------    ------	    ----------
Total current liabilities		     1,562,978   143,159	            -
                           					---------    ------	    ----------
Long term Note Payable		              	- 	  944,668
Minority Interest in limited
    partnership			                                       1,692,985 (2)
					                           ---------    ------	    ----------
Total liabilities			            1,562,978  1,087,827 	   1,692,985
					                           =========    ======	    ==========

Commitments and contingencies

Net capital deficiency/Equity:
     Convertible Preferred Stock	  2,430
     Common Stock			             102,869
     Additional paid-in capital	17,213,876
     Deferred Compensation		     (67,678)
     General Partner (1%)			                  (87,919)	   87,919 (2)
     Limited Partners (99%)			               (219,096)	  219,096 (2)
     Deficit/Retained Earnings	(15,368,965)
     Net capital deficiency/		  ---------    -------    	----------
         Total Equity			        1,882,532    (307,015)	    307,015
     Total liabilties and net		 ---------    -------	    ----------
         capital deficiency		   3,445,510     780,812 	  2,000,000
                           					=========    =======	    ==========

</TABLE>

<PAGE>


[RESTUBBED TABLE]
<TABLE>
<CAPTION>

                                         			Medical Device
                                         		 Divestiture
                                           	-------------
                                           							        ProForma
                      				       ProForma    ProForma     Combined
                      				       Combined   Adjustments  (adjusted)
                             					------	     -------     ----------
<S>                                <C>          <C>          <C>
Current assets:
      Cash	                   			567,297   135,000 (3)	   702,297
      Trade accounts receivable		212,494 		               212,494
      Inventory				              157,233  (152,233) (3)    5,000
      Trade notes and other
           receivable            	32,748              			 32,748
      Prepaid Expenses			        160,190 	             	 160,190
                            					--------   -------  	  ---------
Total current assets			        1,129,962   (17,233)     1,112,729
					                            -------    -------	    ---------

Rental and other equipment		     910,443  (613,466) (3)	 296,977
Patents & Organization Cost, net	164,566                	164,566
Deposits				                     21,351 		                21,351
Acquired Developed Technology		4,000,000	               4,000,000
Investment in ADM Tronics	        	-   	  606,667 (3) 	  606,667
				                           	--------    -------	     ---------
Total Assets		               		6,226,322   (24,032)	     6,202,290
                           					========    =======      =========

LIABILITIES AND NET CAPITAL DEFICIENCY
Current liabilities:
      Note Payable		           	901,364	  (672,750) (3)	  228,614
      Accounts payable			       451,631    (48,169) (3)	  403,462
      Accrued expenses			       203,341    (29,081) (3) 	 174,260
      Accrued commissions		     49,929               		 	  49,929
      Accured payroll			        18,385 		 	                18,385
      Customer deposits			       7,561 		 	                 7,561
      Deferred Revenue			          -    			                     -
      Notes payable to related
            parties	             73,926 			                73,926
                              					- 	   		                     -
                            					--------    -------	     --------
Total current liabilibes	     	1,706,137    (750,000)	     956,137
                            					--------    -------	      --------

Long term Note Payable			        944,668 		                  944,668
Minority Interest in limited
      partnership		            	1,692,985	                 1,692,985
                            					--------    --------	     ---------
Total liabilites			             4,343,790   (750,000)	     3,593,790
                             					=======    ========      =========

Commitments and contingencies

Net capital deficiency/Equity:
     Convertible Preferred Stock	   2,430			                 2,430
     Common Stock			               102,869     3,226 (3) 	 106,095
     Additional paid-in capital	  17,213,876  96,774 (3)  17,310,650
     Deferred Compensation	       	(67,678)		              (67,678)
     General Partner (%1)	            	-  			                   -
     Limited Partners (99%)		          -   			                  -
     Deficit/Retained Earnings	  (15,368,965)  625,968 (3) (14,742,997)
Net capital deficiency/		         	---------    -------	  ----------
    Total Equity			               1,882,532    725,968 	   2,608,500
Total liabilites and net		         ---------    -------	  ----------
    capital deficiency			          6,226,322    (24,032)	  6,202,290
                              					=========    =======	  ==========

</TABLE>

(1) To reflect the elimination of HTD equity accounts,  issuance of EPI shares
    and allocation of the purchase price in excess of net tangible assets
    acquired, see Note 2.
(2) To reflect the elimination of the GBLP equity accounts, issuance of EPI
    shares and allocation of the purchase price in excess of net tangilble
    assets acquired, see Note 2.
(3) To reflect the sale of the Medical Device Business for $150,000 cash (net
    of $15,000 registration fee) and ADM stock (2,925,000 shares) pursuant to
    the Asset Purchase Agreement.
(4) To record additional shares of stock assuming the issuance of 436,966
    options issued to Arup Sen as if the change in control occurred on
    December 31, 1997.


<PAGE>

Electropharmacology, Inc.
Statement of Operations
(unaudited)
                                        3(g)-1c
                   Pro Form Condensed Combined Statement of Operations
                               Year Ended December 31, 1997
                                       (unaudited)

<TABLE>
<CAPTION>

                                           		   Merger
                                             ------------
       	   		              Historical 	  	  	                         Historical
                     			- -------------	  	                           ----------
                               					       Pro Forma      Pro Forma
     	     	            EPi        HTD     Adjustments    Combined	      GBLP
                 			   ------     ------   ----------     ---------     -----
<S>                     <C>        <C>         <C>           <C>         <C>
Revenue:
  Rentals		          1,700,486      -   	                 1,700,486 	     -
  Sales		 	            700,763      -   	                   700,763    118,018
			                  ---------    ------   ----------     ---------    -------
Total revenue        2,401,249      -   	        -        2,401,249    118,018

Operating expenses:
 Cost of revenue	      611,702      -   		                  611,702     92,619
 Selling, general
  and administrative 3,177,031   89,972   196,987(1),(3)  3,463,990    193,169
 Research and
  development 	  	     214,686   28,070 	                   242,756 	     -
			                   --------   -------    ----------    --------     -------
Total operating
   expenses          4,003,419   118,042     196,987      4,318,448    285,788
                      --------   -------    ----------    --------     -------
Loss from operations	(1,602,170) (118,042)  (196,987)   (1,917,199)  (167,770)

Other income (expense)
 Interest expense	     (25,135)   (2,198)	                (27,333)    (71,622)
 Interest and
   other income 	        9,894       124 		                10,018 	     13,033
 Loss on disposal
   of equipment		      (30,506)			                                    (30,506)
Total other
   income (expense)	  (45,747)   (2,074)	       - 	      (47,821)     (58,589)
		                   ---------   --------     ---------    --------   --------
Net loss	           (1,647,917)  (120,116)	  (196,987)  (1,965,020)  (226,359)
	            	       =========   ========     =========    ========   ========

Net loss per share
 - basic and diluted    (0.45)      (37)		                   (0.20)        -
		                   =========   ========     =========    ========   ========

Weighted average
 number of common
 shares outstanding
 - basic and diluted  3,697,611    3,247      6,172,095    9,869,706 	     -
		                    =========   ========     =========    ========  ========

</TABLE>

<PAGE>


[RESTUBBED TABLE]
<TABLE>
<CAPTION>
         	  		                                     Medical Device
                                     		             	Divestiture
                      				                         --------------
			                    Merger
			                   ----------
				                                                  			         Pro Forma
		            	       Pro Forma 	   Pro Forma      Pro Forma       Combined
            			      Adjustments 	  Combined       Adjustments   (as adjusted)
                  			-----------    	--------       --------	     ---------
<S>                      <C>           <C>            <C>            <C>
Revenue:
 Rentals				                        1,700,486    (1,700,486) (2) 	    -
 Sales		 			                          818,781    (700,763) (2)     118,018
                 	 		-----------    	--------       --------	     ---------
Total Revenue	 		          -        2,519,267    (2,401,249)	      118,018

Operating expenses:
 Cost of revenue	 		                  704,321    (611,702) (2)      92,619
 Selling, general
   and administrative	133,333 (1) 	 3,790,492   (2,000,000) (2)   1,790,492
 Research and development 		          242,756 		                   242,756
                  			-----------	    --------      --------	      ---------
Total operating expenses 133,333 	  4,737,569   (2,611,702)	      2,125,867
			                  ===========     ========     ========	       =========
Loss from operations   (133,333)   (2,218,302)     210,453 	    (2,007,849)


Other income (expense)
 Interest expense	 		                 (98,955)     25,135 (2)     (73,820)
 Interest and other income		            23,051 		                  23,051
 Loss on disposal of equipment		      (30,506)		                  (30,506)
Total other income	   -----------    	--------     --------	     ---------
   (expense)			            -         (106,410)      25,135 	      (81,275)
		                   	-----------    	--------     --------	     ---------
Net Loss	             	(133,333)     (2,324,712)    235,588 	  (2,089,124)
	                   		===========     ========     ========	     =========
Net loss per share
 - basic and diluted			                (0.24)			                    (0.20)
					                                 ========		                 =========
Weighted average number
 of common shares outstanding
 - basic and diluted			               9,869,706     322,581 	   10,192,287
			                                 		========     ========	    =========

</TABLE>

(1) To record amortization of intangible assets acquired.  An amortization
    period of 15 years is asumed. See Note 2.
(2) To reflect the sale of the Medical Device Division, including related
    depreciation expense and savings of 2,000,000 in SG&A costs, as if it had
    occurred on January 1, 1997
(3) To record additional stock issued as compensation of $63,654 to Arup Sen
    in accordance with employment agreement as if it had occurred on January 1,
    1997. See Note 4