CONTRIBUTION AGREEMENT

     This is a Contribution Agreement,  dated as of April 14, 1999 (as in effect
from  time  to  time,  this   "Agreement"),   between  UroMed   Corporation,   a
Massachusetts  corporation  ("Parent"),  and Assurance Medical, Inc., a Delaware
corporation ("Assurance").

     WHEREAS, the Parent has engaged for several years in the development of its
BreastView(R),  BreastCheck(R) and Breast Exam electronic  palpation technology
(the "Products");

     WHEREAS,  the Parent has caused the  formation of Assurance in order to own
the Products and continue the development and commercialization of the Products;

     WHEREAS,  the Parent and Assurance  desire to enter into this  Agreement in
order to effect the transfer by the Parent to  Assurance  of certain  assets and
liabilities  relating to the  Products in exchange for the issuance by Assurance
to the Parent of shares of Assurance's Series A Preferred Stock, par value $.001
per share ("Series A Preferred Stock"),  and shares of Series B Preferred Stock,
par value  $.001 per share  ("Series B  Preferred  Stock" and  collectively  the
"Preferred Stock").

     NOW, THEREFORE,  in consideration of the foregoing and the mutual covenants
set forth below, and for other good and valuable consideration,  the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
                                    Article 1

                                   Definitions

     1.1.  Certain  Defined  Terms.  As used in this  Agreement,  the  following
capitalized terms have the following meanings:

     "Agreement" means this Contribution  Agreement,  including all exhibits and
schedules hereto, as amended, restated or supplemented from time to time.

         "Assurance" has the meaning set forth in the preamble.

     "Co-Sale Agreement" means that certain Co-Sale Agreement, dated as of April
14, 1999, by and among  Assurance,  Alan West,  Michael Kelly and Joel Weinstein
and the holders of Series A Preferred Stock and Series B Preferred Stock.

     "Encumbrance"  means  all  liens,  security  interests,  pledges,  charges,
mortgages,  conditional sales agreements,  title retention  agreements and other
encumbrances.

     "Material   Adverse  Effect"  means  a  material   adverse  effect  on  the
operations, assets or financial condition of the Transferred Business taken as a
whole.

     "Parent" has the meaning set forth in the preamble.

     "Permitted  Encumbrances"  means  Encumbrances  that in connection with any
agreement or  instrument,  relate to  restrictions  on transfer  embodied in the
terms of such agreement or instrument.

     "Person"  means  any  individual,  partnership,  corporation,  association,
trust, limited liability company, joint venture, unincorporated organization and
any  government,  governmental  department  or agency or  political  subdivision
thereof.

     "Products" has the meaning set forth in the preamble.

     "Transferred  Business" means the development and  commercialization of the
Company's  breast cancer  palpation  screening  technology,  including,  without
limitation, the Products.

     1.2. Cross References to Certain Terms Defined Elsewhere in this Agreement.

          Term                                        Section

          401(k) Plan                                 8.2(c)
          Acquired Assets                             2.1
          Assumed Obligations                         3.1
          Claim                                       9.3(a)
          Closing                                     4.1
          Closing Date                                4.1
          Employees                                   6.10
          Equipment                                   2.1(a)
          Excluded Assets                             2.2
          Hopkinton Lease                             2.1(c)
          Indemnified Party                           9.3(a)
          Indemnifying Party                          9.3(a)
          Intangibles                                 2.1(d)
          Losses                                      9.1 and 9.2
          Miscellaneous Contracts                     2.1(e)
          Parent Benefit Plan                         8.2(b)
          Preferred Stock                             preamble
          Proprietary Software                        2.2(f)
          Purchase Agreement                          7.3
          Retained Liabilities                        3.1
          Retained Third Party Software               2.2(f)
          Securities Act                              5.5(c)
          Series A Preferred Stock                    preamble
          Series B Preferred Stock                    preamble
          Shares                                      3.2 and 5.5(a)
          Subject Losses                              9.6
          Third Party Claim                           9.3(a)
          Third Party Software                        2.1(f)
          Third Party Software Licenses               2.1(f)
          Transferred Employees                       8.2(a)
          Transferred Software                        2.2(f)
          WARN Act                                    8.2(a)

                                    Article 2

                             Contribution of Assets

     2.1. Acquired Assets. Subject to the terms and conditions set forth in this
Agreement,  the Parent hereby assigns,  transfers and delivers to Assurance, and
Assurance  hereby  acquires and takes  assignment and delivery of, the assets of
the Parent  owned,  used or held for use in the  Transferred  Business as of the
date hereof and described below:

     (a) any and all fixtures, machinery,  installations,  equipment, furniture,
supplies  and other  personal  property,  used  solely in  conjunction  with the
operations of the Transferred Business, including without limitation those items
described on Schedule 2.1(a) hereto (the "Equipment");

     (b) all the  Parent's  title to,  interest in and rights under the lease of
the real property  located at 103 South Street,  Hopkinton,  Massachusetts  (the
"Hopkinton Lease");

     (c)  (i) all the  Parent's  right,  title and  interest in and to all trade
secrets  and  confidential  information  relating to the  Transferred  Business;
(ii) all  the  Parent's  right,  title  and  interest  in and to  any  works  of
authorship relating to the Transferred Business,  including all copyright rights
throughout the world, and including the right to sue for and to recover for past
infringement thereof; (iii) all the Parent's right, title and interest in and to
all technical  information,  know-how and show-how whether or not protectable by
patent,  copyright or trade secret law,  relating to the  Transferred  Business;
(iv) all the Parent's right, title and interest in and to the trademarks,  trade
names and service marks,  whether registered or unregistered,  arising under the
common  law,  state  law,  Federal  law and laws of  foreign  countries  and all
registrations thereof and interests therein throughout the world, used solely in
or with respect to the Transferred Business,  including the right to sue for and
to recover for past infringement  thereof;  (v) all of the Parent's right, title
and interest in and to advertising and marketing  know-how and materials,  sales
tools and advertising,  customer lists and other customer and potential customer
data relating to the Transferred  Business,  supplier and vendor lists and other
intangible  assets,  to the extent  relating to the  conduct of the  Transferred
Business;  and (vi) all the Parent's right, title and interest in any internally
developed software used in the Transferred  Business (the "Internally  Developed
Software,"  and,   collectively,   the  "Intangibles"),   including  those  more
particularly described on Schedule 2.1(c) hereto;

     (d) all  the  Parent's  right,  title  and  interest  in the  miscellaneous
contracts of the Parent  listed on Schedule  2.l(d)  hereto (the  "Miscellaneous
Contracts");

     (e) copies of the Parent's  accounting books,  records and ledgers relating
to the Transferred Business, and copies of all documents and records relating to
the Acquired Assets and the Transferred  Business and originals of the Hopkinton
Lease and Miscellaneous Contracts; and

     (f) all the Parent's  right,  title and  interest in the computer  software
licensed to Parent and used in the  Transferred  Business and listed on Schedule
2.1(f) hereto (the "Transferred Software").

     All of the foregoing  assets are referred to collectively in this Agreement
as the "Acquired Assets".

     2.2  Excluded  Assets.  Notwithstanding  the  foregoing,  the Parent is not
transferring and Assurance is not acquiring, pursuant to this Agreement, and the
term  "Acquired  Assets" shall not include,  any of the following (the "Excluded
Assets"):

     (a) Any cash;

     (b) Any accounts receivable, notes receivable or miscellaneous receivables;

     (c) Any of the Parent's  tradenames,  service marks or  tradenames,  or any
stationery, office supplies, business forms, manuals or similar property bearing
the Parent's trademarks,  trade names, service marks, logos or similar corporate
identification,  unless such trademarks,  trade names,  service marks,  logos or
similar corporate identification have been redacted therefrom;

     (d) Any assets related solely to Retained Liabilities;

     (e) Any  income  tax  refunds  or claims  therefor  which the Parent may be
entitled to receive from any federal, state, or local authorities;

     (f) all computer  software owned by the Parent and used in the  Transferred
Business (the  "Proprietary  Software")  and all computer  software  licensed to
Parent  and  used  in  the  Transferred  Business  (the  "Retained  Third  Party
Software")  other  than  the  Transferred   Software  and  Internally  Developed
Software; and

     (g) Any assets of the Parent not used in the Transferred Business;

     (h) Any of the Parent's rights under any insurance policies;

     (i) the consideration received by the Parent pursuant to this Agreement;

     (j) the rights of the Parent under this Agreement; and

     (k) any rights of the Parent under any Parent Benefit Plan, and any pension
funds or other assets held pursuant to the terms of any Parent Benefit Plan.

                                    Article 3

                  Assumption of Obligations; Issuance of Shares

     3.1.  Assumption  of  Obligations.  Assurance  assumes,  and agrees to pay,
perform,  fulfill and discharge (i) all  obligations of the Parent arising on or
after the date hereof and  relating to events  transpiring  on or after the date
hereof under the Hopkinton  Lease, the  Miscellaneous  Contracts and the license
agreements relating to the Transferred Software,  (ii) all other liabilities and
obligations  relating to the  Acquired  Assets and arising  after the Closing or
otherwise  relating  to or  arising  out of  the  operation  of the  Transferred
Business from and after the Closing Date,  and (iii) the  expenses to be paid by
Assurance  pursuant to Section 3.3  (collectively,  the "Assumed  Obligations").
Anything in this Agreement to the contrary notwithstanding,  Assurance shall not
assume, and shall not be deemed to have assumed,  any liability or obligation of
the Parent  whatsoever  other than as specifically set forth in this Section 3.1
(with all such non-assumed liabilities and obligations referred to herein as the
"Retained Liabilities").

     3.2.  Issuance of Shares. As consideration for the transfer to Assurance of
the Acquired  Assets,  Assurance  hereby agrees to issue to the Parent 4,740,000
shares  of  Series  A  Preferred  and  500,000  shares  of  Series  B  Preferred
(collectively, the "Shares").

     3.3. Issuance of Letter of Credit; Payment of Certain Fees and Expenses.

     (a)  Assurance  agrees to cause  its  lender to issue a Letter of Credit in
favor of John M. Summers,  sublessor under the Hopkinton  Lease,  complying with
the terms of the  Hopkinton  Lease,  which  shall  replace  the Letter of Credit
issued by Fleet  National  Bank  pursuant to Section  10.15(b) of the  Hopkinton
Lease, within thirty (30) days after Closing.

     (b) Assurance  agrees that it will pay or reimburse  Parent for (i) accrued
expenses  attributable  to the  Transferred  Business  listed on Schedule 3.3(b)
hereto, within one week after the Closing; (ii) any expenses attributable to the
Transferred  Business incurred by Parent on or after April 1, 1999, a reasonable
estimate of which is set forth on Schedule 3.3(b), within one week after request
for such  payment  or  reimbursement  by  Parent,  (iii) an amount  equal to the
security deposit, and any interest accrued thereon, deposited by Parent pursuant
to Section 10.15(a) of the Hopkinton  Lease,  within one week after the Closing,
and (iv)  employee  bonuses in the  amounts  set forth on  Schedule  3.3(b) (the
"Employee Bonuses"), prior to May 1, 1999.

                                    Article 4

                                     Closing

     4.1.  Time and Place.  The  closing of the  transfer  and  delivery  of all
documents and instruments necessary to consummate the transactions  contemplated
by this  Agreement (the  "Closing")  shall be held at the offices of Hale & Dorr
LLP, Boston, Massachusetts,  on the date of this Agreement or at such other time
or such other place as the Parent and Assurance may agree. The date on which the
Closing is  actually  held  hereunder  is  sometimes  referred  to herein as the
"Closing Date".  The Closing will be deemed to be effective for purposes of this
Agreement as of 11:59 p.m. in Boston, Massachusetts on the Closing Date.

     4.2. Transactions at Closing. At the Closing:

     (a) The Parent  shall duly  execute and deliver to Assurance or its nominee
or nominees such bills of sale,  certificates of title and other  instruments of
assignment  or transfer  with  respect to the Acquired  Assets as Assurance  may
reasonably  request  and as may be  necessary  to vest in  Assurance  all of the
Parent's title to the Acquired Assets.

     (b)  Assurance  shall  deliver to the  Parent  duly  executed  certificates
representing the Shares.

     (c) Assurance shall duly execute and deliver to the Parent such instruments
of  assumption  with  respect  to the  Assumed  Obligations  as the  Parent  may
reasonably request.

     (d) The Parent  shall  deliver to  Assurance  consents to the  transactions
contemplated  by this  Agreement from John M. Summers,  the Sublessor  under the
Hopkinton Lease, and Tekscan, Inc.

     (e) Fish & Richardson  P.C.  shall deliver to Assurance a written  opinion,
addressed  to  Assurance  and  dated  the  Closing  Date in form  and  substance
acceptable to Assurance and at Assurance's expense.

     (f) Each of Alan West,  Joel  Weinstein and Mike Kelly shall deliver to the
Parent an acknowledgement in the form of Exhibit A hereto.

                                    Article 5

                  Representations and Warranties of the Parent

     The Parent represents and warrants to Assurance as follows:

     5.1 Incorporation;  Authority.  The Parent is a corporation duly organized,
validly  existing and in good  standing  under the laws of the  Commonwealth  of
Massachusetts  and has all requisite  corporate  power and authority to carry on
the Transferred Business as now conducted.

     5.2 Rights to Sell Acquired Assets;  Approvals;  Binding Effect. The Parent
has all requisite corporate power and authority to enter into this Agreement, to
perform all of its agreements and  obligations  hereunder in accordance with its
terms, and to transfer to Assurance all of the Acquired  Assets.  The execution,
delivery  and  performance  of  this  Agreement  and  the  consummation  of  the
transactions  contemplated  hereby  has been duly  authorized  by all  necessary
corporate  action  on the part of the  Parent.  This  Agreement  has  been  duly
executed  and  delivered  by the Parent  and  constitutes  the legal,  valid and
binding obligation of the Parent,  enforceable  against the Parent in accordance
with its terms,  except as such validity,  binding effect or enforcement  may be
limited by bankruptcy,  insolvency or similar laws affecting  creditors'  rights
generally or by equitable principles relating to the availability of remedies.

     5.3 No  Defaults.  Except for  consents  to  transfer  with  respect to any
agreement or license that is part of the Acquired Assets, the entering into this
Agreement,  the  performance and compliance by the Parent with the terms hereof,
and the  consummation  of all the  transactions  contemplated  hereby,  will not
either currently, or after notice or lapse of time or both:

     (a) result in a violation of any provision of the charter, by-laws or other
organizational documents of the Parent;

     (b) result in a violation by the Parent of any statute, regulation,  order,
law, ordinance or restriction applicable to the Parent or by which the Parent or
any of the Acquired Assets is bound or subject;

     (c) result in a violation by the Parent of any judgment, order or decree of
any court or judicial or quasi-judicial tribunal applicable to the Parent;

     (d) conflict  with,  violate,  result in the breach or  termination  of, or
constitute a default under any contract, order, or permit to which the Parent is
a party or by which it or any of the Acquired Assets are bound or subject; or

     (e) result in the  creation  of any  Encumbrance  upon any of the  Acquired
Assets, except, in each case, for Permitted Encumbrances.

     5.4.  Title to Assets.  The Parent owns or has the right to transfer all of
the Acquired Assets, subject to the receipt of consents to transfer,  which will
be obtained  prior to the Closing.  The Parent has, and at and as of the Closing
the Parent will convey to Assurance,  good and marketable  title to the Acquired
Assets,  free and clear of all Encumbrances  except for Permitted  Encumbrances;
provided  that this  Section 5.4 shall not be  considered  a  representation  or
warranty  as to  the  non-infringement  of  any  of  the  Intangibles  or  other
intellectual property included in the Acquired Assets.

     5.5. Investment Representations

     (a)  Purchase  Entirely for Own  Account.  This  Agreement is made with the
Parent in reliance upon the Parent's  representation to Assurance,  which by the
Parent's execution of this Agreement the Parent hereby confirms, that the shares
of Preferred  Stock (the "Shares") to be acquired by the Parent will be acquired
for investment for the Parent's own account,  not as a nominee or agent, and not
with a view to the  resale  or  distribution  of any part  thereof  and that the
Parent has no present  intention of selling,  granting any  participation in, or
otherwise distributing the same.

     (b) Disclosure of  Information.  The Parent  represents  that it has had an
opportunity to ask questions and receive  answers from  Assurance  regarding the
terms and conditions of the  transactions  contemplated by this  Agreement.  The
foregoing,  however, does not limit or modify the representations and warranties
of Assurance  in Article 6 of this  Agreement or the right of the Parent to rely
thereon.

     (c) Investment Experience.  The Parent understands that the Shares have not
been, and prior to an appropriate  registration  statement's  becoming effective
will not be,  registered  under the  Securities  Act of 1933,  as  amended  (the
"Securities  Act"),  by reason of a  specific  exemption  from the  registration
provisions of the  Securities  Act which depends upon,  among other things,  the
bona fide  nature of the  investment  intent and the  accuracy  of the  Parent's
representations as expressed herein. The Parent  acknowledges that it is able to
fend for  itself,  can bear the  economic  risk of its  investment  and has such
knowledge and experience in financial and business matters that it is capable of
evaluating the merits and risks of the investment in the Shares.

     (d) Legends.  The Parent understands that the Shares may bear one or all of
the following legends:

     (i) "these  securities have not been registered under the securities act of
1933.  they may not be sold,  offered for sale,  pledged or  hypothecated in the
absence of a  registration  statement in effect with  respect to the  securities
under such act or an opinion of counsel  REASONABLY  satisfactory to the company
that such registration is not required."

     (ii).  Any legend  required by the Blue Sky laws of any state to the extent
such  laws are  applicable  to the  shares  represented  by the  certificate  so
legended.

     A  certificate  shall not bear such  legends  if in the  opinion of counsel
reasonably  satisfactory to Assurance the securities  represented thereby may be
publicly sold without  registration  under the Securities Act and any applicable
state securities laws.

     (e)  Restricted  Securities.  The  Parent  understands  that the Shares are
characterized  as  "restricted  securities"  under the federal  securities  laws
inasmuch  as they  are  being  acquired  from  Assurance  in a  transaction  not
involving a public offering and that under such laws and applicable  regulations
such Shares may be resold without  registration under the Securities Act only in
certain limited  circumstances.  The Parent acknowledges that the Shares must be
held indefinitely unless subsequently  registered under the Securities Act or an
exemption from such registration is available.

     (f) Accredited Investor. The Parent is an accredited investor as defined in
Rule 501(a) of Regulation D promulgated under the Securities Act.

                                    Article 6

                   Representations and Warranties of Assurance

     Assurance hereby represents and warrants to the Parent as follows:

     6.1.  Organization  and Standing of  Assurance.  Assurance is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
State of Delaware.  Assurance has all required  corporate power and authority to
enter into this  Agreement,  to perform all of its  agreements  and  obligations
hereunder in accordance  with its terms and to acquire the Acquired  Assets from
the Parent.

     6.2.  Corporate  Approval;  Binding  Effect.  Assurance  has  obtained  all
necessary   authorizations  and  approvals  from  its  Board  of  Directors  and
shareholders  required for the execution and delivery of this  Agreement and the
consummation of the transactions  contemplated  hereby.  This Agreement has been
duly executed and delivered by Assurance and  constitutes  the legal,  valid and
binding obligation of Assurance enforceable against Assurance in accordance with
its terms, except as such validity, binding effect or enforcement may be limited
by bankruptcy,  insolvency or similar laws affecting creditors' rights generally
or by equitable principles relating to the availability of remedies.

     6.3.  Non-Contravention.   The  execution,   delivery  and  performance  by
Assurance  of this  Agreement  will  not  result  in any  violation  of or be in
conflict with its  Certificate of  Incorporation  or By-Laws,  or any agreement,
instrument,  judgment,  decree, order, statute, rule or governmental  regulation
applicable  to it, or be in conflict  with or  constitute a default under any of
the foregoing.

     6.4.  Government  Consents,  Etc. Except for filings with the United States
Patent and  Trademark  Office and similar  filings to register  the  transfer of
personal  property,  no consent,  approval or  authorization of or registration,
designation,  declaration  or filing with any  Governmental  Entity,  Federal or
other,  on the part of Assurance is required in connection  with the purchase of
the Acquired Assets pursuant to this Agreement or the  consummation of any other
transaction contemplated hereby.

     6.5. Brokers. No finder, broker, agent or other intermediary has worked for
or on behalf of Assurance in connection  with the negotiation or consummation of
the transactions contemplated hereby.

     6.6. Capital Stock. The authorized  capital stock of Assurance  consists of
(a) 4,780,000 shares of Series A Preferred Stock, $.01 par value,  (b) 8,500,000
shares of Series B Preferred Stock, par value $.01 per share and  (c) 25,000,000
shares of Common Stock, $.01 par value. All of the outstanding shares of capital
stock  of  Assurance  are  duly  authorized,  validly  issued,  fully  paid  and
non-assessable. No class of capital stock of the Buyer is entitled to preemptive
rights.  Except for rights of first refusal set forth in the Co-Sale  Agreement,
no options, warrants or other rights to acquire capital stock from the Buyer are
outstanding.

     6.7. Authorization for Shares.  Assurance has taken all necessary action to
permit  it to issue  the  number of Shares  required  to be issued  pursuant  to
Article 3.  The Shares to be issued pursuant to Article 3 will, when issued,  be
duly  authorized,  validly  issued,  fully paid,  nonassessable  and free of any
Encumbrance  and no stockholder  of Assurance will have any preemptive  right of
subscription  or  purchase  in respect  thereof.  Assuming  the  accuracy of the
Parent's  representations and warranties in Section 5.5 hereof, the Shares will,
when  issued,  be exempt  from  registration  under the  Securities  Act and any
applicable state securities laws.

     6.8. Due Diligence Review.  Assurance acknowledges that it has completed to
its  satisfaction  its own  due  diligence  investigation  with  respect  to the
Acquired  Assets.  Assurance  acknowledges  and  agrees  that,  except  for  the
representations  and  warranties  of the Parent  contained  in Article 5 hereof,
Assurance is acquiring the Acquired Assets on an AS IS/WHERE IS basis. Assurance
further  acknowledges  and agrees  that upon  consummation  of the  transactions
contemplated  hereby,  Assurance will not have any further  recourse against the
Seller with respect to the Acquired Assets except for claims for indemnification
made  pursuant to Article 9 hereof,  claims for  equitable  remedies  and claims
based upon fraud.

     6.9.  Conversion Shares.  Assurance has reserved 5,280,000 shares of Common
Stock for issuance upon conversion of the Shares.  All shares of Common Stock to
be issued upon  conversion  of the Shares have been duly  authorized  and,  upon
issuance  upon  conversion  of the  Shares  in  accordance  with  the  terms  of
Assurance's Certificate of Incorporation,  as amended from time to time, will be
validly  issued  and  fully  paid  and  non-assessable  and  issued  free of any
preemptive rights.

     6.10. Accrued Expenses.  To the best knowledge of Assurance,  except as set
forth on Schedule 6.10(a) hereto,  Parent's employees listed on Schedule 6.10(b)
hereto  (the  "Employees")  have  not  incurred  any  expenses  relating  to the
Transferred Business since January 1, 1999.

                                    Article 7

                 Post Closing Covenants of Assurance and Parent

     7.1. Securities Laws Compliance.  Assurance shall, within 15 days after the
Closing,  file a notice of the sale of the  Shares  to the  Parent  pursuant  to
Section 25102(f) of the California Corporations Code, and shall make any filings
necessary  under  the  securities  or  Blue  Sky  laws of any  other  applicable
jurisdiction.

     7.2. Private  Offering.  Assurance agrees that neither Assurance nor anyone
acting on its behalf will offer any of the Shares or any similar  securities for
issuance  or sale to, or  solicit  any offer to  acquire  any of the same  from,
anyone  or take any  other  action  so as to make the  issuance  and sale of the
Shares subject to the  registration  requirements of Section 5 of the Securities
Act.

     7.3.  Confidentiality  Agreements.  In the event that  after the  Closing a
current  or  former  employee  or vendor  of  Parent  violates  the terms of any
confidentiality or non-disclosure agreement between the Parent and such employee
or vendor with respect to information relating to the Transferred Business, then
at the request and direction of Assurance  the Parent  agrees to use  reasonable
efforts to enforce the provisions of such  agreement.  Assurance shall reimburse
Parent for all reasonable  expenses  incurred by Parent in connection  with such
enforcement.

                                    Article 8

                          Certain Transitional Matters

     8.1. (a)  Employment.  Assurance will offer  employment,  commencing on the
Closing Date,  to the  Employees who are at work at the Closing Date,  including
those Employees on vacation,  absent due to a sick or personal day, family leave
or workers'  compensation  claim  (collectively,  the "Transferred  Employees").
Assurance  will not be required to employ  Employees who at the Closing Date are
on long-term disability. Each Transferred Employee's salary shall be at least as
great as his/her salary  immediately prior to the Closing Date, and the location
of the  offered  employment  shall be within a  twenty-five  mile  radius of the
location where the Employee is employed  immediately  prior to the Closing Date.
Assurance  shall have no obligation to employ any Employee for any specific term
after the Closing Date,  provided that Assurance  agrees that for a period of 60
days after the Closing Date, it will not cause any of the Transferred  Employees
to suffer "employment loss" for purposes of the Worker Adjustment and Retraining
Notification  Act and related  regulations  (the "WARN Act") if such  employment
loss could  create any  liability  for the  Parent,  unless  Assurance  delivers
notices  under the WARN Act in such a manner  and at such  time that the  Parent
bears no liability with respect thereto.

     (b) Benefit  Plans - Generally.  Except as otherwise  set forth on Schedule
8.4  hereto,  the  Transferred  Employees  (and their  eligible  dependents  and
beneficiaries)  shall  cease  to  participate  in any of the  Parent's  employee
benefit plans and programs ("Parent Benefit Plans") effective as of the Closing.
The Parent shall retain exclusive liability and responsibility for providing any
and all benefits due and payable to or in respect of  Transferred  Employees and
related  dependents  and  beneficiaries   under  any  Parent  Benefit  Plans  in
accordance with the terms of such Parent Benefit Plans and applicable law.

     (c) Savings Plan.  The Parent will retain all liability and  responsibility
for the  disposition  of interests  under the Parent's  401(k) Plan (the "401(k)
Plan"), with respect to those Transferred  Employees (or their beneficiaries) of
Parent who, as of the Closing Date,  are  participants  in the 401(k) Plan.  The
Parent  agrees  that it will cause the  accounts  in the 401(k) Plan of all such
participants to be fully vested as of the Closing Date. The active participation
of the  Transferred  Employees  in the 401(k) Plan shall cease as of the Closing
Date.

     8.3. Business Records.  Assurance acknowledges that business records of the
Parent relating to the Parent's operations prior to the Closing will be conveyed
to Assurance as part of the Acquired  Assets,  and that the Parent may from time
to  time  require  access  to such  records,  and  Assurance  agrees  that  upon
reasonable  prior written  notice from the Parent,  it will at any time prior to
the third  anniversary of this Agreement,  during normal business hours,  either
provide  the  Parent  with  access to or, at  Assurance's  option  and  Parent's
expense, copies of such records for such purposes. Assurance agrees that it will
not destroy any such  business  records  during the three year period  after the
Closing  Date and it will not within the two year period  after that destroy any
business  records  prepared  prior to the Closing  without  first  notifying the
Parent  and  affording  it the  opportunity  to remove or copy  them.  Assurance
further acknowledges that certain records relating to the Transferred  Employees
are not being delivered to Assurance as part of the Acquired Assets.  The Parent
acknowledges that Assurance may from time to time require access to or copies of
such records in  connection  with employee  matters,  and the Parent agrees that
upon reasonable  prior written notice from Assurance,  it will at any time prior
to the third anniversary of this Agreement, during normal business hours, either
provide  Assurance  with access to or, at the  Parent's  option and  Assurance's
expense,  copies of such records for such  purposes.  The Parent  further agrees
that it will not destroy any such records during the three year period after the
Closing  Date and it will not within the two year period  after that destroy any
records relating to the Transferred  Employees without first notifying Assurance
and affording it the opportunity to remove or copy them.

     8.4.  General  Transitional  Assistance.  Parent agrees to provide  general
transitional  assistance to Assurance  after the Closing,  including  assistance
with the  matters  set  forth on  Schedule  8.4  hereto.  Any such  transitional
assistance will be at the request of Assurance.  Assurance will reimburse Parent
for any  out-of-pocket  costs and an allocable  portion of wages or salaries and
related  costs of any Parent  employees  providing  this  assistance.  Unless it
otherwise  agrees,  Parent will not be required to provide this assistance after
180 days after Closing.

     8.5. Computer Transition.  Immediately after the Closing,  Assurance agrees
to do all acts  reasonably  requested by Parent to  transition  Assurance off of
Parent's  computer  network.  Parent  agrees to provide the computer  transition
assistance to Assurance set forth on Schedule 8.5 hereto.

                                    Article 9

                                 Indemnification

     9.1.  Indemnity  by the Parent.  The Parent  agrees to  indemnify  and hold
Assurance  harmless  from and with  respect to any and all claims,  liabilities,
losses, damages, costs and expenses, including without limitation the reasonable
fees and disbursements of counsel, net of insurance proceeds (collectively,  the
"Losses"), related to or arising directly or indirectly out of (a) any breach of
any  representation  or warranty made by the Parent in this  Agreement,  (b) any
breach by the Parent of any covenant,  obligation,  or  undertaking  made by the
Parent  in  this  Agreement  or  (c) the  Retained  Liabilities,  including  the
liabilities of the Parent relating to Parent Benefit Plans and retained pursuant
to Section 8.2(b).

     9.2.  Indemnity by  Assurance.  Assurance  agrees to indemnify and hold the
Parent  harmless  from  and with  respect  to any and all  claims,  liabilities,
losses,  damages, costs and expenses,  including without limitation the fees and
disbursements  of  counsel,  net of  insurance  proceeds  (also  referred  to as
"Losses"), related to or arising directly or indirectly out of (a) any breach of
any  representation or warranty made by Assurance in this Agreement,  or (b) any
breach by Assurance of any covenant, obligation or undertaking made by Assurance
in this Agreement  (including without limitation any failure by Assurance to pay
or perform any of the Assumed Obligations).

     9.3. Claims.

     (a) Any party seeking  indemnification  hereunder (the "Indemnified Party")
shall  promptly  notify the party hereto  obligated  to provide  indemnification
hereunder (the "Indemnifying Party") or any action, suit, proceeding,  demand or
breach  (a  "Claim")  with  respect  to  which  the  Indemnified   Party  claims
indemnification  hereunder,  provided that failure of the  Indemnified  Party to
give such notice  shall not relieve the  Indemnifying  Party of its  obligations
under this  Article 9 except to the extent,  it at all,  that such  Indemnifying
Party shall have been prejudiced  thereby.  If such Claim relates to any action,
suit,  proceeding or demand instituted  against the Indemnified Party by a third
party (a "Third Party Claim"),  upon receipt of such notice from the Indemnified
Party the Indemnifying  Party shall be entitled to participate in the defense of
such Third Party Claim,  and if and only if each of the following  conditions is
satisfied,  the  Indemnifying  Party may assume the  defense of such Third Party
Claim, and in the case of such an assumption the  Indemnifying  Party shall have
the authority to negotiate, compromise and settle such Third Party Claim:

     (i) the  Indemnifying  Party  confirms  in  writing  that  it is  obligated
hereunder to indemnify  the  Indemnified  Party with respect to such Third Party
Claim; and

     (ii) the  Indemnified  Party does not give the  Indemnifying  Party written
notice that it has  determined,  in the exercise of its  reasonable  discretion,
that matters of corporate or  management  policy or a conflict of interest  make
separate representation by the Indemnified Party's own counsel advisable.

     The Indemnified  Party shall retain the right to employ its own counsel and
to participate in the defense of any Third Party Claim, the defense of which has
been assumed by the  Indemnifying  Party pursuant  hereto,  but the  Indemnified
Party shall bear and shall be solely  responsible for its own costs and expenses
in connection with such participation.

     (b) In the event of any Claim under  Section 9.1  or 9.2,  the  Indemnified
Party  shall  advise  the  Indemnifying  Party  in  writing  of the  amount  and
circumstances  surrounding  such Claim.  With respect to liquidated  Claims,  if
within thirty (30) days the  Indemnifying  Party has not contested such Claim in
writing, the Indemnifying Party will pay the full amount thereof within ten (10)
days after the expiration of such period.

     9.4.  Limits.  No claim for  indemnification  under  this  Article 9 may be
asserted  for the first time for any breach of any  representation  or  warranty
made by Assurance or Parent in this  Agreement  after the second  anniversary of
the  Closing  Date.  The  aggregate  amount  payable by the Parent or  Assurance
pursuant to this  Article 9 for breaches of  representations  or  warranties  is
$5,240,000.

     9.5. Exclusive Remedy. The Parent and Assurance  acknowledge and agree that
the  indemnification  rights and  remedies  available  to each party  under this
Article 9 shall be the sole and  exclusive  rights and remedies of Assurance and
the Parent with  respect to any Losses  arising out of or relating in any way to
(i) any  breach  of this  Agreement,  (ii) the  acquisition  of the  Transferred
Business  by  Assurance,   or  (iii)  the   consummation  of  the   transactions
contemplated hereby  (collectively,  the "Subject Losses");  provided,  however,
that this Article 9 does not in any way limit any  equitable  remedies or claims
based upon fraud.  Without  limiting the generality of the foregoing,  except as
specifically  authorized  by this  Article 9,  Assurance  and the Parent  hereby
waive,  release and disclaim any claims,  rights or remedies arising in tort, by
statute,  or  otherwise,  with  respect to the  Subject  Losses.  As provided in
Section 10.7,  in no event shall  Assurance or the Parent be entitled to recover
from the other party hereto for punitive  damages,  and for all purposes of this
Agreement, the term "Losses" shall be deemed not to include any such damages.

                                   Article 10

                                     General

     10.1.  Expenses.  Except  as  expressly  set forth in this  Agreement,  all
expenses of the preparation, execution and consummation of this Agreement and of
the transactions contemplated hereby, including, without limitation, attorneys',
accountants and outside advisers' fees and disbursements,  shall be borne by the
party incurring such expenses.

     10.2.  Notices.  All notices,  demands and other  communications  hereunder
shall be in writing or by written telecommunication, and shall be deemed to have
been duly given if delivered  personally or if mailed by certified mail,  return
receipt  requested,  postage prepaid or if sent by overnight  courier or sent by
written telecommunication, as follows:

         If to the Parent:

         UroMed Corporation
         1400 Providence Highway
         Norwood, Massachusetts  02062
                  Attention:        John Simon

         with a copy sent contemporaneously to:

         Bingham Dana LLP
         150 Federal Street
         Boston, Massachusetts 02110
                  Attention:        John Utzschneider, Esq.

         If to Assurance:

         Assurance Medical, Inc.
         103 South Street
         Hopkinton, Massachusetts  01748
                  Attention:        Alan West

         with a copy sent contemporaneously to:

         Hale and Dorr LLP
         60 State Street
         Boston, MA  02110

                  Attention:        Peter B. Tarr, Esq.

     10.3.  Entire  Agreement.   This  Agreement  (including  the  Exhibits  and
Schedules  hereto)  contains the entire  understanding of the parties hereto and
thereto,  supersedes  all prior  agreements and  understandings  relating to the
subject  matter hereof and thereof and shall not be amended  except by a written
instrument  hereafter  signed  by all of the  parties  hereto.  No waiver of any
provision of this  Agreement  shall be effective  unless  evidenced by a written
instrument  signed by the  waiving  party.  Each of the parties  hereto  further
acknowledge  and agree that, in entering into this  Agreement,  they have not in
any way  relied  upon  any oral or  written  agreements,  statements,  promises,
information,  arrangements,   understandings,   representations  or  warranties,
express or implied, not specifically set forth in this Agreement.  EXCEPT AS SET
FORTH IN ARTICLE 5, PARENT MAKES NO  REPRESENTATIONS  OR WARRANTIES,  EXPRESS OR
IMPLIED,  INCLUDING  WITHOUT  LIMITATION  ANY  REPRESENTATION  OR WARRANTY  WITH
RESPECT TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,  WITH RESPECT TO
THE TRANSFER OF THE ACQUIRED ASSETS HEREUNDER OR THE TRANSFERRED BUSINESS.

     10.4. Governing Law. This Agreement shall be governed by, and construed and
enforced in  accordance  with,  the laws of the  Commonwealth  of  Massachusetts
without regard to its conflict of laws rules.

     10.5.  Consent to Jurisdiction.  Each of the parties hereto agrees that any
suit, action or proceeding  instituted against such party under or in connection
with  this  Agreement  shall be  brought  exclusively  in a court  of  competent
jurisdiction of the Commonwealth of  Massachusetts.  By execution  hereof,  each
party hereto  irrevocably  waives any objection to, and any right of immunity on
the grounds of,  improper  venue,  the  convenience  of the forum,  the personal
jurisdiction of such courts or the execution of judgments  resulting  therefrom.
Each party  hereto  hereby  irrevocably  accepts  and  submits to the  exclusive
jurisdiction of such courts in any such action, suit or proceeding.

     10.6. Waiver of Jury Trial.  EACH OF THE PARTIES HERETO HEREBY  IRREVOCABLY
WAIVES  ANY  RIGHTS  THAT  THEY MAY HAVE TO A TRIAL  BY JURY IN  RESPECT  OF ANY
LITIGATION  BASED UPON, OR ARISING OUT OF, THIS  AGREEMENT OR ANY OF THE RELATED
AGREEMENTS OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS OR ACTIONS OF
ANY OF THEM RELATING THERETO.

     10.7. Waiver of Certain Damages.  EACH OF THE PARTIES HERETO TO THE FULLEST
EXTENT  PERMITTED  BY LAW  IRREVOCABLY  WAIVES ANY RIGHTS  THAT THEY MAY HAVE TO
PUNITIVE  DAMAGES IN RESPECT OF ANY  LITIGATION  BASED UPON,  OR ARISING OUT OF,
THIS  AGREEMENT  OR ANY RELATED  AGREEMENT  OR ANY COURSE OF CONDUCT,  COURSE OF
DEALING, STATEMENTS OR ACTIONS OF ANY OF THEM RELATING THERETO.

     10.8.  Sections  and  Section  Headings.   The  headings  of  sections  and
subsections  are for  reference  only and shall not limit or control the meaning
thereof.

     10.9.  Assigns.  This  Agreement  shall be  binding  upon and  inure to the
benefit  of the  parties  hereto  and their  respective  heirs,  successors  and
permitted  assigns.  Neither this  Agreement  nor the  obligations  of any party
hereunder  shall be assignable or  transferable  by such party without the prior
written consent of the other party hereto; provided,  however, that the Acquired
Assets may be  transferred  after the  Closing  Date  without the consent of any
other party hereto. In addition, either party may assign such party's rights and
obligations  hereunder by way of collateral  assignment to any bank or financing
institution  or in connection  with a sale of all or  substantially  all of such
party's assets.

     10.10.  No  Implied  Rights  or  Remedies.  Except as  otherwise  expressly
provided  herein,  nothing  herein  expressed or implied is intended or shall be
construed to confer upon or to give any Person,  except the parties hereto,  any
rights or remedies under or by reason of this Agreement.

     10.11.   Counterparts.   This   Agreement   may  be  executed  in  multiple
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

     10.12. Construction.  The language used in this Agreement will be deemed to
be the language  chosen by the parties to express  their mutual  intent,  and no
rule of strict construction will be applied against any party.

     10.13.  Severability.  The invalidity or unenforceability of any particular
provision  of this  Agreement  shall not affect the other  provisions  hereof or
thereof,  and this  Agreement  shall be  construed  in all  respects  as if such
invalid or unenforceable provision was omitted.

     10.14.  No Other  Obligations.  The parties hereto hereby  acknowledge  and
agree  that  except as  otherwise  expressly  provided  in this  Agreement,  the
Schedules  hereto and the  documents  and  instruments  delivered in  connection
herewith, neither party has any obligation or liability to the other arising out
of the transactions contemplated by this Agreement or otherwise.


     IN WITNESS WHEREOF,  and intending to be legally bound hereby,  the parties
hereto have caused this  Agreement to be duly executed and delivered as a sealed
instrument as of the date and year first above written.

UROMED CORPORATION

By: /s/ John G. Simon
______________________________
Name:  John G. Simon
Title:  President and Chief Executive Officer


ASSURANCE MEDICAL, INC.

By: /s/ Alan West
_______________________________
Name:
Title:  President