UroMed Corporation

                              EMPLOYMENT AGREEMENT

     The parties to this  agreement,  dated as of  December 1, 1999,  are UroMed
Corporation,  a Massachusetts  corporation (the "Employer"),  and John G. Simon,
(the "Employee").

     The Employer  wishes to retain  their  services of the Employee in order to
avail itself of the Employee's  executive and managerial  skills in, among other
things,  strategic  decision-making,  developing  marketing and public relations
approaches,  continuing  and  expanding  existing  and  developing  new lines of
business and raising new debt and equity capital, and the Employee is willing to
provide his services to the Employer on the terms set forth herein;

     The parties accordingly agree as follows:

     1. EMPLOYMENT.  The Employer hereby employs the Employee,  and the Employee
hereby  accepts  employment,  upon  the  terms  and  subject  to the  conditions
hereinafter set forth.

     2. DUTIES.  The Employee  shall be employed as Chairman of the Board of the
Employer.  The Employee shall preside over meetings of the  Employer's  Board of
Directors,  and, subject to the general  direction and control of the Employer's
Board of Directors, meet periodically with the Chief Executive Officer and other
executive officers,  and guide and participate in the process of formulating and
monitoring  the  Employer's  performance  of the  Employer's  annual  budget and
strategic  business plan and undertake such other  activities as the Board shall
reasonably  request  from time to time.  Employee  shall  use his best  efforts,
including the highest  standards of professional  competence and integrity,  and
shall devote such  business  time and effort as may be required by the Employer,
in and to his employment  hereunder;  provided,  however, that Employee may be a
full-time  employee  elsewhere  (subject to the duties of  Employee  pursuant to
Section 5 hereof) during the term of this Agreement if such  employment does not
substantially  interfere with Employee's  abilities to materially  discharge his
obligations under this Agreement.

     3. TERM.  (a)  GENERAL.  The initial  term of  employment  of the  Employee
hereunder  shall commence as of the date hereof (as defined in Section 7 hereof)
and continue until March 31, 2001, and may be extended thereafter for additional
terms only by the written agreement of the Employer and the Employee;  provided,
that  the  employment  of the  Employee  hereunder  may  terminate  prior to the
expiration of such term in accordance  with the provisions of subsections (b) or
(c) below.

     (b) DEATH OR DISABILITY.  Employee's  employment  hereunder shall terminate
upon the death of the Employee  during the term of his employment  hereunder or,
at the option of the Employer  and upon sixty (60) days notice to the  Employee,
in the event of the Employee's disability. The Employee shall be deemed disabled
if  an  independent  medical  doctor  (selected  by  the  Employer's  health  or
disability  insurer)  certifies  that  the  Employee  has for  six  (6)  months,
consecutive or  non-consecutive,  in any twelve-month  period been disabled in a
manner   that   seriously   interferes   with  his   ability  to   perform   his
responsibilities  under  this  agreement,  or if  Employee  refuses to submit to
medical   examination   reasonably   requested  hereunder  for  the  purpose  of
determining whether Employee is disabled for these purposes.

     (c) FOR CAUSE.  Employee employment hereunder shall terminate for "Cause"
effective immediately upon written notice by the Employer to the Employee if the
Employee shall (i) commit an unlawful or criminal act involving moral turpitude,
(ii) fail to perform or adhere to written  directions  delivered to the Employee
by the  Employer's  Board of Directors  (which are not unlawful to perform or to
adhere to), or (iii) commit a material breach of any of the covenants, terms and
provisions  hereof that  continues  uncured for more than thirty (30) days after
receipt by the Employee of written notice from the Employer's Board of Directors
of such breach of failure.

     (d) SEVERANCE  PAY. The Employee shall not be entitled to any severance pay
or other compensation upon termination of his employment hereunder except for:

     (i) any portion of his Base Salary (as  defined  below)  accrued but unpaid
from the last monthly payment date to the date of termination; and
     (ii) expense reimbursements under Section 4(d) hereof for expenses incurred
in the performance of his duties hereunder prior to termination.

     In addition to the foregoing,  at such time as the Employee ceases to be an
employee  of the  Employer  during the term of  employment  set forth in Section
3(a),  for any reason or for no reason,  unless  such event  occurs  because the
Employee's  employment is terminated by the Employer for Cause,  Employer  shall
pay to Employee a  cancellation  payment in a lump sum,  and  without  regard to
mitigation,  in an amount equal to the Base Salary (as defined below) that would
be required to be paid to Employee  with respect to the remainder of the term of
employment described in Section 3(a).

     (e) SURVIVAL OF PROVISIONS.  Notwithstanding  anything  otherwise  provided
herein,  the  provisions  of Sections  3(d) and 5 (and only Sections 3(d) and 5)
shall survive the termination of this agreement and of the Employee's employment
with the Employer.

     4.  COMPENSATION  AND BENEFITS.  In  consideration  for the services of the
Employee  hereunder,  the Employer  shall  compensate the Employee as set out in
this Section 4. The Employee shall have no rights to any compensation  except as
specifically set forth herein.

     (a) BASE SALARY.  The Employer  shall pay the  Employee,  on the  fifteenth
(15th) and last day of each calendar month in arrears, as base salary (the "Base
Salary")  with  respect  to each  calendar  month of the  Employee's  employment
thereunder (prorated to reflect any partial month). The Base Salary will be paid
initially  at an annual  rate of two hundred and  twenty-five  thousand  dollars
($225,000).  Employer  shall  review  and  evaluate  the  Base  Salary  at least
annually, and may increase (but not decrease) the Base Salary, although it makes
no representation that it intends to do so.

     (b) FRINGE BENEFITS;  INSURANCE.  Employee shall be entitled to participate
from time to time in all fringe  benefits  made  available  to senior  executive
personnel of the employer.  Such fringe benefits  shall,  in any event,  include
accident, life disability, dental, and health insurance.

     (c)  REIMBURSEMENT  OF EXPENSES.  The Employer shall reimburse the Employee
for  all  ordinary  and  necessary  expenses  incurred  by the  Employee  in the
performance of his duties hereunder.  The Employee shall comply with such budget
limitations and approval and reporting  requirements with respect to expenses as
the Employer may establish from time to time.

     5. EMPLOYEE  CONDUCT PRIOR TO AND FOLLOWING  TERMINATION  OF EMPLOYMENT AND
DIRECTORSHIP

     (a)  CONFIDENTIALITY.  The Employee  recognizes and  acknowledges  that the
Proprietary  Information (as defined below) is a valuable,  special,  and unique
asset of the Employer and its  affiliates.  The  Employee  shall not,  during or
after his term of  employment  or the  period in which he is a  director  of the
Employer,  disclose  any of the  Proprietary  Information  to any person,  firm,
corporation,  association,  or any  other  entity  for  any  reason  or  purpose
whatsoever,  directly or indirectly,  except as may be required  pursuant to his
employment  hereunder,  until  the  earlier  of (i)  two  (2)  years  after  the
Termination  Date (as  defined  below)  or (ii)  such  time as such  Proprietary
Information becomes publicly available other than as a consequence of the breach
by the  Employee  of his  confidentially  obligations  hereunder.  For  purposes
hereof, the "Termination Date" is the date of the later to occur of the Employee
ceasing to be an employee of the  Employer or Employee  ceasing to be a director
of the Employer.

     (b)  NON-COMPETITION  AGREEMENT.  Until one (1) years after the Termination
Date,  the Employee will not (i) engage  directly or  indirectly  (alone or as a
shareholder,  partner, officer,  director,  employee, or consultant of or to any
other  business  organization)  in any business  activities  which relate to the
research,  development,  manufacture,  or  marketing of products  that  directly
compete with products actively being  researched,  developed,  manufactured,  or
marketed by the Employer (or as to which the  Employer has  formulated  specific
written research or development plans that have been reviewed by or submitted to
the  Employer's  Board  of  Directors)  as of the  time  of  termination  of the
Employee's  employment  (the  "Employer's  Industry")  or (ii) divert or seek to
divert to any competitor of the Employer in the Employer's Industry any customer
of the Employer.  Until two (2) years after the  Termination  Date, the Employee
will not solicit or encourage  any officer,  employee or consultant of or to the
Employer to leave its employ.  The parties hereto acknowledge and agree that the
Employee's non-competition  obligations hereunder will not preclude the Employee
from owning less than five percent  (5%) of the common stock of any  corporation
having  business  activities  in the  Employer's  Industry.  The  Employee  will
continue  to be  bound  by the  provisions  of this  Section  5(b)  until  their
expiration and shall not be entitled to any compensation  from the Employer with
respect  thereto.  If at any time the  provisions  of this Section 5(b) shall be
determined  to be  invalid  or  unenforceable,  by  reason  of  being  vague  or
unreasonable as to area, duration or scope of activity,  this Section 5(b) shall
be  considered  divisible and shall become and be  immediately  amended to apply
only to such area,  duration and scope of activity as shall be  determined to be
reasonable and enforceable by the court or other body having  jurisdiction  over
the matter;  and the Employee  agrees that this Section 5(b) as so amended shall
be valid and binding as though any invalid or  unenforceable  provision  had not
been included herein.

     (c)  ASSIGNMENT OF RIGHT TO PROPRIETARY  INFORMATION  AND  INVENTIONS.  The
Employee  recognizes that the Employee now possesses and will possess during his
employment by and  directorship of the Employer  information that has commercial
value  in  the  Employer's  business   ("Proprietary   Information"),   such  as
information  regarding  customers,   pricing  policies,  methods  of  operation,
proprietary equipment and other hardware,  software,  sales, products,  profits,
costs, markets, and key personnel,  and including without limitation information
and inventions  created directly or indirectly by the Employee in performing his
services  hereunder,  or made known to the Employee during the term hereof.  The
Employee acknowledges that such Proprietary  Information shall include,  without
limitation,  inventions,  product  improvements,  financial, technical or sales
strategies, forecasts, product ideas, formulas, processes,  copyrightable and/or
patentable materials and/or concepts,  schematics,  techniques,  market research
and/or  customer  lists  which the  Employee  may  create or be exposed to while
employed hereunder.  Notwithstanding the foregoing,  the Proprietary Information
shall not include any information not relevant to the Employer's  Industry.  The
Employee  expressly  agrees that all Proprietary  information and rights thereto
shall be and remain the sole and  exclusive  property of the  Employer,  and the
Employee hereby without further consideration,  unconditionally, exclusively and
irrevocable  assigns to the Employer,  royalty free, all of his right, title and
interest in and to such Proprietary Information.  Notwithstanding the foregoing,
the Employee  shall execute and deliver such  confirmatory  instruments  of this
assignment  as  the  Employer  may  request   including,   without   limitation,
applications for patent and/or copyright registration. The Employee agrees that
the foregoing  assignments  are a material term of his  employment  relationship
with the Employer  and that his Base Salary  includes  sufficient  consideration
therefor.

     (d) RETURN OF  MATERIALS.  The  Employee  agrees that upon the  Termination
Date, however the termination's of his employment and directorship may occur and
whether or not during the term of this  agreement,  the Employee  will  promptly
return to the Employer all files,  notes,  lists,  rolodex cards,  credit cards,
computer  disks,  recordings,   print-outs,   and  drawings  (including  without
limitation, any materials reflecting or containing Proprietary Information) that
are under the control or in the  possession  of the  Employee and that relate to
the operation and business of the Employer, and the like. The Employee shall not
be  entitled to retain any  duplicates  or  summaries  of or notes on any of the
foregoing to the extent such materials  represent,  embody, or otherwise set out
or include Proprietary Information;  otherwise the Employee shall be entitled to
retain for his files such duplicates, summaries, or notes.

     6. GENERAL.  (a) NOTICES.  All notices 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  nationally  recognized
reputable   overnight   courier   (e.g.,   Federal   Express),   or  by  written
telecommunication  confirmed  by  or of  the  other  methods  of  giving  notice
hereunder,  to the relevant address forth below, or to such other address as the
recipient  of such notice or  communication  shall have  specified  to the other
party hereto in accordance with this 6(a).

     If to the Employee, to:

     John G. Simon, c/o UroMed Corporation 1400 Providence Highway, Bldg 2
                    Norwood, MA 02062

     If to the Employee, to:

     UroMed Corporation 1400 Providence Highway, Bldg. 2 Norwood, MA 02062

     (b) EQUITABLE REMEDIES.  Each of the parties hereto acknowledges and agrees
that upon any breach by the Employee of his obligations  under Section 5 hereof,
the  Employer  will have o  adequate  remedy  at law,  and  accordingly  will be
entitled to specific performance and other appropriate  injunctive and equitable
relief, in addition to any other remedies that it may have.

     (c) SEVERABILITY. IF any provision of this agreement is or becomes invalid,
illegal or  unenforceable  in any respect under any law, the validity,  legality
and  enforceability  of the remaining  provisions hereof shall not in any way be
affected or impaired.

     (d) ENTIRE  AGREEMENT,  AMENDMENT,  WAIVERS.  This  agreement  contains the
entire  understanding  of the  parties,  supersedes  all  prior  agreements  and
understandings  relating to the subject  matter  hereof and shall not be amended
except by a written  instrument  hereafter signed by each of the parties hereto.
No delay or omission by either party hereto in  exercising  any right,  power or
privilege  hereunder shall impair such right, power or privilege,  nor shall any
single or partial  exercise of any such right,  power or privilege  preclude any
further  exercise  thereof  for  the  exercise  of any  other  right,  power  or
privilege.

     (e) ASSIGNS.  This agreement shall be binding upon and inure to the benefit
of the heirs and successors of each of the parties hereto.

     (f) GOVERNING  LAW.  This  agreement  and the  performance  hereof shall be
construed  and  governed  in  accordance  with  the law of the  Commonwealth  of
Massachusetts.

     (g) 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.

     7.  EFFECTIVE  DATE.  The  provisions  of this  agreement  shall not become
effective until the date on which this agreement is executed.


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

     UroMed Corporation

     By:

     /s/ Richard A. Sandberg
     _______________________

Title:  Chairman  of the  Compensation  Committee,
hereunto duly authorized, acting in such capacity, and not individually



     EMPLOYEE

     /s/ John G. Simon
     _________________