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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-K
                   Annual report pursuant to Section 13 of the
                         Securities Exchange Act of 1934
                  For the fiscal year ended December 31, 2001

                        Commission file number: 000-23266

                               UroMed Corporation
             (Exact name of registrant as specified in its charter)

          Massachusetts                              04-3104185
      (State or other jurisdiction of              (I.R.S. Employer
       incorporation or organization)             Identification No.)

              1400 Providence Highway, Norwood, Massachusetts 02062
                    (Address of principal executive offices)

                                 (781) 762-2080
              (Registrant's telephone number, including area code)

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:
                           Common Stock, no par value
             [including the related Preferred Stock Purchase Rights]
                                (Title of Class)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                    Yes       X                       No    -

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-X is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ( )

     As of March 6, 2002, the aggregate market value of the registrant's common
stock, no par value ("Common Stock"), held by non-affiliates of the registrant
was $1,949,825 based on 5,269,798 shares held by such non-affiliates at the
closing price of a share of Common Stock of $0.37 as reported on the
Over-the-Counter Bulletin Board on such date. Affiliates of the Company, defined
as officers, directors and owners of 10 percent or more of the outstanding
shares of Common Stock, owned 1,984,584 shares of the 7,254,382 shares of Common
Stock outstanding on such date. On March 6, 2002, the registrant had outstanding
a total of 7,254,382 shares of Common Stock.

                  DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the registrant's definitive Proxy Statement for its Special
Meeting of Stockholders to be held on June 27, 2002 to be filed with the
Securities and Exchange Commission on or prior to April 30, 2002 (the "2002
Proxy Statement"), are incorporated by reference into Part III of this Annual
Report on Form 10-K. With the exception of the portions of the 2002 Proxy
Statement expressly incorporated into this Annual Report on Form 10-K by
reference, such document shall not be deemed filed as part of this Annual Report
on Form 10-K.

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                UROMED CORPORATION (d/b/a ALLIANT Medical Technologies)
                           ANNUAL REPORT ON FORM 10-K

Table of Contents

<TABLE>
<CAPTION>

Item                                                               Page
<S>  <C>                                                           <C>
                                     Part I

1    Business                                                        3
2    Properties                                                     17
3    Legal Proceedings                                              18
4    Submission of Matters to a Vote of Security Holders            18

                                     Part II

5    Market For Registrant's Common Stock
      and Related Stockholder Matters                               18
6    Selected Financial Data                                        19
7    Management's Discussion and Analysis of
      Financial Condition and Results of Operations                 21
8    Financial Statements and Supplementary Data                    32
9    Changes in and Disagreements With Accountants on
      Accounting and Financial Disclosure                           54

                                    Part III

10    Directors and Executive Officers of the Registrant            54
11    Executive Compensation                                        55
12    Security Ownership of Certain
       Beneficial Owners and Management                             55
13    Certain Relationships and Related Transactions                55

                                     Part IV

14    Exhibits, Financial Statement Schedules and Reports
       on Form 8-K                                                  56

</TABLE>

     CaverMap(R) Surgical Aid, Symmetra(TM) Iodine-125 seeds, Prowess (R),
Impress(TM) Softpatch, and INTROL(R) Bladder Neck Support Prosthesis are
trademarks and registered trademarks of UroMed Corporation. All other trademarks
and trade names referred to in this report are the property of their respective
owners.

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                                     Part I

Item 1.  Business

General

     UroMed Corporation, which does business under the name ALLIANT Medical
Technologies (hereinafter, the "Company" or "UroMed") is dedicated to the field
of cancer treatment with the goal of improving cancer patient care. As a leader
in the field of treatment planning systems for external beam and brachytherapy
forms of radiation therapy, UroMed combines affordability with many advanced
technological features in order to provide true value to radiation therapy
centers worldwide. UroMed markets a portfolio of products including Symmetra
I-125 radioactive seeds and needles used for interstitial brachytherapy of the
prostate, Prowess Treatment Planning Software including Prowess 3D for external
beam treatment planning, and BrachyPro for 3D brachytherapy treatment planning.
UroMed also has a distribution agreement with NOMOS Corporation for its
Intensity Modulated Radiation Therapy (IMRT) and for other radiation therapy
planning products. The Company also continues to dedicate resources to develop
and or acquire product lines that fit into its strategic platform.

     In May of 1999, the FDA cleared for marketing in the United States the
Symmetra I-125 seed. The Symmetra I-125 seed is a proprietary Iodine-125
permanent seed implant designed to be similar to the market leading prostate
seed implant in dosimetry, outer dimensions and biocompatibility. UroMed's
manufacturing partner in the brachytherapy seed business is Bebig
Isotopentechnik und Umweltdiagnostik GmbH of Berlin, Germany ("Bebig"). Under
UroMed's agreement with Bebig, Bebig developed the implant and UroMed has the
exclusive license rights through September 2006 to market and distribute the
Bebig implant in North America and South America and non-exclusive rights
elsewhere in the world.

     On March 27, 2001, the Company acquired SSGI Prowess Systems ("SSGI").
SSGI, founded in 1987 by Philip Heintz, PhD, and headquartered in Chico,
California, was a privately held company that develops cancer treatment planning
software. SSGI is a leader in the field of treatment planning for brachytherapy,
a rapidly growing treatment modality for prostate cancer. In addition, SSGI
offered external beam therapy treatment planning systems and has installed
worldwide in excess of 500 units. UroMed believes that the SSGI installed
customer and revenue base, combined with the UroMed customer base, presents a
favorable environment on which to build a stronger presence in the field of
radiation oncology.

     UroMed Corporation offers the full line of Prowess Treatment Planning
Systems. Treatment planning is an essential tool used in the optimization of
radiation therapy for both external beam radiation therapy and for brachytherapy
(seeds). These software and hardware systems allow therapists to input patient
images from CT, MRI or Ultrasound and create a model from which to plan therapy.
This plan can be optimized on the treatment planning system so the radiation
dosage may be maximized to the tumor and minimized to surrounding tissues and
organs.

     The full line of software products run on a Windows NT software platform,
allowing the systems to provide radiation oncology sites with advanced expansion
capabilities through unmatched planning system flexibility and low cost
additional workstation licenses. UroMed seeks to capitalize on the external beam
therapy market worldwide by solidifying key distribution partnerships.

Markets

A.  Treatment Planning Systems & Service Market

     Treatment Planning Systems (TPS) refer to sophisticated computerized
 software and hardware that helps radiation oncologists and physicists to
optimize the delivery of radiation dosage to cancer patients. The radiation
dosage may be in the form of external beam radiation from linear accelerators,
cobalt-60 machines, and Gamma Knife systems. The radiation dose may also come in
the form of brachytherapy permanent and temporary implanted radiation sources.
Treatment planning systems acquire cancer patient data from imaging sources such
as MRI, CT and Ultrasound and allow medical practitioners to create computerized
models. The "prescription" from the treatment-planning model, once optimized, is
used to best describe the radiation dose. These models are used to test, and
optimize the treatment plan before it is executed in an effort to maximize
radiation dosage to cancerous tissue while minimizing dosage to surrounding
tissue and sensitive organs.

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     The treatment planning system market is expected to grow at a 6.4%
compounded annual growth from $124 million in 2000 to $172 million in 2005. This
growth is mostly generated by centers moving from 2D to 3D functionality and
from 3D to IMRT solutions.

     Higher levels of reimbursement are a driving force for this growth, moving
therapy centers to increased sophistication in radiation delivery planning.
Although reimbursement is healthy for IMRT, significant investment in linear
accelerators and associated equipment, changeover costs, and training factors
will spread the growth over several years to come.

     Service contracts for TPS refer to warranty and customer service fees for
the software and hardware and can be an important part of maintaining
enhancements, upgrades and user support for the software.

B. Brachytherapy for Prostate Cancer Market

     Prostate cancer is the most frequently diagnosed cancer in American males.
The wide-spread adoption of prostate-specific antigen ("PSA") testing is largely
responsible for an increase in the age-adjusted incidence of prostate cancer
over the past decade.

     The American Cancer Society estimates that there were 180,400 new cases in
the U.S. during 2000. Prostate cancer can be fatal if not treated early and
comprehensively. In 2000, an estimated 31,900 Americans died from the disease,
the second leading cause of cancer death in men.

Brachytherapy

     Brachytherapy refers to the delivery of radiation dose through a sealed
source of radioactive material, such as iodine-125 or palladium, encased in a
small titanium capsule about the size of a rice grain. These radiation sources
are placed in close proximity to the tumor volume and usually delivered
percutaneously through needles. The radiation source can be placed at high
energy levels temporarily, or more often at relatively lower energy levels
permanently. Brachytherapy is most commonly used for prostate cancers (90% of
the time), but also for gynecological, breast, head and neck and occasionally
for pelvic and lung cancers.

     The permanent brachytherapy implant procedure has been growing
significantly. The procedure provides patients with a minimally invasive
alternative to surgical removal of the prostate or EBRT, both of which may have
higher costs and higher rates of complication, including incontinence and
impotence.

     The Company believes that an estimated 45,000 brachytherapy procedures were
performed in the U.S. in 2001, accounting for 30% of all therapy for localized
(treatable) prostate cancer. We believe that the number of procedures utilizing
this therapy will continue to grow. However, due to declining per unit average
selling prices, the Company expects the overall dollar value of the market to
slightly decline over the next few years.

     Two different isotopes are used in brachytherapy procedures for prostate
cancer, iodine-125 (I-125) and palladium-103 (Pd-103). The two isotopes have
similar characteristics, and there is no clinical evidence that favors one
isotope over the other. I-125 has a slightly higher energy photon, which means
it is slightly more penetrating, depositing its energy over a longer distance.
Palladium has a lower energy, and a shorter half-life, which allows more
radioactivity to be used in each seed with less damage to surrounding tissue.
Many physicians use palladium with cancers that they believe are faster growing.
Market data suggests that the split between iodine and palladium seed use in
2001 for brachytherapy for prostate cancer treatments is roughly 87% iodine and
13% palladium.

     UroMed competes in the prostate cancer iodine-125 brachytherapy seed
market. The Company also provides treatment-planning software for prostate as
well as gynecological brachytherapy.

                                        4

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Cancer Treatment Options

     Decisions about which treatment to pursue are made by the patient and the
physician, based on the localization of the cancer, the age and overall health
of the patient, and the risks and benefits ascribed to each treatment protocol.
When cancer has spread beyond the original tumor volume, the patient is usually
guided toward chemotherapy and radiation therapy.

Options include:

     Surgery: surgical removal of the tumor volume or gland and some of the
surrounding tissue. For prostate cancer, surgical removal may result in
impotence and/or urinary incontinence.

     External Beam Radiation Therapy: the use of high-energy x-rays to kill
cancer cells and shrink tumors. Radiation is administered from machines outside
the body. This treatment requires daily visits for a period of 6-8 weeks.

     Brachytherapy Radiation Therapy: an alternative method of radiation
treatment, where sealed sources of various radioisotopes are implanted in the
tumor volume to kill the cancer cells during a one and one-half hour outpatient
procedure. This procedure is discussed in more detail below.

     Watchful Waiting: careful observation without further immediate treatment.
This is considered an appropriate option for some slow growing cancers,  such as
that of the prostate.

     Hormone Therapy: manipulating hormone levels to inhibit cell growth. To
cause cancer cells to shrink, patients may be given LHRH-agonists, which
decrease the amount of testosterone in the body, which block the activity of
testosterone. These drugs are often used to shrink the size of the prostate
gland in preparation for additional therapies, such as brachytherapy or surgery.

     Other treatment options include other experimental procedures. Many
patients receive multiple forms of therapy, for example brachytherapy for the
prostate followed by radiation therapy.

     Each of these options has advantages and disadvantages. In recent years,
patient demand has fueled very high growth in rates of prostate brachytherapy,
even though the total number of new prostate cancer cases has decreased.

Products

A. Prowess Treatment Planning Systems

     Treatment Planning Systems (TPS) refer to sophisticated computerized
software and hardware that helps radiation oncologists and physicists to
optimize the delivery of radiation dosage to cancer patients. The radiation
dosage may be in the form of external beam radiation from linear accelerators,
cobalt-60 machines, or Gamma Knife systems. The radiation dose may also come in
the form of brachytherapy permanent and temporary implanted radiation sources.
Treatment planning systems acquire cancer patient data from imaging sources such
as ultrasound, MRI, CT, and PET and allow medical practitioners to create
computerized models. The "prescription" from the treatment planning system, once
optimized, is used to best deliver the radiation dose. These models are used to
test and optimize the treatment plan before it is executed in an effort to
maximize radiation dosage to cancerous tissue while minimizing dosage to
surrounding tissue and sensitive organs.

     Prowess 3D is a treatment planning system used for creating 3D treatment
plans for external beam radiation and includes BrachyPro.

     A full Prowess 3D solution, with 3 computer nodes for example, is list
priced at $235,900 for software, IBM hardware, printers, installation, data
conversion, training, and first year of service. Additional years of service for
this example would cost a center $14,000 annually.

     BrachyPro is a full 3D treatment planning solution for prostate
brachytherapy. As of version 3.1, it may also be used for conventional
brachytherapy (gynecological). Internationally it may also be used for high dose
rate brachytherapy.

     A full Prowess BrachyPro solution with a portable laptop station and an
additional workstation is list priced at $70,100 for software, IBM hardware,
printers, installation, data conversion, training, and first year of service.

                                        5

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B.  Symmetra I-125 Seeds

     The UroMed seed ("Symmetra") is a proprietary I-125 permanent radioactive
seed implant. The Symmetra I-125 seed was designed to meet or exceed established
radioactive standards for sealed radioactive sources.

     The United States Food and Drug Administration ("FDA") cleared the Symmetra
I-125 seed for marketing in the United States in May 1999. The Company began
commercial selling efforts for this product during the third quarter of 1999.

     In March 1998, UroMed entered into agreements with Bebig and Isotope
Products Laboratories Inc. of Burbank, California ("IPL"), a subsidiary of
Bebig, as a means of entering into the brachytherapy business. Under the terms
and conditions of the Company's agreement with Bebig, Bebig developed a
brachytherapy implant for which UroMed has an exclusive license to market and
distribute in North America and South America (and non-exclusive rights
elsewhere in the world) for a period through September 2006. The Company's
agreement with IPL requires IPL to distribute the Symmetra I-125 seeds in the
United States for the term of the production agreement between the Company and
Bebig.

     The Company has the capability to ship product directly to customers from
the facilities at Bebig and IPL. The Company and Bebig have the ability to
warehouse product both at the Bebig and the IPL facilities.

C. UroMed Prostate Seeding Needles

     The Company offers introducer needles for brachytherapy use. These needles
were commercially available beginning in the fourth quarter of 1998. There are
two types of implant needles used for a brachytherapy treatment for prostate
cancer that the Company offers. The first is a pre-loaded needle, where the
practitioner pre-loads the needles with the correct number of seeds according to
the treatment plan. The second type of needles, called "Mick" needles, involves
use of a Mick seed implant device, a registered trademark of Mick Nuclear, Inc.

     The Company also offers Symmetra I-125 brachytherapy seeds preloaded into
needles as an additional service to its seed customers. This service may reduce
the time and potential for radiation exposure to radiation practitioners during
prostate seed implantation.

D.  CaverMap Surgical Aid

     CaverMap Surgical Aid was cleared by the FDA for marketing in the United
States in November 1997 for the use in prostate cancer surgery. The Company
began commercial selling efforts for this product during the second quarter of
1998. The FDA cleared the CaverMap Surgical Aid for marketing for colorectal
cancer surgery in men in February 2000.

     The CaverMap Surgical Aid is the first tool of its kind, developed to
address the surgical needs of the physician during the "nerve location and
sparing" segment of the radical prostatectomy. Advances in nerve stimulation
techniques coupled with real-time feedback tumescence monitoring developed by
UroMed can assist the physician in the identification, mapping and preservation
of the neurovascular bundles during nerve sparing radical prostatectomies
("NSRP"). The system consists of a control unit, reusable probe handle,
disposable probe tip, disposable tumescence sensor and related patient and
ground leads. The physician uses the CaverMap Surgical Aid intraoperatively to
stimulate the cavernosal nerves and measure minute changes in tumescence of the
penis. The physician uses the device to map the course of the nerves and then
uses this information to aid his dissection plan. If the physician can perform
the dissection without damage to the cavernosal nerves, we believe that
post-operative potency rates will improve.

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     Radical prostatectomy is considered to be the preferred treatment for
patients with localized prostate cancer, and it offers patients the greatest
chance for long-term survival. Excellent cure rates have been obtained with
radical prostatectomy in patients with localized tumors. However, many patients
refuse the radical prostatectomy surgical option because of fears of potential
complications, including erectile dysfunction and urinary incontinence.

     The most common cause for erectile dysfunction after radical prostatectomy
is intra-operative injury to the neurovascular bundles and nerve branches. These
nerve structures are susceptible to injury at several points during the surgical
procedure when they are pulled, stretched, transected or possibly excised.
CaverMap is used to help reduce the injury to these nerves.

E.   Distributed Products

     UroMed has distributor relationships with various companies who's products
are complementary to our offerings;

     NOMOS. UroMed is an authorized distributor of the full line of NOMOS IMRT
products. NOMOS was the first to market and is currently the market leader for
IMRT planning and delivery. Their Peacock system is composed of MIMIC and Corvus
components. MIMIC is Nomos' Multileaf Collimators while Corvus is their inverse
planning software for IMRT. MIMIC is a modular approach to IMRT and can be
attached to any Linear Accelorator (LINAC) and is an alternative to therapy
centers buying more expensive new LINACs that are MLC capable. NOMOS has also
developed a Monte Carlo simulation dose distribution algorithm that is advanced
and considered the best in the industry. NOMOS also offers an ultrasound
isocentric positioning system, called BAT, used for external beam prostate
cancer treatment.

     HEK. UroMed is the sole distributor for the full line of HEK Autimo 2D,
2.5D and 3D block cutters in the U.S. The 2D automatic cutting system creates
precise Styrofoam molds that create blocks for irregular shaped tumor fields.
These blocks help to shape the external beam to conform to the size of the tumor
volume. The Autimo 2.5D is a fully automated milling machine for compensators
and beam intensity modulators for radiation therapy. The 3D is a computer-
controlled system for the fabrication of shielding blocks, compensating filters
and beam intensity modulators in external beam radiation. These machines
interface with treatment planning systems in order to help optimize therapy
planning and delivery.

     Tayman Medical. UroMed is a distributor of the Accuseed Stepper by Tayman
Medical. The Stepper is a universal stepping and stabilizing system for prostate
brachytherapy. There is a unique interface module for the Prowess BrachyPro
software for the Tayman Stepper that allows for transfer of information and
instructions.

     IBM Hardware. All Prowess software is optimized to run on approved IBM and
laptop hardware.

Competition and Market Dynamics

Treatment Planning System Market Dynamics

     As of 2001, a high percentage of the 1,800 radiation oncology sites in the
United States indicate that they have a treatment planning system installed. An
estimated 2,280 systems are installed in these sites, or roughly 1.4 systems per
site. The rate of TPS installations is expected to continue to grow steadily in
the next several years. The average cost of advanced treatment planning systems
varies from $100,000 to $500,000, depending on functionality, the number of
nodes and the software vendor.

Brachytherapy Market Dynamics

     The largest changes in the brachytherapy for prostate cancer marketplace in
the last few years has been the new product offerings in both iodine and
palladium seeds. The Company believes that new products will continue to drive
unit growth in the market in 2002.

     At the end of 2001, there were over 10 companies supplying brachytherapy
seeds for prostate cancer treatment in the United States, including UroMed.

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Mission & Vision

     UroMed's mission is to deliver stakeholder value by providing highly
effective and efficient cancer treatment options that will improve both the
longevity and quality of life for cancer patients around the world. Our
organization's foundation is built on a solid technology base along with the
integrity, commitment and respect of experienced team members.

     We are focused on developing a deep understanding of our markets, listening
closely to customers and establishing key strategic alliances that will lead to
the development and distribution of products and services that are consistent
with our core strategy and will ultimately deliver a return to our investors.

     As always, the Company plans to continue to dedicate resources to develop
and/or acquire products that fit into its strategic platform. On July 19, 2001,
UroMed Corporation announced that it would change its name to "ALLIANT Medical
Technologies", and, until it receives formal stockholder approval, it would do
business under that name.

     In the long term, the Company intends to leverage its customer
relationships and its core technologies to expand into other areas within
radiation therapy. If such expansion requires distribution outside of the
urology/radiation oncology markets, UroMed intends to gain such distribution
through corporate partnerships and strategic alliances or through acquisition.

Sales Strategy and Organization

     The sales organization currently consists of seven sales representatives
reporting to the Executive Vice President. The sales representatives are
currently responsible for selling the Prowess line of Treatment Planning
Systems, the Symmetra I-125 seeds, the UroMed Prostate Seeding Needles, and
other related distributed products. The efforts in selling all products are
supported by an aggressive effort on the part of the product managers and
members of the senior management team.

Research and Development/Business Development

     The Company has developed a three-pronged approach to research and
development and business development. Strategically, the Company is focusing on
(1) Sustaining research and development, which includes a focus on supporting,
the Symmetra I-125 seeds and treatment planning systems from a technical
perspective, (2) Development of an enhanced algorithm for use with treatment
planning systems; and (3) Opportunistic product and service licensing or
acquisition opportunities which leverage our growing customer relationships. The
Company believes that this 3-pronged approach to expanding the UroMed portfolio
should position the Company for growth.

Manufacturing Strategy

     All development of software and assembly of treatment planning hardware are
completed at UroMed's facility in Chico, California.

     All orders for products are taken through the Company's customer service
organization and finished products are shipped to and installed directly at
medical institutions. Customer service representatives, technical assistance
representatives, software engineers and medical physicists are available during
our Chico, California office's, normal business hours and are on call after
business hours. All customer training is conducted at the Norwood, Massachusetts
training facility or on site at radiation therapy centers.

      The Symmetra I-125 seeds are produced at Bebig's facility in Berlin,
Germany. Bebig designed and built an automated brachytherapy seed manufacturing
line for production capacity at a rate of 200,000 units per single shift, based
on its proprietary technology.

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Discontinued Medical Office-Based Products

     The Company had developed and had acquired office-based products and
technology in the market for continence care. The Company capitalized on these
products and technologies via strategic alliances with larger, more established
companies. On July 21, 1999, the Company entered into an agreement to sell
global rights to its Impress Softpatch technology and assets to Procter &
Gamble. Under the agreement, the Company received $3.3 million in cash at
closing and was scheduled to receive an additional $150,000 in cash payments
each year for a four-year period commencing on July 21, 2000. Two of these four
payments were received, one in 2000 and one in 2001. In addition and under
certain conditions, the Company may receive additional cash consideration in the
future in the form of royalty and other payments. The Company recorded a gain of
$0.7 million as a result of this transaction in 1999. The FDA cleared the
Impress Softpatch for marketing in the United States in May 1996 . The Impress
Softpatch is a small, prescription, disposable adhesive patch designed to be
placed externally against the urinary opening to block the leakage of urine in
mild-to-moderate urinary incontinence patients. The Impress Softpatch technology
was acquired from the successor to Advanced Surgical Intervention, Inc. in May
1996.

     During April 1997, the Company acquired the product line, all associated
license rights and all other rights of Johnson & Johnson Medical, Inc. and
certain of its affiliates, to the INTROL Bladder Neck Support Prosthesis
("INTROL"). INTROL, cleared for prescription marketing in the U.S. by the FDA in
May 1995, is a patented intravaginal device designed to elevate the bladder neck
to its normal anatomical position, simulating the effect of bladder neck
suspension surgery. The Company initially serviced the small group of physicians
who had been trained and were involved in limited post-FDA clearance marketing
of INTROL. The Company initiated a broader United States launch of INTROL to
healthcare practitioners in 1997. In July 1998, the Company announced the
signing of an agreement with Johnson & Johnson Medical K.K. ("JJMKK "), a
subsidiary of Johnson & Johnson, giving JJMKK the exclusive right to distribute
the Company's INTROL in Japan. In July 2000, the Company entered a termination
agreement for the INTROL distribution rights in Japan with JJMKK, which resulted
in JJMKK making a cash payment of $400,000 to the Company.

     The Company continues to seek to divest its CaverMap Surgical Aid
technology, a surgical device used to assist surgeons identify sensitive nerves
responsible for erectile function for both prostate and colorectal surgeries.
The Company received regulatory clearance by the FDA in November 1997 to market
the CaverMap Surgical Aid in the U.S. The clearance was through a 510(k)
application and the pre-clinical and clinical testing included a variety of
tests. In February 2000, the FDA cleared the CaverMap Surgical Aid for U.S.
Marketing and distribution, through a 510(k) application, for use in colorectal
surgery in men.

Breast Cancer

     In October 1997, the Company unveiled a technology designed to help women
and their doctors detect suspicious lumps - often the early sign of breast
cancer. On April 15, 1999, the Company completed the disposal of this technology
into a new, private company, Assurance Medical, Inc. ("Assurance"). In
conjunction with this disposal, Assurance received $8.0 million in equity
financing from two healthcare venture capital firms and the Company contributed
its breast cancer screening technology to Assurance in exchange for an
approximate one-third equity position in Assurance. As a result of this
transaction, the Company was no longer required to fund the development of this
technology.

     During 2001, Assurance ceased operations, and, during March 2002, the
assets of Assurance were sold to Medical Tactile Inc., a privately held entity.
As a result of these developments, UroMed received a less than twenty percent
equity position in Medical Tactile, Inc. The Company does not consider this
investment to be a marketable security.

                                        9

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Patents and Proprietary Rights

     The Company's success will depend in part on its ability to obtain and
maintain patent protection for its products, to preserve its trade secrets and
to operate without infringing the proprietary rights of third parties. The
Company's strategy regarding the protection of its proprietary rights and
innovations is to seek patents on those portions of its technology that it
believes are patentable and to protect as trade secrets other confidential and
proprietary information.

     The Company believes that its patents, and any additional patents which may
be issued pursuant to these applications and any continuations or
continuations-in-part, may provide the Company with a substantial competitive
advantage. However, there can be no assurance as to the degree of protection
offered by any of these patents or that any patents will be issued with respect
to the Company's pending patent applications.

     Some of the technology used in the Company's products is not covered by any
patent or patent application of the Company. The Company seeks to maintain the
confidentiality of its proprietary technology by requiring employees who work
with proprietary information to sign confidentiality agreements and by limiting
access by parties outside the Company to such confidential information. There
can be no assurance, however, that these measures will prevent the unauthorized
disclosure or use of this information, or that others will not be able to
independently develop such information. Moreover, as is the case with the
Company's patent rights, the enforcement by the Company of its trade secret
rights can be lengthy and costly, with no guarantee of success.

     To date, no claims have been brought against the Company alleging that its
technology or products infringe intellectual property rights of others. However,
there can be no assurance that such claims will not be brought against the
Company in the future or that any such claims will not be successful.

     Bebig has filed a patent for their Iodine-125 seed design, which UroMed
will market as the Symmetra I-125 seed. Under the terms of its agreement with
Bebig, UroMed will have exclusive license rights to market and distribute this
seed in North America and South America through September 2006. UroMed has filed
patents pertaining to the packaging of its Symmetra seed.

Government Regulation

     The CaverMap Surgical Aid, the Symmetra I-125 seeds, as well as certain
products currently under development by the Company, are regulated as medical
devices by the FDA under the Federal Food, Drug and Cosmetic Act (the "FDC Act")
and require regulatory clearance prior to commercialization in the United
States. Under the FDC Act, the FDA regulates clinical testing, manufacturing,
labeling, distribution and promotion of medical and surgical devices in the
United States. Various states and other countries in which the Company's
products may be sold in the future may impose additional regulatory
requirements.

     Following the enactment of the Medical Device Amendments to the FDC Act in
May 1976, the FDA classified medical devices in commercial distribution into one
of three classes: Class I, II or III. This classification is based on the
controls necessary to reasonably ensure the safety and efficacy of medical
devices. Class I devices are those whose safety and efficacy can reasonably be
ensured through general controls, such as adequate labeling, pre-market
notification and adherence to FDA-mandated "Quality System Regulation."
Generally, Class II devices are those whose safety and efficacy can reasonably
be ensured through the use of special controls, such as performance standards,
post-market surveillance, patient registries and FDA guidelines. Class III
devices are devices which must receive pre-market approval by the FDA to ensure
their safety and efficacy, are generally life-sustaining, life supporting or
implantable devices, and also include all new or not substantially equivalent
devices introduced after May 28, 1976.

                                       10

<PAGE>

     If a manufacturer or distributor of medical devices can establish that a
new device is "substantially equivalent" to a legally marketed Class I or Class
II medical device or to a Class III medical device for which the FDA has not
required pre-market approval, the manufacturer or distributor may seek FDA
marketing clearance for the device by filing a 510(k) Remarket Notification
application. The 510(k) Remarket Notification application and the claim of
substantial equivalence may have to be supported by various types of information
indicating that the device is as safe and effective for its intended use as a
legally marketed predicate device and a 510(k) Remarket Notification application
may require the submission of data including clinical data.

     Following submission of the 510(k) Remarket Notification application, the
manufacturer or distributor may not place the device into commercial
distribution until the FDA issues an order. The FDA has no specific time limit
by which it must respond to a 510(k) Remarket Notification application. The FDA
may agree with the manufacturer or distributor that the proposed device is
"substantially equivalent" to another legally marketed device and allow the
proposed device to be marketed in the United States. The FDA may, however,
determine that the proposed device is not substantially equivalent, or may
require further information, such as additional clinical test data, before it is
able to make a determination regarding substantial equivalence. Such
determination or request for additional information could delay the market
introduction of a product.

     If a manufacturer or distributor cannot establish to the FDA's satisfaction
that a new device is substantially equivalent to a legally marketed medical
device, the manufacturer or distributor will have to seek pre-market approval
("PMA") or reclassification of the device. A PMA, which must prove that a device
is safe and effective, must be supported by extensive data, including
pre-clinical and clinical trial data to demonstrate the safety and efficacy of
the device. Upon receipt, the FDA will conduct a preliminary review of the PMA
to determine whether the submission is sufficiently complete to permit a
substantive review.

     If a manufacturer commercializes a medical device, it is required to
register with the FDA and to list all of its devices. In addition, any such
manufacturer will be subject to inspection on a routine basis for compliance
with the FDA's Quality System Regulation. The Company's facility in Norwood,
Massachusetts was registered with the FDA and successfully passed an inspection.
The FDA's regulations also require that such manufacturer manufacture its
products and maintain its documents in a prescribed manner with respect to
manufacturing, testing and quality control activities. Further, such
manufacturer is required to comply with various FDA requirements for labeling
and reporting of adverse reactions and may be required to meet rules governing
product tracking and post-market surveillance.

     UroMed has the CE Mark certification as governed by ISO standards for
distribution of medical devices in European countries.

     UroMed is a supplier of radioactive material, and is governed by the NRC
(Nuclear Regulatory Commission) for our Symmetra I-125 brachytherapy seed
materials.

Employees

     As of December 31, 2001, the Company employed approximately 35 individuals
on a permanent basis, which includes 3 individuals who were terminated in
January 2002 as part of a restructuring that occurred in December 2001.

     None of the Company's employees are covered by collective bargaining
agreements.

                                       11

<PAGE>

            FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS

     Certain statements contained in this Annual Report may be considered
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including
statements regarding (i) the planned progression of the Company's
commercialization strategies for the CaverMap Surgical Aid, the Symmetra I-125
brachytherapy seed and the UroMed Prostate Seeding Needles including the timing
and extent of sales, (ii) the continued marketing activities for the commercial
launch of the Symmetra I-125 brachytherapy seeds, (iii) the Company's planned
uses for its cash and other liquid resources, (iv) the extent of future
revenues, expenses and results of operations and the sufficiency of the
Company's financial resources to meet planned operational costs and other
expenditure needs, and the development of partnerships and/or strategic
alliances for all incontinence and breast care products and related assets and
technology, (v) the risk of the Company's dependence on Bebig to manufacture the
Symmetra I-125 seeds and the Company's dependence on Symmetra's overall
contribution to the Company's operations, (vi) the benefits expected through the
Company's acquisition of SSGI, the continued development and commercialization
of the SSGI product line, and that the Company will be able to successfully
manage the combination of the SSGI and UroMed businesses and (vii) certain other
statements identified or qualified by words such as "likely", "will",
"suggests", "may", "would", "could", "should", "expects", "anticipates",
"estimates", "plans", "projects", "believes", or similar expressions (and
variants of such words or expressions). These forward-looking statements are
based largely on the Company's expectations and are subject to a number of risks
and uncertainties, many of which are beyond the Company's control. Actual
results could differ materially from these forward-looking statements as a
result of certain factors, including those described below:

     - - The benefits expected through the Company's acquisition of SSGI, the
     continued development and commercialization of the SSGI product line, and
     that the Company will be able to successfully manage the combination of the
     SSGI and UroMed businesses.

     - - The uncertainty that the CaverMap Surgical Aid and Symmetra I-125 seeds
     will gain market acceptance among physicians in the United States.

     - - The uncertainty that the Company will be able to develop and maintain
     an effective sales force and implement a successful marketing campaign for
     the CaverMap Surgical Aid and the Symmetra I-125 brachytherapy seed in the
     United States.

     - - The Company's dependence on others, including Bebig, for its products
     and raw materials and other certain components of its products, including
     certain materials available only from single sources.

     - - The uncertainty as to whether the Company will be able to effectively
     manage the cost of the scrap and decayed Symmetra I-125 seeds.

     - - The uncertainty as to whether the Company's distributor of its Symmetra
     I-125 seeds, IPL, will be able to effectively manage this distribution
     process.

     - - The uncertain protection afforded the Company by its patents and/or
     other intellectual property rights relating to the Company's products.

     - - The uncertainty as to whether the Company will be able to market and
     sell its products at prices that permit it to achieve satisfactory margins
     in the production and marketing of its products.

     - - Risks relating to FDA and other governmental oversight of the Company's
     operations, including the possibility that the FDA could impose costly
     additional labeling requirements on, or restrict the marketing of, the
     Company's products, or suspend operations at one or more of the Company's
     facilities.

     - - The  uncertainty of the size of the potential  markets of the Company's
     products.

     - - The Company's liquidity in 2002 and in future years will depend to a
     significant extent on the Company's ability to generate sufficient revenues
     to cover the Company's costs, and its ability to raise additional funds
     through the sale of securities, borrowings or asset sales. The Company can
     not be sure that it will be able to secure additional financing or an
     alternative strategic transaction on acceptable terms or within the time
     required to generate sufficient liquidity for the Company. Additional
     funding may not be available on terms acceptable to the Company or at all.
     If the Company raises additional funds by issuing equity securities further
     dilution to the Company's then existing stockholders may result. In
     addition, the terms of any such financing may adversely affect the rights
     of the Company's stockholders.

                                       12

<PAGE>

                                  RISK FACTORS

     The Company's financial condition and results of operation, as well as the
market price for the Company's outstanding securities, are also likely to be
affected by the following factors:

Risks of Inability to Finance Operations and Not Meeting Debt Service
Obligations

     It is unlikely that the Company will generate sufficient cash flow to pay
the interest and principal on its 6% Convertible Subordinated Notes due October
15, 2003. The outstanding Note principal at December 31, 2001 is $14.4 million,
and the next interest payment of $0.4 million is due April 15, 2002. The Company
expects to incur operating losses over the foreseeable future.

     The Company is continuing its efforts and pursuing options to conserve its
cash and improve its future cash flows. The Company is attempting to raise new
equity capital and has retained an advisor to assist in this effort. The Company
continues its efforts to divest of the CaverMap assets and technology. The
Company is attempting to restructure the terms of the $14.4 million of
Convertible Notes due October 15, 2003 and has retained an advisor to assist in
this effort. The Company is also considering strategic alternatives including a
possible sale, reorganization or liquidation.

     The inability to achieve a successful outcome on any of these options will
likely put the Company in a position to be unable to fund its operations and
debt service obligations in the second quarter of 2002.

SSGI Performance Below Expectations

     On March 27, 2001, the Company acquired SSGI. The Company entered into this
acquisition with SSGI with the expectation that the transaction would result in
certain benefits, including among other things, benefits relating to expanded
and complementary product offerings, enhanced revenues, increased market
opportunity, new technology and the addition of technically-trained personnel.
The revenue growth experienced during 2001 as a result of this acquisition of
SSGI was below the growth expected as of the acquisition date. The Company
cannot provide assurance that in the years subsequent to 2001, the Company's
business will achieve the anticipated revenues, specific net income or loss
levels, efficiencies or synergies. Additionally, as result of the SSGI
acquisition, the Company has a promissory note payable to a former SSGI
shareholder, which has scheduled principal payments of $0.3 million on March 27,
2002 and $0.2 million on March 27, 2003. On March 27, 2002, the Company and the
former SSGI shareholder amended the promissory note agreement to postpone the
date of the principal payment originally scheduled for March 27, 2002 to April
29, 2002.

Risk of Inadequate Funding; Future Capital Funding

     It is unlikely that the Company's existing capital resources and any funds
generated from future operations will be sufficient to finance any required
investment or pay interest on and principal of the Notes or that other sources
of funding will be available.

Limited Operating History; History of Losses; Profitability Uncertain

     The Company has experienced significant operating losses since inception
and, as of December 31, 2001, had an accumulated deficit of $117.2 million. The
Company has never successfully commercialized any of its products. In addition,
the development and commercialization by the Company of its products and other
new products, if any, will require substantial product development expenditures
for the foreseeable future. The Company's future profitability is dependent upon
its ability to successfully commercialize the company's existing products and
the products acquired through its acquisition of SSGI. The Company expects its
operating losses to continue over the foreseeable future and there can be no
assurance that the Company will be profitable in the future. It is unlikely that
the Company's existing capital resources and any funds provided by future
operations will be sufficient to fund the Company's needs, or that other sources
of funding will be available.

Liquidity of Common Stock

     The Company's common stock was delisted from the Nasdaq SmallCap Market
during December 2000, and began being listed on the Over-the-Counter Bulletin
Board ("OTCBB"). There can be no assurance that present and future stockholders
will have the ability to liquidate their common shares in the same manner as if
the Company was listed on the Nasdaq SmallCap Market.

Uncertainty of Market Acceptance for the Company's Products

     The CaverMap Surgical Aid and the Symmetra I-125 seeds will be competing
against existing treatments and competing products in the prostate cancer
market. There can be no assurance of the market acceptance of these products.

Dependence on Bebig for Symmetra I-125 Seed Manufacturing

     The Company expects to derive a substantial portion of its revenues for the
next several years from sales of the Symmetra I-125 seed. The Company presently
has a production agreement in place with Bebig to produce the Symmetra seed for
a period through September 2006. Any interruption in the Symmetra seed
manufacturing process would have a material adverse effect on the Company's
business, financial condition and results of operations.

Dependence on IPL for distribution of the Symmetra I-125 Seed

     We rely on IPL, a subsidiary of Bebig, to distribute the Symmetra I-125
seeds in accordance with order specifications. Any failure of IPL to distribute
the Symmetra I-125 seed correctly could have a material adverse effect on the
Company's business, financial conditions and result of operations.

                                    13

<PAGE>

Dependence on Few Products

     The Company expects to derive a substantial part of its revenues for the
next several years from sales of the Prowess products and the Symmetra I-125
seeds. The Company's failure to commercialize successfully these products would
have a material adverse effect on the Company's business, financial condition
and results of operations. The Company does not expect that commercialization of
other new products will be feasible without a substantial, continuing commitment
to research and development for an extended period of time or acquisitions of
new properties, or both. Also, the development of any new products may require
that such products will be subject to clinical trials and regulatory clearance
or approval before commercialization. There can be no assurance as to whether or
when commercialization of other products might begin or as to the likelihood
that any such initiative would be successful.

Dependence on Others for Products and Raw Materials

     The Symmetra I-125 seed is supplied solely by Bebig and certain of the raw
materials for the manufacture and assembly of the CaverMap Surgical Aid are
available only from single sources and are manufactured by third parties.
Interruptions in supplies of raw materials may occur as a result of business
risks particular to such suppliers or the failure of the Company and any such
supplier to agree on satisfactory terms. Such sources may also decide for
reasons beyond the control of the Company, such as concerns about potential
medical product liability risk in general, to cease supplying such materials or
components for use in medical devices. Significant interruption in the supply of
raw materials currently used by the Company for its products could have a
material adverse effect on the Company's business, financial condition and
results of operations.

Lack of Marketing and Sales Experience

     Although the FDA has cleared the CaverMap Surgical Aid and the Symmetra
I-125 seed for brachytherapy treatments in the United States, the Company has
sold only limited amounts of these products. The Company has developed a direct
marketing and sales group in the United States for its products. However, there
can be no assurance that the Company has built an effective sales force, will be
able to continue to attract and retain a qualified marketing and sales group in
the United States, or can otherwise design and implement an effective marketing
and sales strategy for the CaverMap Surgical Aid and the Symmetra I-125 seeds,
or any future product developed by the Company.

Competition and Technological Advances

     The markets for prostate cancer treatment, particularly brachytherapy, are
highly competitive. The Company's ability to compete in these areas will depend
upon the consistency of product quality and delivery, price, technical
capability and the training of health care professionals and consumers. Other
factors within and outside the Company's control will also affect its ability to
compete, including its product development and innovation capabilities, its
ability to obtain required regulatory clearances, its ability to protect the
proprietary technology included in its products, its manufacturing, marketing
and distribution capabilities and its ability to attract and retain skilled
employees. Certain of the Company's competitors have significantly greater
financial, technical, research, marketing, sales, distribution and other
resources.

                                   14

<PAGE>

Risks Relating to FDA Oversight and Other Government Regulation

     The facilities at which the Company or its key suppliers manufactures its
product are subject to regulation by the FDA and, in many instances, by
comparable agencies in the foreign countries in which these devices are
distributed and sold. The process of obtaining regulatory approvals for the
marketing and sale of any additional products, or the modification of existing
products, by the Company could be costly and time-consuming and there can be no
assurance that such approvals will be granted on a timely basis, if at all. The
regulatory process may delay the marketing of new products for lengthy periods,
impose substantial additional costs and furnish an advantage to competitors who
have greater financial resources. Moreover, regulatory approvals for new or
modified products, if granted, may include significant limitations on the
indicated uses for which a product is marketed. In addition, the extent of
potentially adverse governmental regulations that might arise from future
legislative, administrative or judicial action cannot be determined. Any
material product recall or loss of certification of the Company's manufacturing
facility, would have a material adverse effect on the Company's business,
financial condition and results of operations. The Company is also subject to
regulation under federal, state and local regulations regarding maintenance of a
licensed pharmacy, work place safety, environmental protection and hazardous and
controlled substance controls, among others. The Company cannot predict the
extent of government regulations or impact of new government regulations which
might have an adverse effect on the production and marketing of the Company's
products.

Uncertainty Regarding Patents and Protection of Proprietary Technology

     The Company's ability to compete effectively will depend, in part, on its
ability to develop and maintain proprietary aspects of its technology. There can
be no assurance as to the validity of the United States patents held by the
Company with respect to all of its products, or as to the degree of protection
offered by these patents. There can be no assurance that the Company's patents
will not be challenged, invalidated or circumvented in the future. In addition,
there can be no assurance that competitors, many of which have substantial
resources and have made substantial investments in competing technologies, will
not seek to apply for and obtain patents that will prevent, limit or interfere
with the Company's ability to make, use and sell its products either inside or
outside the United States. The defense and prosecution of patent litigation or
other legal or administrative proceedings related to patents is both costly and
time-consuming, even if the outcome is favorable to the Company. During the
pendency of any such proceedings, the Company may be restrained, enjoined or
otherwise limited in its ability to make, use or sell a product incorporating
the patents or technology that are the subject of such claim, which would have a
material adverse effect on the Company's business, financial condition and
results of operations. An adverse outcome in any such proceeding could subject
the Company to significant liabilities to third parties, require disputed rights
to be licensed from others or require the Company to cease making, using or
selling any products. There can be no assurance that any licenses required under
any patents or proprietary rights would be made available on terms acceptable to
the Company, if at all.

     The Company also relies on unpatented proprietary technology and there can
be no assurance that others may not independently develop the same or similar
technology or otherwise obtain access to the Company's unpatented proprietary
technology. In addition, the Company cannot be certain that others will not
independently develop substantially equivalent or superseding proprietary
technology, or that an equivalent product will not be marketed in competition
with the Company's products, thereby substantially reducing the value of the
Company's proprietary rights. There can be no assurance that any confidentiality
agreements between the Company and its employees or consultants will provide
meaningful protection for the Company's trade secrets, know-how or other
proprietary information in the event of any unauthorized use or disclosure of
such trade secrets, know-how or other proprietary information. Finally, there
can be no assurance that the Company's trademarks chosen and registered will
provide meaningful protection.

                                   15

<PAGE>

Product Liability Risk; Limited Insurance Coverage

     The manufacture and sale of medical products and the conduct of clinical
trials using new technology entail the risk of product liability claims. There
can be no assurance that the Company's existing insurance coverage limits are
adequate to protect the Company from any liabilities which it might incur in
connection with the clinical trials for any of its products or the
commercialization of any of its products. Such insurance is expensive and in the
future may not be available on acceptable terms, if at all. A successful product
liability claim or series of product liability claims brought against the
Company in excess of its insurance coverage would have a material adverse effect
on the Company's business, financial condition and results of operations. In
addition, any claims, even if not ultimately successful, could adversely affect
the market acceptance of the Company's products.

Volatility of Market Prices

     The market price of the common stock and Notes may be highly volatile.
Factors such as quarter-to-quarter variations in the Company's operations or
financial performance and announcements of technological innovations or new
products, results of clinical trials or other regulatory or reimbursement events
by the Company or its competitors or any of its or their regulators could cause
the market price of the common stock or Notes to fluctuate significantly. In
addition, in recent years the stock markets in general, and the market prices
for medical technology companies in particular, have experienced significant
volatility, which often may have been unrelated to the operating performance of
the affected companies. Such volatility may adversely affect the market price of
the Common Stock or Notes. See "Market for Registrant's Common Stock and Related
Stockholder Matters."

Certain Charter and By-Law Provisions May Affect Market Prices

     The Company's Restated Articles of Organization and the Company's Amended
and Restated By-Laws contain provisions that may have the effect of making it
more difficult for a third party to acquire control of, or of discouraging
acquisition bids for, the Company. This could limit the price that certain
investors might be willing to pay in the future for shares of the Company's
common stock.

Certain Massachusetts Laws May Affect Market Prices

     Certain Massachusetts laws contain provisions that may have the effect of
making it more difficult for a third party to acquire control of, or of
discouraging acquisition bids for, the Company. These laws include Chapter 110F
of the Massachusetts General Laws, which prohibits certain "business
combinations" with "interested stockholders," and Chapter 110D, entitled
"Regulation of Control Share Acquisitions." These provisions could limit the
price that certain investors might be willing to pay in the future for shares of
the Company's common stock.

Effect of Issuance of Preferred Stock

     Shares of preferred stock may be issued in the future without further
stockholder approval and upon such terms and conditions, and having such rights,
privileges and preferences, as the Board of Directors may determine. The rights
of the holders of the Company's common stock will be subject to, and may be
adversely affected by, the rights of the holders of any preferred stock that may
be issued in the future. In addition, the issuance of preferred stock could have
the effect of making it more difficult for a third party to acquire control of,
or of discouraging acquisition bids for, the Company. This could limit the price
that certain investors might be willing to pay in the future for shares of the
Company's common stock.

Concentration of Ownership

     As of December 31, 2001, directors and executive officers of the Company
and their affiliates owned approximately 27% of the outstanding common stock
(including options to purchase common stock exercisable within 60 days of such
date). As a result, such persons have the ability to assert significant
influence over the Company and the direction of its affairs and business. See
"Security Ownership of Certain Beneficial Owners and Management."

Absence of Dividends

     The Company has not paid cash dividends and does not anticipate doing so
for the foreseeable future.

                                   16

<PAGE>

Shares Available for Future Sale

     The future sale of shares of the Company's common stock could have an
adverse effect on the market price of the common stock or the Notes. The Company
currently has four effective registration statements on file with the Securities
and Exchange Commission initially covering the resale of up to an aggregate of
4,034,672 shares of Common Stock held by certain current shareholders of the
Company. Of these 4,034,672 shares, 1,236,902 shares are covered by a
registration statement which was declared effective in October 1995 registering
shares of common stock held by approximately 73 holders. These shares,
representing shares of common stock issued upon the conversion of the Company's
previously outstanding convertible preferred stock, were registered at the
request of the holders of such shares. All of these shares may be sold currently
under Rule 144(k) under the Securities Act without regard to volume or other
limitations. An additional 467,005 shares, which were issued to the former
shareholders of Advanced Surgical Intervention, Inc. in connection with the
acquisition of the Impress Softpatch technology in May 1996, are covered by a
registration statement which was declared effective in June 1996. These shares
are held by 273 holders, with the largest number of shares held by any single
holder thereunder being approximately 50,000 shares. The Company believes that
many of the shares covered by these registration statements have been sold in
the open market prior to the date hereof. As of December 31, 2001, we had
reserved 216,729 shares of common stock for issuance upon conversion of our 6%
Convertible Subordinated Notes outstanding under the registration statement that
was declared effective in April 1997. All of the shares covered by these
registration statements are freely tradable in the open market without volume
limitations unless held by one of our affiliates. As consideration of the
Company's acquisition of SSGI in March 2001, the Company issued 2,114,036 shares
of its common stock to SSGI stockholders and other related parties. The common
stock was registered with the SEC for resale in a registration statement which
was declared effective in July 2001 and most of the shares will be subject to
limitations on the number of shares that can be sold in any year. As of December
31, 2001 the Company also had options outstanding to purchase an aggregate of
637,990 shares of Common Stock and had an additional 260,750 shares of common
stock reserved for issuance of options which may be granted and exercised under
the Company's existing employee benefit plans. Any shares of Common Stock issued
upon the exercise of such outstanding options or any options granted in the
future will be, upon issuance, freely tradable on the open market, subject in
some cases to the volume limitations imposed by Rule 144 under the Securities
Act.

Item 2.  Properties

     The Company currently occupies space in two facilities. One facility is in
Norwood, Massachusetts which commenced in 1997, has a five-year term and is for
a 9,000 square foot area which occupies all administrative, marketing and
manufacturing staff. The other facility is in Chico, California, which is a
tenant at will and is for a 6,500 square foot area which occupies all software
development and customer support staff.

     The Company terminated operating leases at two locations during 1999. The
Company terminated the Needham, Massachusetts facility as part of its
restructuring. This was a 40,000 square-foot facility which had a lease set to
expire in 2001. The Company entered into a lease termination agreement effective
March 15, 1999. The second lease terminated during 1999 was for the lease for
the Assurance Medical Inc. staff in Hopkinton, Massachusetts. This lease was
terminated by the Company in conjunction with the April 1999 disposal of the
Assurance Group into a separate corporation.

                                       17

<PAGE>

Item 3.  Legal Proceedings

     The Company is not involved in any material legal proceedings, nor is the
property of the Company the subject of any such proceedings.

Item 4.  Submission of Matters to a Vote of Security Holders.

     During the fourth quarter of the Company's 2001 fiscal year, there were no
matters submitted to a vote of the security holders of the Company.

Part II

Item 5. Market for Registrant's Common Stock and Related Stockholder Matters

     UroMed's common stock is traded on the Over-the-Counter Bulletin Board
under the symbol URMD.OB. As of December 31, 2001 there were 336 registered
holders of the Company's common stock. The Company has not paid dividends on its
common stock since inception and does not anticipate paying any cash dividends
in the foreseeable future. The following table sets forth for the periods
indicated the range of high and closing sales prices of the Company's common
stock as reported by Nasdaq and the Over-the-Counter Bulletin Board.

<TABLE>
<CAPTION>

Year Ended December 31, 2001                           High         Low
- - - --------------------------------------------------------------------------
<S>                                                   <C>         <C>
First Quarter                                         $  4.063    $  1.875
Second Quarter                                           2.700       1.700
Third Quarter                                            2.250       0.830
Fourth Quarter                                           1.010       0.390

Year Ended December 31, 2000                           High         Low
- - - --------------------------------------------------------------------------
First Quarter                                         $ 13.063    $  1.000
Second Quarter                                           4.875       1.781
Third Quarter                                            2.875       1.594
Fourth Quarter                                           2.563       0.531
</TABLE>

                                       18

<PAGE>

Item 6.  Selected Financial Data

                             Selected Financial Data

<TABLE>
<CAPTION>

Year Ended December 31,
                     2001         2000          1999         1998         1997
                  ----------  ------------   ----------  ------------  ---------
<S>               <C>          <C>             <C>          <C>         <C>
(in thousands,
except per share
amounts)

Statement of
Operations Data:

Revenues:
 Product          $  5,176     $ 4,307         $ 2,645      $   837     $   503
 Services              922          --              --           --          --
                  ----------  -------------  ------------ ------------ ---------
Total revenues       6,098       4,307           2,645          837         503

Costs and expenses:
 Cost of product
  revenues           4,291       4,227           2,499        3,413       4,722
 Cost of services
  revenues             170          --              --           --          --
 Research and
  development        1,823       1,476           2,137        5,367      11,692
 Marketing and
  sales              3,545       3,008           2,119        4,098      13,233
 General and
  administrative     1,978       1,555           1,767        4,175       5,514
 Restructuring         293         171           (  80)       1,704          --
Amortization of
  goodwill and other
   intangible assets  1,284          --              --           --          --
                  ----------  ------------   ----------  ------------  ---------
 Total costs
   and expenses     13,384      10,437           8,442       18,757      35,161
                  ----------  ------------   ----------  ------------  ---------
Loss from
operations         ( 7,286)    ( 6,130)         (5,797)     (17,920)    (34,658)

Gain on sale
of assets               --          --             672           --          --

Interest (expense)
 income, net        (  659)    (   146)         (  376)     ( 1,074)         25

Other expense       (  150)         --             --            --          --
                   ----------  ------------   ----------  ------------  --------
Loss before
 extraordinary
 gain on early
 retirement
 of debt           ( 8,095)     (6,276)        (5,501)      (18,994)    (34,633)

Extraordinary
 gain on early
 retirement of
 debt                  --        1,259          3,021        23,273          --
                  ----------  ------------   ----------  ------------  ---------

Net income
   (loss)       $  ( 8,095)  $  (5,017)     $  (2,480)      $ 4,279    $(34,633)
                 ==========  =============  ===========  ============= =========

Basic and
diluted net
income (loss)
per share       $   (1.18)    $    (0.97)   $   (0.48)      $   .81    $  (1.30)
                 ==========  =============  ===========  ============= =========

 Basic and
 diluted
 weighted average
 common shares
 outstanding        6,830          5,173        5,179         5,290       5,316
                 ==========  =============  ===========  ============= =========
</TABLE>



                                       19

<PAGE>

<TABLE>
<CAPTION>
As of December 31,
                                          2001        2000          1999         1998         1997
                                      ----------  ------------   ----------  ------------  ---------
<S>                                   <C>         <C>            <C>         <C>           <C>
Balance Sheet
 Data:
   Cash, cash
    equivalents
    and short-term
    investments                     $   2,912     $  10,233       $ 17,862    $  26,280    $  65,025
   Working capital (deficit)          (12,661)       10,806         18,271       24,290       60,907
   Total assets                        12,926        13,668         21,876       33,606       76,593
   Debt and capital
   lease obligations                   14,865        14,393         17,393       24,756       69,000
   Accumulated
    deficit                          (117,240)     (109,145)      (104,128)    (101,648)    (105,927)
   Total
    stockholders'
    equity (deficit)                   (5,043)       (1,981)         2,991        5,574        1,785
</TABLE>

<TABLE>

                                     FIRST      SECOND      THIRD      FOURTH
                                    QUARTER    QUARTER     QUARTER     QUARTER
                                    -------    -------     -------     -------
                                       (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                 <C>        <C>         <C>         <C>

Year Ended December 31, 2001
Revenues                            $   989    $ 1,519     $ 1,855     $ 1,735
Net loss                             (1,378)    (2,353)     (1,946)     (2,418)
Basic and diluted net loss
  per share                          ( 0.26)    ( 0.32)     ( 0.27)     ( 0.33)

Year Ended December 31, 2000
Revenues                              1,001      1,234       1,258         814
Net loss before extraordinary gain   (1,174)    (1,008)     (1,678)     (2,416)
Extraordinary gain                    1,259         -           -           -
Net income (loss)                        85     (1,008)     (1,678)     (2,416)
Basic and diluted net income
  (loss) per share                      .02     ( 0.19)     ( 0.32)     ( 0.47)


</TABLE>

                                       20

<PAGE>

Item 7.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations

     This Management's Discussion and Analysis should be read in conjunction
with "Forward-Looking Statements and Associated Risks" and "Risk Factors"
contained in Item 1 and the financial statements and the related notes contained
in Item 8 of this Annual Report on Form 10-K.

     The Company, which currently operates under the name ALLIANT Medical
Technologies, is dedicated to providing highly effective and efficient cancer
treatment options that will improve both the longevity and quality of life for
worldwide cancer patients. The Company markets a portfolio of products
including: treatment planning software systems and support for external beam
therapy and brachytherapy, the Symmetra I-125 radioactive seeds used in a
brachytherapy procedure to treat localized prostate cancer, and the CaverMap
Surgical Aid, available to aid physicians in preserving vital nerves during
prostate cancer surgery. The Company also continues to dedicate resources to the
development and/or acquisition of product lines that fit into its strategic
platform.

     Due to likelihood of an event of default under the Convertible Subordinated
Notes during Fiscal 2002, the Company has classified the Notes as a current
liability in its Financial Statements at December 31, 2001.

     It is unlikely that the Company will generate sufficient cash flow to pay
the interest and principal on its 6% Convertible Subordinated Notes due October
15, 2003. The outstanding Note principal at December 31, 2001 is $14.4 million,
and the next interest payment of $0.4 million is due April 15, 2002. The Company
expects to incur operating losses over the foreseeable future.

     The Company is continuing its efforts and pursuing options to conserve its
cash and improve its future cash flows. The Company is attempting to raise new
equity capital and has retained an advisor to assist in this effort. The Company
continues its efforts to divest of the CaverMap assets and technology. The
Company is attempting to restructure the terms of the $14.4 million of
Convertible Notes due October 15, 2003 and has retained an advisor to assist in
this effort. The Company is also considering strategic alternatives including a
possible sale, reorganization or liquidation.

     The inability to achieve a successful outcome on any of these options will
probably put the Company in a position to be unable to fund its operations and
debt service obligations in the second quarter of 2002.

     On March 27, 2001, the Company acquired SSGI Prowess Systems Inc. ("SSGI").
SSGI, founded in 1987 by Philip Heintz, PhD, and headquartered in Chico,
California, was a privately held company that develops cancer treatment planning
software. SSGI is a leader in the field of treatment planning for brachytherapy,
a rapidly growing treatment modality for prostate cancer.

     SSGI offers a network for radiation therapy planning that combines
affordability with many advanced high technological features. By utilizing a
Windows NT software platform, SSGI systems provide radiation oncology sites with
advanced expansion capabilities through unmatched planning system flexibility
and low cost additional workstation licenses. The Company believes SSGI's market
penetration in the field of brachytherapy treatment planning is strong and is an
area in which the combined company plans to expand throughout the world. The
combined company will also capitalize on the external beam therapy market
worldwide by solidifying key distribution partnerships.

     As consideration for the SSGI acquisition, UroMed issued 2,000,000 shares
of its common stock to SSGI stockholders and will provide for $500,000 of
contingent payments to SSGI stockholders if the combined company achieves
certain revenue targets over the next three years. UroMed also discharged
certain outstanding indebtedness owed to SSGI stockholders and other related
parties through a $500,000 cash payment, the issuance of 114,036 shares of
UroMed common stock, and the issuance of a $460,000 promissory note payable
which bears interest of 10% per annum and is payable in two installments of
$250,000 in 2002 and $210,000 in 2003. The common stock has been registered with
the SEC for resale and most of the shares will be subject to limitations on the
number of shares that can be sold in any year. The transaction was accounted for
under the purchase method during the quarter ended March 31, 2001. The results
of operations of SSGI are included with those of the Company from the date of
the acquisition.

                                       21

<PAGE>

                         Results of Operations
                 Years Ended December 31, 2001 versus 2000

Revenues

     The Company's product revenues in 2001 increased 20% to $5.2 million as
compared to $4.3 million in 2000. 2001 includes revenues of: $1.3 million of
combined external beam, brachytherapy and other treatment planning software
systems products, $2.2 million of Symmetra I-125 seeds, and $1.7 million of
CaverMap. These compare to 2000 revenues of: $2.3 million of CaverMap, $1.1
million of Symmetra I-125 seeds, $0.5 million in fascia kits, and $0.4 million
as the result of the termination of an international distribution agreement for
the Company's INTROL product line.

     The shift in product revenue mix in 2001 as compared to 2000 reflects the
Company's strategic direction and corresponding sales and marketing focus on the
radiation therapy-based products. This is reflected by the inception of
treatment planning revenues as the result of the March 2001 acquisition of SSGI
Prowess Systems, Inc., the doubling of Symmetra I-125 seed revenues in 2001 as
compared to 2000, and the shift of focus away from the surgical and
incontinence-based products CaverMap, fascia kits and INTROL product lines.

     The Company's $0.9 million of service revenues for 2001 are the result of
software support and maintenance services, which relates to the SSGI product
line which the Company acquired on March 27, 2001.

Cost of Revenues

     Cost of product revenues for 2001 increased 1% to $4.4 million as compared
to $4.2 million for 2000. The direct materials component of cost of product
revenues increased $0.4 million, or 18%, in 2001 driven by a corresponding 20%
increase in product revenues. Additionally, offsetting this increase was a
reduction of $0.4 million in scrapping costs for the Symmetra I-125 seeds due to
better management of inventory levels by the Company.

     Cost of service revenues of $0.2 million in 2001 are the result of labor
and materials for technical customer support of the Company's treatment planning
software systems.

Research and Development

     Research and development expenses in 2001 increased 24% to $1.8 million as
compared to $1.5 million for 2000. The major components of the increase are $0.8
million in salaries and related expenses for the physicists and software
developers as a result of the SSGI acquisition offset by decreases of $0.5
million in research and development salaries and related, and projects for
Symmetra and CaverMap.

Marketing and Sales

     Marketing and sales expenses in 2001 increased 18% to $3.5 million as
compared to $3.0 million for 2000. The major components of the increase are the
salaries and travel expenses incurred due to the increased number of direct
salespeople and field application specialists acquired in connection with the
SSGI acquisition.

                                       22

<PAGE>

General and Administrative

     General and administrative expenses in 2001 increased 25% to $2.0 million
as compared to $1.6 million for 2000. The major portion of the increase was due
to increased salaries, and consulting and professional fees to support the
Company's strategic initiatives.

Restructuring

     In March 2001, the Company eliminated four positions in the operations and
marketing areas. These eliminations resulted in an accrual for severance
payments of $0.1 million, all of which was paid during the quarter ended June
30, 2001. During October and December 2001, the Company terminated 14 employees,
resulting in an accrual for severance payments of $0.2 million. Activity in the
2001 restructuring liability was as follows (in thousands):

                            Balance at                              Balance at
                           December 31,                  Cash      December 31,
                               2000        Expense     Payments        2001
                          -------------   ----------  -----------  ------------
Employee termination
 benefits                   $   93        $    293    $   (366)      $   20
                          =============   ==========  ==========   ============


Goodwill and other Intangibles

     Amortization of goodwill and other intangible assets expense was $1.3
million for 2001. This expense is attributed to the amortization of intangible
assets and goodwill from the Company's acquisition of SSGI on March 27, 2001.

Interest Income and Expense

     Interest income decreased by 59% to $0.3 million from $0.8 million for 2001
as compared to 2000. The decrease was attributable to the reduced size of the
Company's investment portfolio, caused by the need to fund the Company's
operations and cash payments related to the acquisition of SSGI.

     Interest expense remained at $1.0 million which represents interest
payments on the Convertible Subordinated Notes and the Note payable to
stockholder.

Other Expense

     In August 1997, the Company invested $1,000,000 in the preferred stock of
Medworks Corporation of Louisville, KY ("Medworks") as part of a license and
supply agreement between the Company and Medworks, enabling the Company to
market, sell and distribute Medworks' surgical technology to correct female
urinary stress incontinence.

     In December 1998, the license and supply agreement between the Company and
Medworks was terminated. In connection with the termination, the Company
evaluated the $1,000,000 carrying value of its Medworks investment and concluded
that an "other than temporary" decrease in the value of its investment had
occurred. Accordingly, the Company wrote-off the carrying value of the
investment during the year ended December 31, 1998 (included in general and
administrative expenses).

     In 2000, Medworks was acquired by Dexterity Surgical, Inc ("Dexterity"), a
publicly traded company. As a result, the Company received 190,000 shares of
Dexterity common stock with a value of $154,000 to settle its investment in
Medworks. The Company recorded a gain of $154,000 against general and
administrative expense. The Company reported this investment as an available for
sale security under Statement of Financial Accounting Standards 115 "SFAS 115"
and recorded changes in future value to accumulated other comprehensive income
(loss). During the fourth quarter of 2001, the Company revalued its investment
in the common stock of Dexterity based upon the significant decline in the value
of the stock and the extended duration of its decline in value. The Company
determined that an "other than temporary" decrease in the value of the Dexterity
stock had occurred and thus recorded a loss of $150,000 related to the decline
in value.

Extraordinary Gain on Early Retirement of Debt

     During 2000, the Company repurchased some of its Notes at discounted
levels. These repurchases resulted in extraordinary gains of $1.2 million. The
Company made no related repurchases of Notes during 2001.

                                       23

<PAGE>

                              Results of Operations
                   Years Ended December 31, 2000 versus 1999

Revenues

     The Company's revenues in 2000 increased 63% to $4.3 million as compared to
$2.6 million in 1999. The increase was due to the following: a $1.0 million
increase in sales of the Symmetra I-125 seeds, which began being commercially
sold by the Company late in the third quarter of 1999, and a $0.7 million
increase in sales of the CaverMap Surgical Aid . Additionally, in 2000 the
Company recorded revenue of $0.4 million in the form of a payment from Johnson &
Johnson Medical K.K. in connection with the termination of the agreement between
the Company and Johnson & Johnson Medical K.K. for distribution rights to the
INTROL product in Japan.

Cost of Revenues

     Cost of revenues for 2000 increased 69% to $4.2 million as compared to $2.5
million for 1999. The major component of the 2000 increase is the variable
direct material costs as a result of increased product revenue levels in 2000
versus 1999. Additionally, 2000 includes $1.1 million in costs associated with
scrapping Symmetra I-125 seeds that decayed due to radioactive strength ranges
not considered saleable, and $0.2 million in amortization expense for the
Company's investment in Bebig's Symmetra manufacturing line.

Research and Development

     Research and development expenses in 2000 decreased 31% to $1.5 million as
compared to $2.1 million for 1999. The decrease in 2000 was the result of the
following: a $0.2 million decrease in Assurance Medical related expenses due to
the April 1999 disposal of this group into a separate corporation; a $0.2
million reduction in 2000 in Symmetra production development expenses; and a
$0.1 million decrease in development-related and clinical study-related expenses
for the CaverMap Surgical Aid.

     The Assurance Medical operations were part of UroMed through April 15,
1999. On April 15, 1999, the Company completed the disposal of this technology
into a new, private company, Assurance Medical, Inc. As a result of this
transaction, the Company no longer had to fund the development of this
technology and therefore had savings of approximately $2.3 million in operating
expenses for 1999 as compared to 1998. The transaction did not have a material
impact on UroMed's financial position or results of operations. The Company's
initial equity investment of $0.1 million had been reduced to $0 as a result of
the losses incurred by Assurance Medical, Inc. in 1999 and 2000.

Marketing and Sales

     Marketing and sales expenses in 2000 increased 42% to $3.0 million as
compared to $2.1 million for 1999. The increase in 2000 as compared to 1999 was
due to a $0.7 million increase in Symmetra marketing expenses for marketing
programs and trade shows, and a $0.3 million increase in selling expenses,
primarily salary and travel expenses.

                                       24

<PAGE>

General and Administrative

     General and administrative expenses decreased 12% to $1.6 million as
compared to $1.8 million for 1999. The major portion of the decrease was a $0.2
million reduction in expense as a result of the receipt of proceeds for an asset
previously written-off. In 2000, the Company's investment in Medworks was
acquired by Dexterity and the Company recorded a gain of $0.2 to general and
administrative expense.

Restructuring

     During October and December 2000, the Company terminated 12 employees,
committing to pay severance benefits of $0.2 million. Activity in the 2000
restructuring liability was as follows (in thousands):

                            Balance at                              Balance at
                           December 31,                  Cash      December 31,
                               1999        Expense     Payments        2000
                          -------------   ----------  -----------  ------------
Employee termination
 benefits                   $   --        $    171    $   (78)      $   93
                          =============   ==========  ==========   ============



     In March 1999, the Company entered into a lease termination agreement in
respect to the facility that it committed to abandoning during the fourth
quarter of 1998. Based upon the terms of this agreement, the Company's cost of
exiting this facility was $80,000 less than the Company's original estimates
that were included within the restructuring liability as of December 31, 1998.
As a result, the Company reversed $80,000 of the restructuring accrual during
1999.

Gain on Sale of Assets

     On July 21, 1999, UroMed entered into an agreement to sell global rights to
its Impress Softpatch technology and assets to Procter & Gamble. Under the
agreement, UroMed received $3.3 million in cash at closing and will receive an
additional $150,000 in cash payments each year for a four-year period commencing
on July 21, 2000. In addition and under certain conditions, UroMed may receive
additional cash consideration in the future in the form of royalty and other
payments. The Company recorded a gain of $0.7 million as a result of this
transaction in 1999.

                                25

<PAGE>

Interest Income and Interest Expense

     Interest income decreased by 26% to $0.8 million from $1.2 million for 2000
as compared to 1999. The decrease was attributable to the reduced size of the
Company's investment portfolio, caused by the need to fund the Company's
operations and to repurchase Convertible Subordinated Notes Payable (the
"Notes")(see Note 10 to the Financial Statements).

     Interest expense decreased 35% to $1.0 million from $1.5 million for 2000
as compared to 1999 as a result of the reduction in outstanding Notes due to the
repurchases during 2000 and 1999.

Extraordinary Gain on Early Retirement of Debt

     During 2000 and 1999, the Company repurchased some of its Notes for the
applicable periods as follows (in thousands):

---------------------------------------------------- ---------------------------
                       Aggregate Principal    Cost of Notes    Extraordinary
                          Repurchased          Repurchased        Gain
Years ended:
-------------------- ----------------------- ---------------- ------------------
-------------------- ----------------------- ---------------- ------------------
December 31, 2000           $3,000                $1,679           $1,259

-------------------- ----------------------- ---------------- ------------------
-------------------- ----------------------- ---------------- ------------------
December 31, 1999           $7,363               $ 4,179          $ 3,021

-------------------- ----------------------- ---------------- ------------------

     The repurchases of the Notes occurred in open market transactions with
persons who were not affiliates of the Company. In addition to the cost of the
principal repurchased as noted in the table above, the Company incurred
additional costs of $62,000 and $163,000 in 2000 and 1999, respectively,
relating to deferred financing fees written off and other fees incurred as a
result of the repurchases.

                         Liquidity and Capital Resources

     At December 31, 2001, the Company had cash, cash equivalents and marketable
securities totaling $2.9 million, a decrease of $7.3 million, or 72%, from $10.2
million at December 31, 2000. At December 31, 2001, the Company's funds were
invested in U.S. government obligations, corporate debt obligations, money
market funds and specific equity securities.

     Net cash used in operating activities of $5.9 million for the year ended
December 31, 2001 was primarily a result of the $8.1 million net loss which
included non-cash charges of $1.6 million for depreciation and amortization
expense and $0.2 million due to a realized loss on investment and decreases of
$0.6 million in accounts payable and accrued expenses , partially offset by an
increase in deferred revenue of $0.3 million, an increase in prepaid expenses
and other assets of $0.3 million and an increase in accounts receivable of $0.3
million.

     Net cash provided by investing activities was $0.9 million for the year
ended December 31, 2001, primarily as a result of $1.8 million from the net
proceeds of sales of investments offset by $1.0 million for the acquisition of
SSGI.

     Net cash used in financing activities was $0.5 million for the year ended
December 31, 2001, primarily as a result of the $0.5 million of cash used to pay
down a line of credit related to the acquisition of SSGI.

                                   26

<PAGE>

     In October 1996, the Company completed the sale of $69.0 million of its 6%
Convertible Subordinated Notes due October 15, 2003 (the "Notes"). During 2000
and 1999 the Company repurchased approximately $10.4 million in aggregate
principal amounts of its Notes. Through December 2001, the Company repurchased a
total of $54.6 million in aggregate principal amount of its Notes resulting in
an outstanding principal balance of the Notes at December 31, 2001 of $14.4
million. The remaining balance of the Notes are due October 2003.

     The Board of Directors of the Company authorized a common stock repurchase
program in 1999 (the "Repurchase Program"). The Company is authorized to
repurchase up to one million shares of the outstanding common stock, from time
to time, subject to prevailing market conditions. Purchases pursuant to the
Repurchase Program may be made on the open market or in privately negotiated
transactions. On December 27, 2001, the Company repurchased 79,578 shares from
an officer of the Company at a cost of $100. As part of the repurchase, the
Company recorded additional paid-in-capital of $32,527 for the difference
between fair value and purchase price. This repurchase increased the cumulative
shares purchased under this program through 2001 to 319,628 shares at an
aggregate cost of $605,000. The Company does not presently plan on purchasing
any additional outstanding shares.

     It is unlikely that the Company will generate sufficient cash flow to pay
the interest and principal on its 6% Convertible Subordinated Notes due October
15, 2003. The outstanding Note principal at December 31, 2001 is $14.4 million,
and the next interest payment of $0.4 million is due April 15, 2002. Due to
likelihood of an event of default under the Convertible Notes during Fiscal
2002, the Company has classified the Notes as a current liability in its
Financial Statements at December 31, 2002. The Company expects to incur
operating losses over the foreseeable future.

     The Company is continuing its efforts and pursuing options to conserve its
cash and improve its future cash flows. The Company is attempting to raise new
equity capital and has retained an advisor to assist in this effort. The Company
continues its efforts to divest of the CaverMap assets and technology. The
Company is attempting to restructure the terms of the $14.4 million of
Convertible Notes due October 15, 2003 and has retained an advisor to assist in
this effort. The Company is also considering strategic alternatives including a
possible sale, reorganization or liquidation.

     The inability to achieve a successful outcome on any of these options will
probably put the Company in a position to be unable to fund its operations and
debt service obligations in the second quarter of 2002.

     The Company has incurred losses before  extraordinary items of $8.1 million
 $6.3 million and $5.5 million in the years ended December 31, 2001, 2000 and
1999, respectively, and anticipates that it will incur a net loss for the year
ending December 31, 2002. The Company also has incurred negative cash flows from
operations of $5.9 million, $6.2 million and $7.2 million for the years ended
December 31, 2001, 2000 and 1999. At December 31, 2001, the Company had a
stockholders' deficit, particularly reflecting its long-term debt outstanding of
$14.4 million which is due on October 15, 2003, and did not have any additional
available credit facilities. These circumstances raise substantial doubt about
the Company's ability to continue as a going concern. Management's plans with
regard to these matters include continued development, marketing and licensing
of its products as well as seeking additional financial arrangements. Although
management continues to pursue these plans, there is no assurance that the
Company will be successful in obtaining sufficient license fees froms its
products or financing on terms acceptable to the Company. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty. On March 27, 2001, the Company completed the acquisition of
SSGI Prowess Systems, Inc. ("SSGI") (see Note 3 to the financial statements).
For the year ended December 31, 2000, SSGI incurred a net loss of approximately
$1.1 million.

     As consideration for the SSGI acquisition, the Company issued a $460,000
promissory note payable to the SSGI shareholders, which bears interest at 10%
per annum and is payable in two installments of $250,000 payable on March 27,
2002 and $210,000 payable on March 27, 2003. Accrued interest on the entire
outstanding balance is payable at each principle payment date. On March 27,
2002, the Company and the SSGI stockholders amended the promissory note
agreement to reflect a change in the first installment payment date from March
27, 2002 to April 29, 2002.

     During the year ended December 31, 2001, the Company took actions to reduce
significantly its operating costs by reducing its existing workforce.
Notwithstanding these efforts, the Company has continued to incur substantial
losses. As a result, the Company does not expect to have adequate liquid
resources to pay the interest payment due on the Notes on April 15, 2002 and the
payment due on the SSGI shareholder Note on April 27, 2002.

The following represents contractual commitments associated with long-term debt,
capital lease obligations, operating lease obligations and restructuring.

                                        Payments due by period
                                             (in thousands)
                                     Within
                                    1 Year    2-3 Years   4-5 Years
                                   --------   --------     -------
Convertible Subordinated
notes and note payable
to stockholder(a)                  $  250     $ 14,603       $ -
Interest on debt                      891          689         -
Capital lease obligation               12         -            -
Operating lease                        98         -            -
Restructuring                          20         -            -
                                   --------    --------    -------
Total                              $1,271      $15,292         -
                                   --------    --------    -------

(a)  Due to likelihood of an event of default under the Convertible Subordinated
     Notes during Fiscal 2002, the Company has classified the Notes as a current
     liability in its Financial Statements at December 31, 2001. The table
     represents contractual terms under this Note.

                                   27

<PAGE>

                        Recent Accounting Pronouncements

     In July 2001, the Financial Accounting Standards Board (FASB) issued
Statements of Financial Accounting Standards (SFAS) No. 141, Business
Combinations, and SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS 141
requires use of the purchase method of accounting for business combinations
initiated after June 30, 2001 and eliminated the pooling-of-interests method.
The Company does not believe that the adoption of SFAS 141 will have a
significant impact on its financial statements. SFAS 142 became effective for
the Company on January 1, 2002 and requires, among other things, the
discontinuance of goodwill amortization. In addition, the standard includes
provisions for the reclassification of certain existing recognized intangible
assets into goodwill, the reassessment of the useful lives of existing
recognized intangible assets, the reclassification of certain intangible assets
out of previously reported goodwill and the identification of reporting units
for purposes of assessing potential future impairments of goodwill. SFAS 142
also requires the Company to complete a transitional goodwill impairment test
within six months from the date of adoption. The application of the provisions
of SFAS 142, including the cessation of amortization of goodwill will result in
goodwill of approximately $4.9 million at December 31, 2001 being subject to the
transitional impairment test and thereafter to an annual impairment test, unless
interim indicators indicate a need for an interim test, and a resulting
reduction of goodwill amortization expense of approximately $1.2 million in
fiscal 2002, 2003 and 2004, $1.1 million in fiscal 2005 and $0.2 million in
fiscal 2006. We are currently evaluating this impairment test and, until
completed, it is possible that there may be an impairment of goodwill. Any
impairment of goodwill arising under this transaction testing will be recorded
as a cumulative change in accounting principle within the statement of
operations.

     In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." SFAS 144 supercedes FASB Statement
No. 121 (SFAS 121), "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed of." SFAS 144 applies to all long-lived assets
(including discontinued operations) and consequently amends Accounting
Principles Board Opinion No. 30 (APB 30), "Reporting Results of Operations -
Reporting the Effects of Disposal of a Segment of a Business." SFAS 144 is
effective for financial statements issued for fiscal years beginning after
December 15, 2001, and will thus be adopted by the Company, as required, as of
January 1, 2002. Management is currently determining what effect, if any, SFAS
144 will have on its financial position and results of operations.

                                   28

<PAGE>

                          Critical Accounting Policies

The Company believes the following represent its critical accounting policies

Revenue Recognition

     We derive our revenue from primarily three sources: (i) software license
sales, (ii) services and support revenue which includes software license
maintenance, training and consulting and (iii) medical device products. As
described below, significant management judgments and estimates must be made and
used in connection with the revenue recognized in any accounting period.
Material differences could have resulted in the amount and timing of our revenue
for any period if our management had made different judgments or utilized
different estimates.

     We apply the provisions of Statement of Position 97-2, "Software Revenue
Recognition," as amended by Statement of Position 98-9, "Modification of SOP
97-2, Software Revenue Recognition, With Respect to Certain Transactions," to
all transactions involving the sale of software licenses. For medical device
product sales, we apply the provisions of Staff Accounting Bulletin 101,
"Revenue Recognition."

     We recognize revenue from the sale of software licenses and medical device
products when persuasive evidence of an arrangement exists, the product has been
delivered, the fee is fixed or determinable and collection of the resulting
receivable is reasonably assured. Delivery generally occurs when the product is
delivered to a common carrier and, in the case of software license sales, when
access keys are delivered electronically. If the sale of the software license
requires installation at the customer site, we recognize revenue only when the
product is fully installed and written customer acceptance has been received.

     At the time of the transaction, we assess whether the fee associated with
our revenue transactions is fixed or determinable and whether or not collection
is reasonably assured. We assess whether the fee is fixed or determinable based
on the payment terms associated with the transaction. If a significant portion
of a fee is due after our normal payment terms, which are 30 to 90 days from
invoice date, we account for the fee as not being fixed or determinable. In
these cases, we recognize revenue as the fees become due.

     For all sales, we require evidence of the arrangement with the customer,
which could include a purchase order number, a signed purchase order from the
customer or a customer-signed quotation.

     For arrangements involving multiple obligations, typically software
licenses with undelivered maintenance and support, we allocate revenue to each
component of the arrangement using the residual method based on the fair value
of the undelivered elements, which is specific to UroMed. This means that we
defer revenue from the arrangement fee equivalent to the fair value of the
undelivered elements. Fair values for the ongoing maintenance and support
obligations are based upon separate sales of renewals by the Company to other
customers or upon renewal rates quoted in contracts provided by the Company to
other customers. Fair value of services, such as training or consulting, is
based upon separate sales by us of the services to other customers.

     We recognize revenue for maintenance services ratably over the contract
term. Our training and consulting services are billed based on hourly rates, and
we generally recognize revenue as these services are performed. However, at the
time of entering the transaction, we assess whether or not the arrangement
requires us to perform significant services either to alter the underlying
software or to build additional complex interfaces so that the software performs
as the customer requests. If these services are included as part of an
arrangement, we would recognize the entire fee using the percentage of
completion method. To date, the Company has not entered into any contracts
requiring percentage of completion accounting.

                                   29

<PAGE>

Valuation of long-lived and intangible assets and goodwill

     We assess the impairment of identifiable intangibles, long-lived assets and
goodwill whenever events or changes in circumstances indicate that the carrying
value may not be recoverable. Factors we consider important which could trigger
an impairment review include the following:

     - Significant decrease in the market price of a long-lived asset;
     - Significant underperformance relative to historical or projected
       future operating results;
     - Significant changes in the manner of our use of the acquired assets or
       the strategy for our overall business;
     - Significant change in legal factors or business climate; and
     - Significant negative industry or economic trends.

     When we determine that the carrying value of intangibles, long-lived assets
 and goodwill may not be recoverable based upon the existence of one or more of
the above indicators of impairment, we measure the need for an impairment based
on the undiscounted future cash flows from the asset as compared to its carrying
value. If the undiscounted future cash flows are less than the carrying value of
the asset, an impairment charge will be recorded based upon a projected
discounted cash flow method using a discount rate determined by our management
to be commensurate with the risk inherent in our current business model. Net
intangible assets, long-lived assets, and goodwill amounted to $6.4 million as
of December 31, 2001.

     As of January 1, 2002, Statement of Financial Accounting Standards ("SFAS")
No. 142, "Goodwill and Other Intangible Assets," became effective and as a
result, we will cease to amortize approximately $4.9 million of goodwill, which
includes $0.5 million of the identified intangible asset related to workforce
acquired. We had recorded approximately $0.9 million of amortization on these
amounts during 2001 and would have recorded approximately $1.2 million of
amortization during 2002. In lieu of amortization, we are required to perform an
initial impairment review of our goodwill within the first six months of 2002
and an annual impairment review thereafter. We expect to complete our initial
review during the second quarter of 2002.

     We are currently evaluating this impairment test and, until completed, it
is possible that there may be an impairment of goodwill. Any impairment of
goodwill arising under this transition testing will be recorded as a cumulative
change in accounting principle within the statement of operations.

Inventories

     We value our inventory at the lower of the actual cost to purchase and/or
manufacture the inventory or the current estimated market value of the
inventory. We regularly review inventory quantities on hand and we value
inventory for excess and obsolete inventory based primarily on our estimated
forecast of product demand for the next twelve months. Demand for our products
can fluctuate significantly. A significant increase in the demand for our
products could result in a short-term increase in the cost of inventory
purchases while a significant decrease in demand could result in an increase in
the amount of excess inventory quantities on hand. Our estimates of future
demand may prove to be inaccurate. In the future, if our inventory is determined
to be overvalued, we would be required to recognize such costs in our cost of
goods sold at the time of such determination. Therefore, although we try to
accurately forecast future demand for our products, any significant
unanticipated changes in demand or technological developments could have a
significant impact on the value of our inventory and our reported operating
results.

Allowance for Uncollectible Accounts Receivable

     Accounts receivable are reduced by an allowance for amounts that may become
uncollectible in the future. Substantially all of our receivables are due from
health care service providers located throughout the United States, Europe and
Asia. A significant portion of products sold to health care service providers
are ultimately funded through government reimbursement programs such as Medicare
and Medicaid. As a consequence, changes in these programs could have an adverse
impact on the service provider's liquidity and profitability. The estimated
allowance for uncollectible amounts is based primarily on management's
evaluation of the financial condition of the customer.

     We assess collection based on a number of factors, including previous
transactions with the customer and the credit-worthiness of the customer. We do
not request collateral from our customers. If we determine that collection of a
fee is not reasonably assured, we defer the fee and recognize revenue at the
time collection becomes reasonably assured, which is generally upon receipt of
cash.

                                    30

<PAGE>

Item 7a.  Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Market Risk

     Due to the short-term duration, the fair value of the Company's cash and
investment portfolio at December 31, 2001 approximated carrying value. Market
risk was estimated as the potential decrease in fair value resulting from a
hypothetical 10% increase in interest rates for issues contained in the
investment portfolio. The resulting hypothetical fair value was not materially
different from the year-end carrying value.

                                       31

<PAGE>

Item 8.  Financial Statements and Supplementary Data

Index to the Financial Statements:

<TABLE>

                                                                       Page

                                                                      ------
     <S>                                                             <C>
     Report of Independent Accountants .................................33

     Balance Sheets at December 31, 2001 and 2000 ......................34

     Statements of Operations for each of the three years
       in the period ended December 31, 2001 ...........................35

     Statements of Stockholders' Deficit for each of the
       three years in the period ended December 31, 2001 ...............36

     Statements of Cash Flows for each of the three years
       in the period ended December 31, 2001 ............... ...........37

     Notes to the Financial Statements .................................38-52



     Financial Statement Schedule:
       II - Valuation and Qualifying Accounts and Reserves .............53

</TABLE>

     All other financial statement schedules are omitted because they are not
applicable or the required information is shown in the financial statements or
footnotes thereto.

                                       32

<PAGE>

Report of Independent Accountants

To the Board of Directors and Stockholders of UroMed Corporation:

     In our opinion, the financial statements listed in the accompanying index
present fairly, in all material respects, the financial position of UroMed
Corporation (the "Company") at December 31, 2001 and 2000, and the results of
its operations and its cash flows for each of the three years in the period
ended December 31, 2001 in conformity with accounting principles generally
accepted in the United States of America. In addition, in our opinion, the
financial statement schedule listed in the accompanying index presents fairly,
in all material respects, the information set forth therein when read in
conjunction with the related financial statements. These financial statements
and financial statement schedule are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with auditing standards generally accepted in the United States of
America, which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

     The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has suffered recurring losses from operations
and has a net capital deficiency that raise substantial doubt about its ability
to continue as a going concern. Management's plans in regard to these matters
are also described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts
February 20, 2002, except for Note 17, as to which the date is March 27, 2002

                                       33

<PAGE>

Balance Sheet

<TABLE>
<CAPTION>

December 31,                                               2001         2000
--------------------------------------------------------------------------------
(in thousands)
<S>                                                        <C>          <C>
  Assets

  Current assets:

     Cash and cash equivalents                          $     493    $   5,974
     Short-term investments                                 2,422        4,259
     Accounts receivable, net of allowance for
      uncollectible accounts of $202 and $134,
       respectively                                           913          654
     Inventories                                              853          684
     Prepaid expenses and other current assets                417          491
                                                          ----------------------
       Total current assets                                 5,098       12,062

  Fixed assets, net                                           244           54
  Goodwill and other intangible assets, net                 6,410           --
  Other assets                                              1,174        1,552
                                                          ----------------------
  Total assets                                          $  12,926    $  13,668
                                                          ======================
  Liabilities and Stockholders' Deficit

  Current liabilities:

     Capital lease obligations                          $      12    $      --
     Convertible subordinated notes                        14,393           --
     Note payable to stockholder - current portion            250           --
     Accounts payable                                         699          267
     Accrued expenses                                       1,218          989
     Deferred revenue                                       1,187           --
                                                          ----------------------
       Total current liabilities                           17,759        1,256

  Convertible Subordinated notes                               --       14,393
  Note payable to stockholder - long-term portion             210           --
                                                          ----------------------
        Total liabilities                                  17,969       15,649
                                                          ----------------------
  Commitments (Note 16)

  Stockholders' deficit:
     Preferred stock, $.01 par value; 500 shares
       authorized; none issued                                --          --
     Common stock, no par value; 10,000 shares
       authorized; 7,574 and 5,440 shares issued,
       7,254 and 5,200 shares outstanding at
       December 31, 2001 and 2000, respectively            112,930     108,138
     Accumulated other comprehensive income (loss)              12        (103)
     Deferred stock compensation                              (139)       (298)
     Accumulated deficit                                  (117,240)   (109,145)
     Common stock held in treasury, 320 and
       240 shares at December 31, 2001 and 2000,
       respectively, at cost                                  (606)       (573)
                                                          ----------------------
        Total stockholders' deficit                       (  5,043)   (  1,981)
                                                         -----------------------
  Total liabilities and stockholders' deficit           $   12,926    $ 13,668
                                                        ========================
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                             34

<PAGE>

<TABLE>
<CAPTION>

Statement of Operations

Year Ended December 31,                          2001       2000        1999
--------------------------------------------------------------------------------
(in thousands, except per share data)
<S>                                          <C>        <C>         <C>
Revenues
  Product                                    $  5,176      $4,307    $  2,645
  Services                                        922         --          --
                                             --------------------------------
     Total revenues                             6,098       4,307       2,645
                                             --------------------------------
Costs and expenses:
   Cost of product revenues                     4,291       4,227       2,499
   Cost of services revenues                      170         --          --
   Research and development                     1,823       1,476       2,137
   Marketing and sales                          3,545       3,008       2,119
   General and administrative                   1,978       1,555       1,767
   Restructuring                                  293         171       (  80)
   Amortization of goodwill and
   other intangible assets                      1,284         --          --
                                             --------------------------------
     Total costs and expenses                  13,384      10,437       8,442
                                             --------------------------------
Loss from operations                           (7,286)     (6,130)     (5,797)

Gain on sale of assets                            --          --          672
Interest income                                   345         847       1,151
Interest expense                               (1,004)     (  993)     (1,527)
Other expense                                  (  150)        --          --
                                             --------------------------------
Loss before extraordinary gain on early
retirement of debt                             ( 8,095)   ( 6,276)     (5,501)

Extraordinary gain on early retirement
of debt                                           --        1,259       3,021
                                             --------------------------------
Net loss                                       ( 8,095)    (5,017)     (2,480)

Other comprehensive loss:
   Unrealized gain (loss) on investments
     available-for-sale                            115     (   58)     (   45)
                                             ---------------------------------
Total comprehensive loss                      $ (7,980)   $(5,075)    $(2,525)
                                             =================================
Basic and diluted net loss per share:

      Loss before extraordinary gain on
      early retirement of debt                $  (1.18)   $ (1.21)    $ (1.06)

      Extraordinary gain on early retirement
      of debt                                      --        0.24        0.58
                                             ----------------------------------
      Net loss                                $  (1.18)    ($0.97)    $ (0.48)
                                             ==================================
Basic and diluted weighted average common
shares outstanding                               6,830      5,173       5,179
                                             ==================================

The accompanying notes are an integral part of these financial statements.

</TABLE>

                                       35

<PAGE>

Statement of Stockholders' Deficit

<TABLE>
<CAPTION>

                      For the Three Years in the Period Ended December 31, 2001
                                           (in thousands)

                               Common Stock      Accumulated
                             -----------------      Other      Deferred            Common
                              Number            Comprehensive   Stock    Accum-  Stock Held
                                 of    Carrying     Income      Compen-   ulated      In
                              Shares    Value      (Loss)       sation   Deficit  Treasury     Total
------------------------------------------------------------------------------------------------------
<S>                            <C>    <C>          <C>        <C>       <C>         <C>       <C>
Balance, December 31, 1998     5,367   107,733       --          --     (101,648)   (511)       5,574
   Repurchase of common stock    --        --        --          --         --       (62)         (62)
   Issuance of common stock
    upon exercise of stock
    options                        7         4       --          --         --        --            4
   Net unrealized loss on
    investments available-
    for-sale                     --        --       (45)         --         --        --          (45)
   Net loss                      --        --        --          --       (2,480)     --       (2,480)
------------------------------------------------------------------------------------------------------
Balance, December 31, 1999     5,374   107,737      (45)         --     (104,128)   (573)       2,991
   Issuance of common stock
    upon exercise of stock
    options                       66        98       --          --         --        --           98
   Deferred compensation related
     to employee stock
     options granted             --        303       --        (303)        --        --           --
   Amortization of deferred
     compensation                --        --        --           5         --        --            5
   Net unrealized loss on
    investments available-
    for-sale                     --        --       (58)         --         --        --          (58)
   Net loss                      --        --        --          --       (5,017)     --       (5,017)
--------------------------------------------------------------------------------------------------------
Balance, December 31, 2000     5,440    108,138     (103)       (298)   (109,145)   (573)      (1,981)
   Issuance of common stock
    upon exercise of stock
    options                       20         17       --          --          --      --           17
   Issuance of common stock
    for SSGI acquisition       2,114      4,691       --          --          --      --        4,691
   Issuance of common stock
    options to settle payable
    in lieu of cash payment      --          70       --          --          --      --           70
   Repurchase of common stock
    from officer below
    fair value                   --          33       --          --          --     (33)          --
   Deferred compensation
     adjustment for former
      employee                    --         (19)      --          19          --      --           --
   Amortization of deferred
     compensation                --          --       --         140          --      --          140
   Net unrealized gain on
    investments available-
    for-sale                     --          --       115         --          --      --          115
   Net loss                      --          --       --          --      (8,095)     --       (8,095)
--------------------------------------------------------------------------------------------------------
Balance, December 31, 2001     7,574   $112,930       $12       $(139)  $(117,240)  $(606)    $(5,043)
========================================================================================================
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                       36

<PAGE>

Statement of Cash Flows

<TABLE>
<CAPTION>

Year Ended December 31,                          2001        2000        1999
--------------------------------------------------------------------------------
(in thousands)
<S>                                            <C>         <C>         <C>
Increase (Decrease) in Cash and Cash
 Equivalents

Cash flows from operating activities:
   Net income (loss)                          $(8,095)     $ (5,017)   $ (2,480)
   Adjustments to reconcile net loss
    to net cash used in operating activities:
     Depreciation and amortization              1,611           371       1,247
     Provision for uncollectible accounts          87           104          27
     Gain on equity securities received
      in settlement                                --          (154)         --
     Gain on sale of assets                        --            --      (  672)
     Stock compensation expense                   140            5          --
     Realized other than temporary loss
      on equity investment                        150            --         --
     Extraordinary gain on early retirement
      of debt                                      --        (1,259)     (3,021)
     Increases (decreases) resulting from
      changes in assets and liabilities,
      excluding effects of SSGI acquisition:
        Accounts receivable                       239          (173)       (388)
        Inventories                               (51)          157        (419)
        Prepaid expenses and other assets         313          ( 16)        332
         Accounts payable and accrued expenses   (560)         (236)     (1,784)
        Deferred Revenue                          271           --          --
                                              ----------------------------------
         Net cash used in operating
          activities                           (5,895)      ( 6,218)    ( 7,158)
                                              ----------------------------------
Cash flows from investing activities:
   Sales/maturities of marketable
     securities                                 1,802        10,214         282
   Acquisition of SSGI, net of cash acquired
    of $3                                        (972)           --          --
   Purchases of fixed assets                      (64)        (  31)       (  7)
   Disposal of fixed assets                        --            --          46
   Net proceeds from sales of fixed assets         --            --       3,317
   (Increase) decrease in other assets            125           105       ( 304)
                                              ----------------------------------
         Net cash provided by investing
          activities                              891        10,288       3,334
                                              ----------------------------------
Cash flows from financing activities:
   Repurchase of convertible subordinated
    notes, including transaction costs             --       ( 1,679)    ( 4,209)
   Payments on capital leases                     (20)          --           --
   Net repayment of line of credit               (474)          --           --
   Repurchase of common stock                      --           --         ( 62)
   Proceeds from issuance of common stock,
    net of issuance costs                          17           98            4
                                             -----------------------------------
         Net cash used in financing
          activities                            (477)        ( 1,581)   ( 4,267)
                                             -----------------------------------
Net (decrease) increase in cash and cash
 equivalents                                   (5,481)       2,489      ( 8,091)
Cash and cash equivalents, beginning of year    5,974        3,485       11,576
                                             -----------------------------------
Cash and cash equivalents, end of year        $   493     $  5,974     $  3,485
                                             ===================================
Supplemental disclosure of cash flow
information:

   Interest paid                              $   864        $ 940      $ 1,469
Non-cash financing and investing activities:
   Common stock issued to acquire SSGI        $ 4,691          --           --
   Promissory note issued in conjunction
     with acquisition of SSGI                 $   460          --           --
   Deferred compensation expense related
     to common stock issuance                 $   140        $  5           --


</TABLE>

    The accompanying notes are an integral part of these financial statements.

                                       37

<PAGE>

Notes to Financial Statements

1 : Nature of Business and Basis of Presentation

     UroMed Corporation, d/b/a ALLIANT Medical Technologies, (the "Company"), a
Massachusetts corporation, was incorporated in October 1990 and markets a
portfolio of products utilized for cancer radiation therapy and prostate cancer
surgery. The Company also continues to dedicate resources to the development
and/or acquisition of product lines that fit into its strategic platform.

     The Company has incurred losses before extraordinary items of $8,095,000,
$6,276,000 and $5,501,000 in the years ended December 31, 2001, 2000 and 1999,
respectively, and anticipates that it will incur a net loss for the year ended
December 31, 2002. The Company also has incurred negative cash flows from
operations of $5,895,000, $6,218,000 and $7,158,000 for the years ended December
31, 2001, 2000 and 1999. At December 31, 2001, the Company had a stockholders'
deficit, debt outstanding of $14,865,000, and did not have any additional
available credit facilities. It is unlikely that the Company will generate
sufficient cash flow to pay the interest and principal on its 6% Convertible
Subordinated Notes due October 15, 2003. It is unlikely that the Company will
generate sufficient cash flow to pay the interest and principal on its 6%
Convertible Subordinated Notes due October 15, 2003. These circumstances raise
substantial doubt about the Company's ability to continue as a going concern.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.

     Management's plans with regard to these matters include continued
development, marketing and licensing of its products as well as seeking
additional financing arrangements. The Company expects to incur operating losses
over the foreseeable future. The Company is continuing its efforts and pursuing
options to conserve its cash and improve its future cash flows. The Company is
attempting to raise new equity capital and has retained an advisor to assist in
this effort. The Company continues its efforts to divest of the CaverMap assets
and technology. The Company is attempting to restructure the terms of the $14.4
million of Convertible Notes due October 15, 2003 and has retained an advisor to
assist in this effort. The Company is also considering strategic alternatives
including a possible sale, reorganization or liquidation. The inability to
achieve a successful outcome on any of these options will likely put the Company
in a position to be unable to fund its operations and debt service obligations
in the second quarter of 2002. During the years ended December 31, 2000 and
2001, the Company took actions to reduce significantly its operating costs by
reducing its existing workforce and by exiting certain distributor relationships
and products not considered strategic.

2 : Summary of Significant Accounting Policies

Basis of Presentation

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from these estimates. Operations
of the Company are subject to certain risks and uncertainties including, but not
limited to, uncertainties related to clinical trials, regulatory approvals,
technological uncertainty, uncertainty of future profitability and access to
capital, dependence on collaborative relationships and key personnel.

Cash Equivalents and Marketable Securities

     The Company accounts for investments in accordance with Statement of
Financial Accounting Standards No. 115, "Accounting for Certain Investments in
Debt and Equity Securities" ("SFAS 115"). At December 31, 2001 and 2000, all of
the Company's investments are classified as available-for-sale and are reported
in the balance sheet at fair value. Any unrealized gains and losses on
available-for-sale securities are reported as accumulated other comprehensive
income in stockholders' equity (deficit). Upon the sale of securities, realized
gains and losses are reported in the statement of operations using the specific
identification method.

     The Company invests its excess cash primarily in high grade corporate debt
obligations and money market funds that are subject to minimal credit and market
risks. The Company considers investments with original maturities of three
months or less to be cash equivalents. All other investments are classified as
marketable securities as they are highly liquid and are available to meet
working capital needs.

Revenue Recognition

     Revenue from product sales is recorded upon shipment of product to the
customer provided persuasive evidence of the arrangement exists, the fee is
fixed or determinable and collectibility is reasonably assured. The Company
accrues anticipated product warranty costs at that time. Revenue from the
acquired SSGI business is primarily from two sources: (i) software license
revenue and (ii) services revenue, derived primarily from providing support,
maintenance and consulting services to customers. Revenue from software licenses
is recognized upon execution of a contract and completion of delivery
obligations, provided that no uncertainties regarding customer acceptance exist,
fees are fixed or determinable and collection of the related receivable is
probable. Revenue from support and maintenance services is recognized ratably
over the contractual period. Payments for support and maintenance fees are
generally made in advance and are nonrefundable. Revenue from consulting
services is recognized as the related services are performed.

                                       38

<PAGE>

Major Customers

     During the year ended December 31, 2001, one US customer accounted for 7%
of total revenues. During the year ended December 31, 2000, the Company entered
into a termination agreement with Johnson & Johnson Medical K.K. regarding the
rights to distribute the INTROL product in Japan. This termination agreement
resulted in a payment of $0.4 million to the Company, which was recognized as
revenue during the year ended December 31, 2000.

Inventories

     Inventories are stated at the lower of cost or market, cost being
determined using the first-in, first-out method. The Company revalues inventory
for excess, obsolete or damaged inventory based on decreases in customer demand,
changes in technology or due to other economic factors.

Fixed Assets

     Fixed assets are recorded at cost and depreciated over the estimated useful
lives of the assets using the straight-line method. Leasehold improvements are
depreciated using the straight-line method, over their estimated useful lives or
the term of the lease, if shorter. Additions, renewals and betterments are
capitalized. Upon retirement or sale, the cost of assets disposed of and the
related accumulated depreciation are removed from the accounts and any resulting
gain or loss is credited or charged to income. Repair and maintenance costs are
expensed as incurred.

Financing Costs

     Deferred financing costs, which are included in other assets, are being
amortized to interest expense over the seven-year life of the Company's
Convertible Subordinated Notes due October 15, 2003 using the straight-line
method, which approximates the interest method. Unamortized costs at December
31, 2001 and 2000 are $147,000 and $228,000, respectively. During the years
ended December 31, 2000 and 1999, $62,000 and $163,000, respectively, of
deferred financing costs were written-off in connection with the early
retirement of debt (see Note 10).

Accounting for the Impairment of Long-Lived Assets

     The Company periodically evaluates its long-lived assets whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. At the occurrence of such an event or change in circumstances,
the Company evaluates a potential impairment of an asset based on estimated
future undiscounted cash flows. In the event that future undiscounted cash flows
are less than the carrying amount of such asset, an impairment loss is
recognized for the difference between estimated fair value and the carrying
amount of the asset.

Net Loss Per Share

     Net loss per share has been calculated in accordance with Statement of
Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS 128"), which
requires the presentation of "basic" earnings per share and "diluted" earnings
per share. Basic earnings per share is computed by dividing net loss by the
weighted average shares of outstanding common stock. For purposes of computing
diluted earnings per share, the denominator includes both the weighted average
shares of outstanding common stock and potential dilutive common stock shares.

     For each of the periods presented, basic and diluted net loss per share are
the same due to the antidilutive effect of potential common stock shares.
Antidilutive potential common stock excluded from the 2001, 2000 and 1999
computations included 637,990 491,943 and 312,975 common shares, respectively,
issuable upon the exercise of outstanding common stock options, and 216,729,
216,729 and 261,903 common shares, respectively, issuable upon the conversion of
the Company's Notes (see Note 10).

                                       39

<PAGE>

Goodwill and Other Intangible Assets

     Goodwill represents the excess of cost over the fair value of the net
assets acquired in the purchase of SSGI (Note 3). Goodwill is amortized using
the straight line method over 5 years. The cost of acquired identifiable
intangible assets is amortized using the straight line method over the following
useful lives: (i) developed technology - 5 years, (ii) customer relationships -
7 years, (iii) assembled workforce - 4 years, and (iv) non-compete covenants
with former members of SSGI senior management - 2 years.

     In accordance with SFAS No. 121, "Accounting for the Impairment of Long-
Lived Assets and Long-Lived Assets to be Disposed Of," the Company records
impairment losses on long-lived assets used in operations, including goodwill
and other intangible assets, when indicators of impairment are present and the
undiscounted cash flows estimated to be generated by those assets are less than
the assets' carrying amount.

Goodwill and intangible assets consist of the following:

        December 31,                    2001
-------------------------------------------------
   (in thousands)

   Developed technology               $  557
   Customer relationships                733
   Assembled workforce                   600
   Non-compete covenants                 541
   Goodwill                            5,263
                                      ------
                                       7,694
   Less--accumulated amortization     (1,284)
                                      ------
                                      $6,410
                                      ======

Accounting for Stock-Based Compensation

     The Company accounts for stock-based awards to its employees using the
intrinsic value based method as prescribed by Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees," and related
interpretations ("APB 25") and follows the provisions of Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS
123") for disclosure purposes (see Note 13). Stock based awards to nonemployees
are accounted for under the provisions of SFAS 123.

Comprehensive Income (Loss)

     Comprehensive income (loss) is comprised of two components, net loss and
other comprehensive income (loss). For the years ended December 31, 2001, 2000
and 1999, the only item qualifying as other comprehensive income (loss) was
unrealized gains and losses on investments.

Reclassifications

     Certain prior year amounts have been reclassified to conform to the current
year financial statement presentation. The reclassifications had no impact on
net loss or total assets for those years.

                                       40

<PAGE>

Recent Accounting Pronouncements

     In July 2001, the Financial Accounting Standards Board (FASB) issued
Statements of Financial Accounting Standards (SFAS) No. 141, Business
Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets. SFAS 141
requires use of the purchase method of accounting for business combinations
initiated after June 30, 2001 and eliminated the pooling-of-interests method.
The Company does not believe that the adoption of SFAS 141 will have a
significant impact on its financial statements. SFAS 142 is effective for the
Company on January 1, 2002 and requires, among other things, the discontinuance
of goodwill amortization. In addition, the standard includes provisions for the
reclassification of certain existing recognized intangible assets into goodwill,
the reassessment of the useful lives of existing recognized intangible assets,
the reclassification of certain intangible assets out of previously reported
goodwill and the identification of reporting units for purposes of assessing
potential future impairments of goodwill. SFAS 142 also requires the Company to
complete a transitional goodwill impairment test within six months from the date
of adoption. The application of the provisions of SFAS 142, including the
cessation of amortization of goodwill will result in goodwill, which includes a
reclassification of assembled workforce to goodwill, of approximately $4.9
million at December 31, 2001 being subject to the transitional impairment test
and there after to an annual impairment test, unless interim indicators indicate
a need for an interim test, and a resulting reduction of goodwill amortization
expense of approximately $1.2 million in fiscal 2002, 2003 and 2004, $1.1
million in fiscal 2005 and $0.2 million in fiscal 2006. We are currently
evaluating this impairment test and, until completed, it is possible that there
may be an impairment of goodwill. Any impairment of goodwill arising under this
transition testing will be recorded as a cumulative change in accounting
principle within the statement of operations.

     In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." SFAS 144 supercedes FASB Statement
No. 121 (SFAS 121), "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed of." SFAS 144 applies to all long-lived assets
(including discontinued operations) and consequently amends Accounting
Principles Board Opinion No. 30 (APB 30), "Reporting Results of Operations -
Reporting the Effects of Disposal of a Segment of a Business." SFAS 144 is
effective for financial statements issued for fiscal years beginning after
December 15, 2001, and will thus be adopted by the Company, as required, on
January 1, 2002. Management is currently determining what effect, if any, SFAS
144 will have on its financial position and results of operations.

                                       41

<PAGE>

3 : Acquisition

     On March 27, 2001, the Company completed the acquisition of SSGI. As
consideration for the acquisition of SSGI, the Company issued 2,000,000 shares
of its common stock to SSGI stockholders with a value of $4,437,520 and provided
for $500,000 of contingent payments to SSGI stockholders if the newly combined
company achieves certain revenue targets over the next three years. These
additional payments will be recorded as additional goodwill when, and if,
achieved. Concurrent with the acquisition, the Company also discharged certain
outstanding indebtedness owed to SSGI stockholders and other related parties
through a $500,000 cash payment, the issuance of 114,036 shares of the Company's
common stock with a value of $253,013, and the issuance of a $460,000 promissory
note payable which bears interest at 10% per annum and is payable in two annual
installments of $250,000 in 2002 and $210,000 in 2003. Direct costs associated
with the acquisition totaled $475,000, consisting principally of accounting,
legal and investment banking fees.

     The business combination was accounted for using the purchase method.
Accordingly, the purchase price has been allocated to the assets acquired and
liabilities assumed at their fair values on the date of the acquisition, based
on management's estimates and analyses performed. The excess of the purchase
price over the amounts allocated to the assets acquired and liabilities assumed
was recorded as goodwill. The purchase price, which includes amounts paid to
discharge SSGI indebtedness, was allocated as follows (in thousands):

Current assets                                 $  945
Property and equipment                            179
Assembled workforce                               600
Developed technology                              557
Customer relationships                            733
Non-compete covenants                             541
Other long-term assets                             21
Current liabilities                            (1,797)
Deferred revenue                                 (916)
Goodwill                                        5,263
                                             ---------
                                               $6,126
                                             =========


     The following table summarizes the unaudited pro forma results of
operations for the years ended December 31, 2001 and 2000 as if the acquisition
of SSGI had been completed at the beginning of each period presented. The
unaudited pro forma data gives effect to the actual operating results prior to
the acquisition, including adjustments primarily to reflect amortization of
goodwill and other intangible assets acquired. These pro forma amounts do not
purport to be indicative of actual results had the acquisition occurred on
January 1, 2000 or that may be obtained in the future.

                                                   Year Ended December 31,
                                                    2001            2000
                                                ----------      ----------
                                          (In thousands, except per share data)

Revenue                                             $6,804         $8,078

Loss before extraordinary item                      (8,720)        (9,164)
Loss per share before
 extraordinary item:
   Basic and Diluted                                 (.97)         (1.26)

Net loss                                            (8,720)        (7,905)
Net loss per share:
   Basic and Diluted                                 (0.97)         (1.09)


                                       42

<PAGE>

4 : Marketable Securities

Following is a summary of available-for-sale investments:

<TABLE>
<CAPTION>

                                   Amortized     Unrealized
                                     cost      Gains (Losses)   Fair value
--------------------------------------------------------------------------------
(in thousands)
<S>                                 <C>          <C>               <C>
December 31, 2001:

Marketable securities:
  U.S. Government obligations       $    857      $   4         $    861
  Corporate debt obligations           1,550          8            1,558
  Equity instruments                       3          -                3
                                   --------------------------------------------
                                    $  2,410      $  12         $  2,422
                                   ============================================
December 31, 2000:

Marketable securities:
  U.S. Government obligations       $    800      $  10         $    810
  Corporate debt obligations           3,408         14            3,422
  Equity instruments                     154       (127)              27
                                   --------------------------------------------
                                    $  4,362      $(103)        $  4,259
                                   ============================================

</TABLE>

     At December 31, 2001, the fair value of marketable debt securities having
contractual maturities of one year or less totaled $ 2,116,000 and the fair
value of short-term investments with contractual maturities greater than one
year but less than two years totaled, $303,000. The proceeds from sales of
marketable debt securities, excluding maturities, amounted to approximately $ 0,
$1,895,000, and $26,432,000 for the years ended December 31, 2001, 2000 and
1999, respectively. Gross realized gains and losses on these sales were not
significant.

5 : Inventories

The components of inventory are as follows:


                <TABLE>
                <CAPTION>

                December 31,                      2001    2000
                ----------------------------------------------
                (in thousands)
                <S>                              <C>      <C>
                Raw materials                    $188     $195
                Work in process                   111      185
                Finished goods                    554      304
                -----------------------------------------------
                Total inventory                  $853     $684
                ===============================================

                </TABLE>
                                       43

<PAGE>

6 : Fixed Assets

Fixed assets consist of the following:

<TABLE>
<CAPTION>

                                Useful Life      December 31,
                                   in Years    2001       2000
- - - ---------------------------------------------------------------
(in thousands)
<S>                             <C>           <C>        <C>
Machinery and equipment               3-4     $  287     $  276
Computer and office equipment         3-4      1,491      1,259
Leasehold improvements               Varies        7          7
                                             ------------------
                                               1,785      1,542
Less - Accumulated depreciation
 and amortization                              1,541      1,488
                                             ------------------
                                              $  244     $   54
                                             ==================
</TABLE>

     Depreciation and amortization expense for the years ended December 2001,
2000 and 1999 was $53,000, $120,000 and $1,111,000,respectively.

7 : Investment in Medworks Corporation, Dexterity Surgical, Inc. and in
    Assurance Medical, Inc.

     In August 1997, the Company invested $1,000,000 in the preferred stock of
Medworks Corporation of Louisville, KY ("Medworks") as part of a license and
supply agreement between the Company and Medworks, enabling the Company to
market, sell and distribute Medworks' surgical technology to correct female
urinary stress incontinence.

     In December 1998, the license and supply agreement between the Company and
Medworks was terminated. In connection with the termination, the Company
evaluated the $1,000,000 carrying value of its Medworks investment and concluded
that an "other than temporary" decrease in the value of its investment had
occurred. Accordingly, the Company wrote-off the carrying value of the
investment during the year ended December 31, 1998.

     In 2000, Medworks was acquired by Dexterity Surgical, Inc ("Dexterity"), a
publicly traded company. As a result, the Company received 190,000 shares of
Dexterity common stock with a value of $154,000 to settle its investment in
Medworks. The Company recorded a gain of $154,000. The Company reported this
investment as an available- for-sale security under SFAS 115 and recorded
changes in future value to accumulated other comprehensive income (loss). During
the fourth quarter of 2001, the Company revalued its investment in the common
stock of Dexterity based upon the significant decline in the value of the stock
and the extended duration of its decline in value. The Company determined that
an "other than temporary" decrease in the value of the Dexterity stock had
occurred and thus recorded a loss of $150,000 related to the decline in value.

     On April 15, 1999, the Company completed the disposal of its breast cancer
technology into a new, private company, Assurance Medical, Inc. ("Assurance").
In conjunction with this disposal, Assurance received $8.0 million in equity
financing from two healthcare venture capital firms and the Company contributed
its breast cancer screening technology to Assurance in exchange for an
approximate one-third equity position. The Company's initial equity investment
of $0.1 million has been reduced to $0 as a result of the losses incurred by
Assurance Medical, Inc. in 1999. During 2001, Assurance ceased operation (Note
17).

8 : Accrued Expenses

Accrued expenses consist of the following:

<TABLE>
<CAPTION>

December 31,                        2001         2000
- - - -----------------------------------------------------
(in thousands)
<S>                               <C>          <C>

Professional fees                 $   99       $  282
Interest                             215          180
Employee-related                     522          300
Restructuring                         20           93
Other                                362          134
                                ---------------------
                                  $1,218         $989
                                =====================
</TABLE>



                                       44

<PAGE>

9 : Restructuring

     In March 1999, the Company entered into a lease termination agreement in
respect to a facility that it committed to abandoning during the fourth quarter
of 1998. Based upon the terms of this agreement, the Company's costs of exiting
this facility were $80,000 less than the Company's original estimates that were
included within the 1998 restructuring. As a result, the Company reversed
$80,000 of the restructuring liability during the three months ended March 31,
1999. All remaining restructuring accruals at December 31, 1998 were paid in
cash during 1999.

     During the year ended December 31, 1999, the activity in the restructuring
liability was as follows (in thousands):

                            Balance at                              Balance at
                           December 31,      Cash                  December 31,
                               1998         Payments  Adjustments       1999
                          -------------   ----------  -----------  ------------
Employee termination
 benefits                   $      55       $(  55)     $     --       $   --

Other facility exit costs         304        ( 224)          (80)          --
                          -------------   ----------  -----------  ------------
                           $      359       $( 279)     $    (80)      $   --
                          =============   ==========  ===========  ============

     During October and December 2000, the Company terminated 12 employees,
committing to pay severance benefits of $171,000. Activity in the 2000
restructuring liability was as follows (in thousands):

                            Balance at                              Balance at
                           December 31,                  Cash      December 31,
                               1999        Expense     Payments        2000
                          -------------   ----------  -----------  ------------
Employee termination
 benefits                   $   --        $    171    $   (78)      $   93
                          =============   ==========  ==========   ============

     In March 2001, the Company eliminated four positions in the operations and
marketing areas. These eliminations resulted in an accrual for severance pay of
$72,000, all of which was paid during the quarter ended June 30, 2001.

     During October and December 2001, the Company in an effort to conserve cash
flow, terminated 14 employees, committing to pay severance benefits of $221,000.
The terminated employees were comprised of 5 from administration, 5 from
customer service, sales and marketing, and 4 from clinical, quality and
development. Of these employees, three were terminated and their severance
benefits were paid out in January 2002, which completed the restructuring plan.
Activity in the 2001 restructuring liability was as follows (in thousands):

                            Balance at                              Balance at
                           December 31,                  Cash      December 31,
                               2000        Expense     Payments        2001
                          -------------   ----------  -----------  ------------
Employee termination
 benefits                   $   93        $    293    $   (366)      $   20
                          =============   ==========  ==========   ============


10 : Debt

Convertible Subordinated Notes

     In October 1996, the Company completed the sale of $69,000,000 of its
Convertible Subordinated Notes Payable (the "Notes"). The Notes are convertible
at any time into shares of common stock of the Company at a conversion price of
$66.41 per share, subject to adjustment under certain circumstances. The Notes
are due on October 15, 2003. Interest on the Notes accrue at 6% and is payable
each April 15 and October 15 unless previously converted or repurchased. The
Notes are redeemable at the option of the Company on or after October 15, 1999,
at specified redemption prices, ranging from 100.857% to 103.429% of the face
amount per Note plus accrued and unpaid interest to the date of redemption. The
Notes are unsecured obligations of the Company and are subordinated to all other
Senior Debt (as defined) of the Company. Due to the likelihood of an event of
default under the Notes during the fiscal 2002, the Company has classified the
Notes as a current liability at December 31, 2001.



                                       45

<PAGE>

     During 2000, 1999 and 1998, the Company repurchased certain of the Notes as
follows (in thousands):
---------------------------------------------------- ---------------------------
                       Aggregate Principal    Cost of Notes    Extraordinary
                          Repurchased          Repurchased        Gain
Year ended:
-------------------- ----------------------- ---------------- ------------------
December 31, 2000            $3,000              $1,679          $1,259

-------------------- ----------------------- ---------------- ------------------
December 31, 1999            $7,363              $4,179          $3,021

-------------------- ----------------------- ---------------- ------------------
December 31, 1998           $44,244             $19,321         $23,273

-------------------- ----------------------- ---------------- ------------------

     The repurchases of the Notes occurred in open market transactions with
persons who were not affiliates of the Company. In addition to the cost of the
principal repurchased as noted in the table above, the Company incurred costs of
$62,000, $163,000 and $1,650,000 in 2000, 1999 and 1998, respectively, relating
to deferred financing fees written off and other fees incurred as a result of
the repurchases.

Bank Line of Credit

     As part of the acquisition of SSGI (Note 3), the Company assumed a line of
credit with a bank. This line of credit provided a borrowing capacity of
$500,000 and had a maturity date of December 10, 2001. This line required an
annual commitment fee of $2,500 and bore interest at the bank's base rate plus
5.5%. During April 2001, the Company paid-down the outstanding balance and
terminated the line of credit agreement.

Note Payable to Stockholder

     As consideration for the SSGI acquisition, the Company issued a $460,000
promissory note payable to the SSGI shareholders, which bears interest at 10%
per annum and is payable in two installments of $250,000 payable on March 27,
2002 and $210,000 payable on March 27, 2003. Accrued interest on the entire
outstanding balance is payable at each principle payment date. At December 31,
2001, accrued interest on the note was $35,000 and is included in accrued
expense (Note 17).

11 : Gain on Sale of Assets

     On July 21, 1999, the Company entered into an agreement to sell global
rights to its Impress Softpatch technology and assets to Procter & Gamble. Under
the agreement, the Company received $3.3 million in cash at closing and was to
receive an additional $150,000 in cash payments each year for a four-year period
commencing on July 21, 2000. At December 31, 2001, $279,000 remained outstanding
and included in Other Assets, of which $150,000 is due in 2002 and the remainder
in 2003. In addition and under certain conditions, the Company may receive
additional cash consideration in the future in the form of royalty payments. As
a result of the transaction, the Company reported a gain of $672,000 in 1999.

12 : Stockholders' Deficit

Preferred Stock

     The Company has authorized 500,000 shares of $.01 par value preferred
stock, none of which have been issued at December 31, 2001. Preferred stock may
be issued at the discretion of the Board of Directors of the Company with such
designations, rights and preferences as the Board of Directors may determine.
Upon issuance, the preferred stock may include, among other things,
extraordinary dividend, redemption, conversion, voting or other rights which may
adversely affect the holders of the common stock.

Common Stock

     At December 31, 2001, the Company has reserved 637,990 shares of common
stock for issuance pursuant to exercise of common stock options granted under
the Stock Option Plan, and 216,729 shares for issuance upon conversion of the
Notes.

Treasury Stock

     The Board of Directors of the Company authorized a common stock repurchase
program on June 17, 1998 (the "Repurchase Program") whereby the Company is
authorized to repurchase up to one million common shares, from time to time,
subject to prevailing market conditions. On December 27, 2001, the Company
repurchased 79,578 shares from an officer of the Company at a cost of $100. As
part of the repurchase, the Company recorded additional paid-in-capital of
$32,527 for the difference between fair value and purchase price. This
repurchase increased the cumulative shares purchased under this program through
2001 to 319,628 shares at an aggregate cost of $605,000.

                                       46

<PAGE>

Shareholder Rights Plan

     In June 1997, the Company's Board of Directors adopted a Shareholder Rights
Plan. This Plan provides shareholders with special purchase rights under certain
circumstances, including if any new person or group acquires 15 percent or more
of the Company's outstanding common stock.

13 : Employee Benefit Plans

Stock Option Plan

     On June 7, 1991, the Company adopted the 1991 Stock Option Plan (the
"Plan") which provides for the granting of either incentive stock options or
non-statutory stock options to employees, officers, directors and consultants of
the Company. The Plan, as amended, allows for a maximum of 1,230,000 shares of
common stock to be issued.

     The exercise price of any incentive stock option shall not be less than the
fair value of the stock on the date of grant or less than 110% of the fair value
in the case of optionees holding more than 10% of the total combined voting
power of all classes of stock of the Company. Options under the plan are
exercisable over periods determined by the Board of Directors, not to exceed ten
years from the date of grant, except for incentive stock options granted to
optionees holding more than 10% of the total combined voting power of all
classes of stock, which must be within five years.

     Under the Plan, as amended, non-employee directors of the Company will
receive options to purchase 10,000 shares of common stock upon their election to
the Board of Directors and, subsequent quarterly grants of options to purchase
500 shares of common stock, up to a maximum of 24 grants. All of these option
grants are exercisable over a ten-year period and must have an exercise price
equal to the fair market value of the shares on the grant date.

Option activity for the years ended December 31, 2001, 2000 and 1999 is
summarized as follows:

<TABLE>
<CAPTION>

 Years Ended December 31,
                        2001                  2000                   1999
--------------------------------------------------------------------------------
                           Weighted               Weighted              Weighted
                            average                average               average
                           exercise               exercise              exercise
                  Shares     price      Shares      price       Shares    price
--------------------------------------------------------------------------------
<S>               <C>          <C>      <C>          <C>       <C>          <C>
Outstanding at
 beginning of
 period          491,943    $  1.99    312,975    $  2.74      371,158    $ 5.31
   Granted at
    fair value   216,850    $  2.08     25,750    $  2.20      139,989    $ 1.24
   Granted below
    fair value    46,667    $  0.01    235,000    $  1.10          --        --
   Cancelled     (98,079)   $  2.06    (15,550)   $  5.60    (191,868)    $ 7.70
   Exercised     (19,391)   $  0.86    (66,232)   $  1.49     ( 6,304)    $ 0.38
                ---------             ---------              ---------
Outstanding at
 end of period   637,990    $  2.19    491,943    $  1.99      312,975    $ 2.74
                =========             =========              ==========
Options
 exercisable
 at end of
 period          294,435    $  2.49    101,985    $  5.05      83,069     $ 6.72
                =========             =========              ==========
Weighted average
 fair value of
 options granted
 during the period
 at fair value              $1.80               $  1.14                 $ 1.24
                          =========              =========             =========

Weighted average
 fair value of
 options granted
 during the period
 below fair value           $1.49               $   1.79                $  --
                          =========              =========             =========
</TABLE>

     At December 31, 2001, options to purchase 260,750 shares of common stock
were available for future grants under the Plan.

                                       47

<PAGE>

The following table summarizes information about stock options outstanding and
exercisable at December 31, 2001:

<TABLE>
<CAPTION>

                                             Options outstanding
--------------------------------------------------------------------------------
                                                   Weighted
                                                   average           Weighted
                                 Number           remaining           average
Range of exercise prices    outstanding       contractual life    exercise price
--------------------------------------------------------------------------------
<S>                         <C>              <C>                  <C>
$ .01 to $1.25                  169,694                   8.6            $ 0.63
$1.38                           77,880                    6.9            $ 1.38
$1.51 to $3.22                  378,216                   9.1            $ 2.09
$10.94 to $66.88                 12,200                   4.0            $31.95
                              ---------
Total                           637,990                   8.6            $ 2.19
                              =========
</TABLE>
<TABLE>
<CAPTION>

                                             Options exercisable
--------------------------------------------------------------------------------
                                                                      Weighted
                                                    Number            average
Range of exercise prices                       exercisable        exercise price
--------------------------------------------------------------------------------
<S>                                            <C>                <C>
$ .01 to $1.25                                     128,325                $ 0.48
$1.38                                               58,706                $ 1.38
$1.51 to $3.22                                      95,204                $ 2.11
$10.94 to $66.88                                    12,200                $31.95
                                                   -------
Total                                              294,435                $ 2.49
                                                   =======
</TABLE>

Fair Value Disclosures

     As discussed in Note 2, the Company follows APB 25 in accounting for awards
under its stock option plans. During 2000, the Company issued 235,000 options to
purchase common stock at a prices below fair market value at the dates of grant.
As a result, the Company recorded $303,000 of deferred stock compensation
related to these options and recorded compensation expense of $140,000 and
$5,000 for the years ended December 31, 2001 and 2000, respectively.
Compensation expense of $ 46,000 will be recorded in 2002, 2003 and 2004,
respectively, related to these issuances. During the year ended December 31,
2001, the Company issued an option to purchase 46,667 shares of the Company's
common stock at $0.01 per share to a nonemployee. These options were vested
immediately and were issued as part of a settlement for a payable owed to the
nonemployee of $70,000, which was calculated as the difference between the fair
value at the date of issuance and the exercise price of $0.01 per share.

     Had compensation cost for the Company's option plans been determined based
on the fair value at the grant dates, as prescribed by SFAS 123, the Company's
net loss and net loss per share would have been as follows:

<TABLE>
<CAPTION>

Year Ended December 31,             2001        2000        1999
- - - --------------------------------------------------------------------------
(in thousands, except per share data)
<S>                               <C>         <C>         <C>
  Net income (loss):
 As reported                      $(8,095)    $(5,017)     $  (2,480)
 Pro forma                        $(8,147)    $(5,179)     $  (2,674)

Basic and diluted net income
(loss) per share:

 As reported                      $ (1.18)    $( 0.97)     $   ( 0.48)
 Pro forma                        $ (1.19)    $( 1.00)     $   ( 0.52)
</TABLE>

                                       48

<PAGE>

     The fair value of each option grant is estimated on the date of grant using
the Black-Scholes model with the following assumptions used for grants for all
periods: dividend yield of 0.0%; risk-free interest rates ranging from 4.4% to
6.8%; expected option terms of 2 years to 6 years; and a volatility of 100% for
options granted in 2001 and 66% for options granted in 2000 and 1999.

Employee Stock Purchase Plan

     On May 19, 1995, the Company approved the 1995 Employee Stock Purchase
Plan. This plan provides for the purchase by employees of up to 60,000 shares of
common stock at 85% of the fair market value on the first or last day of the
offering period (as defined in the plan), whichever is lower. During the years
ended December 31, 2001, 2000 and 1999, there were no shares issued under the
plan.

14 : Income taxes

The components of deferred income tax (expense) benefit are as follows:

<TABLE>
<CAPTION>

Year Ended December 31,                     2001            2000          1999
--------------------------------------------------------------------------------
(in thousands)
<S>                                      <C>            <C>            <C>
Income tax (expense) benefit:
 Federal                                 $  2,306        $  1,739        $ 837
 State                                        691             462          287
                                         ---------------------------------------
                                            2,997           2,201        1,124
Change in deferred tax
 asset valuation allowance                 (2,997)         (2,201)      (1,124)
                                         ---------------------------------------
                                         $    --         $    --      $    --
                                         =======================================
</TABLE>

     No federal or state taxes were payable in any year through December 31,
2001 as a result of losses incurred and the utilization of net operating loss
carryforwards.

Deferred tax assets and liabilities consist of the following:

<TABLE>
<CAPTION>

Year Ended December 31,                                   2001            2000
-------------------------------------------------------------------------------
(in thousands)
<S>                                                    <C>             <C>
Deferred tax assets:
 Net operating loss carryforwards                       $44,591        $ 42,019
 Tax credit carryforwards                                 2,451           2,821
 Deferred research and development
  expenses                                                2,001           2,401
 Accrued expenses                                           243             293
 Operating reserves                                         286             354
 Section 263A tax overhead capitalization                   203             184
 Depreciation                                                 4             102
                                                       -------------------------
Gross deferred tax assets                                49,779          48,174
                                                       -------------------------
Deferred tax liabilities:
Identifiable intangible assets                             (796)             --
                                                       -------------------------
Gross deferred tax liabilities                             (796)             --
                                                       -------------------------
Deferred tax asset
 valuation allowance                                    (48,983)        (48,174)
                                                       -------------------------
                                                       $     --        $     --
                                                       =========================
</TABLE>

                                       49

<PAGE>

     A reconciliation between the amounts of reported income tax (expense)
benefit and the amount determined by applying the U.S. federal statutory rate of
35% to (income) loss before income taxes follows:

<TABLE>

<CAPTION>

Year Ended December 31,                       2001            2000        1999
--------------------------------------------------------------------------------
(in thousands)
<S>                                      <C>            <C>            <C>
(Income) loss before income taxes
  at statutory rate                        $  2,833        $  1,756   $    868

 State tax, net of federal tax
  effect                                        499             310        153

 Research and development credits                --              51        115

 Amortization of intangible assets             (323)             --        100

 Non-qualified stock
  options and warrants                           --             114         --

 Other                                          (12)            (30)       (12)
                                         ---------------------------------------
                                              2,997           2,201      1,124
(Increase) decrease in

  valuation allowance                        (2,997)         (2,201)    (1,124)
                                         ---------------------------------------
                                         $      --       $     --     $     --
                                         =======================================
</TABLE>

     The Company has provided a valuation allowance for the full amount of the
net deferred tax assets since it is not sufficiently assured that future tax
benefits will be realized. As the Company achieves profitability, these deferred
tax assets would be available to offset future income tax liabilities and
expense. Of the $48,983,000 valuation allowance at December 31, 2001,
approximately $1,100,000 relating to deductions for the exercise of
non-qualified stock options will be credited to additional paid-in capital upon
realization.

     At December 31, 2001, the Company had net operating loss carryforwards for
federal and state income tax reporting purposes of approximately $110,000,000.
At December 31, 2001, the Company had research and development tax credit
carryforwards for federal and state income tax reporting purposes of $1,763,000
and $1,058,000, respectively. The federal carryforwards expire between the years
2006 and 2021 and the state carryforwards expire between the years 2002 and
2016.

     Under the  provisions  of the Internal  Revenue Code,  certain  substantial
changes in the Company's ownership may result in a limitation on the amount of
net operating loss carryforwards and research and development credit
carryforwards which can be used in future years.

15 :  Segment Reporting

     In 1998, the Company adopted SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information," which changes the way the Company
reports information about its operating segments. In 2001, the Company modified
its reportable segments as a result of the acquisition of SSGI (see Note 2). The
Company has determined its reportable segments based on its method of internal
reporting, which disaggregates its business by product category. The Company's
reportable segments are (i) its radiation therapy business, which includes a
shared salesforce for the Symmetra I-125 seeds used for prostate brachytherapy
treatments, software systems and support for the BrachyPro treatment planning
systems used for prostate seed implants, and the suite of software and support
products for external beam radiation therapy treatment planning , and (ii) its
surgical products business, which includes the CaverMap Surgical Aid and fascia.

                                       50

<PAGE>

     The accounting policies of the segments are the same as those described in
Note 2, "Summary of Significant Accounting Policies." The Company evaluates the
performance of its operating segments based on operating results which
represents income or loss before interest income and expense and extraordinary
gain on early retirement of debt. There are no intersegment revenues.

     The table below presents information about the Company's segments for the
three years ended December 31, 2001, 2000 and 1999. Asset information by segment
is not reported, since the Company does not produce such information internally:

                                           Radiation      Surgical
                                            Therapy       Products       Totals
                                           ---------      --------      --------
Year ended December 31, 2001

Product revenues                            $  3,592       $ 1,584      $ 5,176
Services revenues                                922            --          922
Depreciation                                     (38)          (15)         (53)
Operating Loss                                (3,854)       (1,394)      (5,248)

Year ended December 31, 2000

Product revenues                            $  1,210       $ 3,097      $ 4,307
Depreciation                                     (34)          (86)        (120)
Operating Loss                                (2,962)       (1,671)      (4,633)

Year ended December 31, 1999

Product revenues                            $    292       $ 2,353      $ 2,645
Depreciation                                      (3)       (1,108)      (1,111)
Operating Loss                                  (844)       (3,350)      (4,194)


     The following are reconciliations of the operating loss amounts presented
above to corresponding totals in the accompanying financial statements:

Years ended December 31,
                                                2001          2000         1999
--- ----------------------------------------------------------------------------
         Total for reportable segments       $(5,248)   $   (4,633)     $(4,194)
         Corporate                            (2,038)       (1,497)      (1,603)
                                             --------   ----------      --------
            Loss from operations             $(7,286)   $   (6,130)     $(5,797)
                                             ========   ==========      ========

Geographical revenues are as follows:

Years ended December 31,
                                                2001          2000         1999
--------------------------------------------------------------------------------
         North America                       $ 5,487       $ 3,571      $ 2,225
         Asia                                    282           400          187
         Europe                                  329           336          233
                                             --------      --------     --------
         Total worldwide revenues            $ 6,098       $ 4,307      $ 2,645
                                             ========      ========     ========

                                             51

<PAGE>

16 :  Commitments

Leases

     The Company leases space under an operating lease which expires in
December, 2002. The Company incurred rent expense of $150,000, $94,000 and
$194,000 for the years ended December 31, 2001, 2000 and 1999, respectively.
Future minimum payments under this noncancelable operating lease as of December
31, 2001 are as follows:

<TABLE>
<CAPTION>

                                         Operating
                                          Leases
---------------------------------------------------
(in thousands)
<S>                                       <C>

2002                                       $   98
                                           ------
Total future minimum lease payments        $   98
                                           ======
</TABLE>

17 :  Subsequent Events

     On March 14, 2002, the assets of Assurance were sold to Medical Tactile
Inc., a privately held entity. As a result of these developments, UroMed
received a less than five percent equity position in Medical Tactile, Inc. The
Company does not consider this investment to be a marketable security and will
account for it under the cost method. This transaction does not generate any
gain or loss initially.

     On March 27, 2002 the Company entered into an agreement to defer the first
installment payment of $250,000 due on the note payable to shareholder from
March 27, 2002 to April 29, 2002.

                                       52

<PAGE>

                        UroMed Corporation

SCHEDULE II  Valuation and Qualifying Accounts and Reserves
<TABLE>
<CAPTION>
                     Balance at    Charged to              Balance at
                      beginning     costs and               end of
Description           of period      expenses   Write-offs   period
<S>                 <C>            <C>             <C>         <C>
Allowance for
  uncollectible
  accounts

Year ended
  December 31,
  2001              $   134,000        87,000      (19,000)      $   202,000
Year ended
  December 31,
  2000              $    30,000       104,000          --        $   134,000
Year ended
  December 31,
  1999              $     3,000        27,000          --        $    30,000


Deferred tax
  valuation allowance

Year ended
  December 31,
  2001              $48,174,000     2,997,000   (2,188,000)      $48,983,000
Year ended
  December 31,
  2000              $45,973,000     2,201,000          --        $48,174,000
Year ended
  December 31,
  1999              $44,849,000     1,124,000          --        $45,973,000





</TABLE>

                                       53

<PAGE>

Item 9.  Changes in and Disagreements with Accountants on Accounting and

Financial Disclosure

None.


PART III

Item 10.  Directors and Executive Officers of the Registrant

Executive Officers of the Registrant

The names of the Company's executive officers as of December 31, 2001 and
certain information about them are set forth below:

<TABLE>
<CAPTION>

Name                      Age                    Position
<S>                       <C>      <C>
Daniel Muscatello         46       President and Chief Executive Officer
Domenic C. Micale         37       Chief Financial Officer and Treasurer
Philip H. Heintz, PhD     58       Director and Chief Technology Officer
L. Lee Potts              50       Executive Vice-President

</TABLE>

     DANIEL MUSCATELLO, Director, President and Chief Executive Officer. Mr.
Muscatello joined the Company in February 1997 as Director of Marketing and was
appointed Vice President of Marketing and Sales in 1998. He was appointed
President and Chief Executive Officer in December 1999 at which time he was also
elected a member of the Company's Board of Directors. Prior to joining the
Company, Mr. Muscatello held management positions with Baxter Healthcare, the
former American Cyanamid, from 1993 to 1997 as Healthcare Consultant, Corporate
Account Executive and Region Manager. Prior to that, Mr. Muscatello was Director
of Marketing for Alcon Laboratories, Inc. Systems Division from 1991 to 1993.

     DOMENIC C. MICALE joined the Company in September 1996 as Accounting
Manager. In July 1998, he became Director of Finance and in November 1999 became
the Vice President of Finance and Administration and Treasurer, and in 2001
became Chief Financial Officer. Prior to joining the Company, he served in
Assistant Controller positions at both Sequoia Systems, Inc. during 1996, and at
TransNational Group from 1992 to 1995. Prior to then, from 1987 to 1991, he
served as, most recently, audit supervisor at Coopers & Lybrand in Boston. Mr.
Micale is a Certified Public Accountant and holds a B.S.B.A. from Northeastern
University and an M.B.A. from Boston University.

     PHILIP H. HEINTZ, PhD joined the Company upon its merger with SSGI Prowess
Systems on March 27, 2001. Dr. Heintz founded SSGI in 1987 and served as its
President and CEO. He has over 25 years experience in clinical diagnostic and
therapeutic physics and is a member of various professional organizations and
the developer of numerous treatment planning systems.

     L. LEE POTTS joined the Company upon its merger with SSGI on March 27,
2001. Mr. Potts joined Prowess in 1997 as Senior VP and later became President
of the company. Now, as UroMed's EVP, he is responsible for domestic and
international sales, business development, R&D, customer service and operations
at the Chico, California facility. He has held key management and marketing
positions throughout his career. He was Vice President of Marketing and Sales
for Option Care, Inc., and founded its managed care subsidiary. Option Care grew
from $18 million to $235 million under his direction and went public in 1991. He
has held executive management positions with Cigna Insurance and Miles
Pharmaceuticals, among others.

     Information relating to the Directors of the Company will be set forth in
the sections entitled "Election of Directors", "Background of Directors" and
"Director Compensation" of the 2002 Proxy Statement, which sections are
incorporated herein by reference. Information relating to compliance with
Section 16(a) of the Securities Exchange Act of 1934 will be set forth in the
section entitled "Reports of Beneficial Ownership" in the 2002 Proxy Statement,
which section is incorporated herein by reference.

                                   54

<PAGE>

Item 11.  Executive Compensation

     Information relating to executive compensation will be set forth in the
section entitled "Executive Compensation" in the 2002 Proxy Statement, which
section is incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

     Information relating to ownership of securities of the Company by certain
beneficial owners and management will be set forth in the section entitled
"Stock Ownership of Principal Stockholders and Management" of the 2002 Proxy
Statement, which section is incorporated herein by reference.

Item 13.  Certain Relationships and Related Transactions

     The information in the sections "Employment Agreements with Executive
Officers", "Director Compensation" and "Certain Relationships and Related
Transactions" in the 2002 Proxy Statement is incorporated herein by reference.

                                       55

<PAGE>



PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)(1) Index to Financial Statements

       The financial statements filed as part of this Annual Report on Form 10-K
       are listed above under Part II, Item 8.

(a)(2) Index to Financial Statement Schedules

       The financial statement schedule filed as part of this Annual Report on
       Form 10-K is listed above under Part II, Item 8.

(a)(3) Index to exhibits. The following documents are filed as exhibits to this
       Annual Report on Form 10-K.
<TABLE>
<CAPTION>

Exhibit No.               Description
<S>           <C>
  2.1         Agreement and Plan of Merger and Reorganization, dated as of March
              26, 2001 by and among UroMed, Merger Sub, SSGI, the stockholders
              of SSGI and the Trust.

              * (1) (Filed as Exhibit 2.1)

  3.2         Amended and Restated By-Laws of the Registrant
              *(a) (filed as Exhibit No. 3.2)

  3.3         Restated Articles of Organization of the Registrant
              *(b) (filed as Exhibit No. 3.3)

  10.1        Amended and Restated Registration Rights Agreement dated as of
              September 15, 1993 among the Registrant and certain of its
              security holders
              *(a) (filed as Exhibit No.10.1)

  10.2        Consulting Agreement dated as of November 3, 1993
              between the Registrant and Kenneth Thurston
              *(a) (filed as Exhibit No. 10.5)

  10.3        Amended and Restated 1991 Stock Option Plan of the
              Registrant
              *(c) (filed as Exhibit No. 4.3)

  10.4        UroMed Corporation 1995 Employee Stock Purchase Plan
              *(d) (filed as Exhibit No. 4.3)

  10.5        Forms of Nonstatutory Common Stock Option Agreements
              between the Registrant and its Directors
              *(a) (filed as Exhibit No. 10.7)

  10.6        Forms of Nonstatutory Common Stock Option Agreements
              between the Registrant and members of its Medical
              Advisory Board and its Scientific Advisory Board
              *(a) (filed as Exhibit No. 10.8)

  10.7        Forms of Incentive Stock Option Agreements between the
              Registrant and its Employees
              *(a) (filed as Exhibit No. 10.9)

  10.8        Form of Consulting, Confidentiality and Non-Competition Agreement
              between the Registrant and members of its Medical Advisory Board
              and its Scientific Advisory Board
              *(a) (filed as Exhibit No 10.10)

  10.9        Lease between the Company and Trustees of New England
              Industrial Center *(f)
              (filed as Exhibit No. 10.1)

  10.10       Employment Agreement between the Company and John G. Simon
              *(g) (filed as Exhibit No. 10.2)

</TABLE>
                                       56

<PAGE>

10.11         Asset Purchase Agreement, dated as of May 9, 1996, among the
              Registrant, Robert F. Rosenbluth and Donald B. Milder as Trustees,
              the ASI Liquidating Trust and the Indemnifying Beneficiaries named
              on Schedule A thereto. *(k) (filed as Exhibit 2.1)

10.12         Registration Rights Agreement, dated as of May 9, 1996, among the
              Registrant and certain of its Securityholders. *(l) (filed as
              Exhibit 4.4)

10.13         Indenture, dated as of October 15, 1996, by and between the
              Registrant, as issuer, and State Street Bank and Trust Company, as
              Trustee *(m) (filed as Exhibit 10.1)

10.14         Purchase Agreement, dated as of October 8, 1996, by and between
              the Registrant and the Purchasers (as defined therein) *(m) (filed
              as Exhibit 10.2)

10.15         Employment Agreement between the Registrant and Richard Epstein.
              *(n) (filed as Exhibit 10.24)

10.16         Employment Agreement between the Registrant and Alan West. *(n)
              (filed as Exhibit 10.25)

10.17         Employment Agreement between the Registrant and Robert Lorette.
              *(n) (filed as Exhibit 10.26)

10.18         Employment Agreement, dated as of March 17, 1997, between the
              Company and John G. Simon *(n) (filed as Exhibit 10.28)

10.19         Rights Agreement, dated as of July 2, 1997. *(o) (filed as Exhibit
              10.29)

10.20         Employment Agreement, dated as of December 1, 1999, between the
              Company and John G. Simon * (filed as Exhibit 10 to the 10K for
              the year ended December 31, 1999.)

10.21         Amendment to Employment Agreement, dated as of December 1, 1999,
              between the Company and Daniel Muscatello * (filed as Exhibit 10
              to the 10K for the year ended December 31, 1999.)

10.22         Contribution Agreement, dated as of April 14, 1999, between the
              Company and Assurance Medical, Inc. for the disposal of Assurance
              Medical, Inc. by the Company * (filed as Exhibit 10 to the 10K for
              the year ended December 31, 1999.)

10.23         Technology and Other Asset Purchase Agreement, dated as of July
              20, 1999, between the Company and The Procter & Gamble Company for
              the sale of Impress Softpatch(TM) assets to The Procter & Gamble
              by the Company * (filed as Exhibit 10 to the 10K for the year
              ended December 31, 1999.)

10.24         Registration Rights and Voting Agreement dated as of March 27,
              2001 by and among UroMed, the parent of Providence Merger
              Corporation, the stockholders of SSGI listed on the signature
              pages thereto, Philip Heintz as representative, and the Heintz
              Family Trust.

              * (2) (Filed as Exhibit 10.24)

10.25         Employment Agreement dated as of March 27, 2001 by and between
              UroMed and Philip Heintz.
              * (2) (Filed as Exhibit 10.25)

10.26         Employment Agreement dated as of March 27, 2001 by and between
              UroMed and L. Lee Potts.
              * (2) (Filed as Exhibit 10.26)

10.27         Letter Agreement with John Simon dated March 26, 2001.
              * (2) (Filed as Exhibit 10.27)

10.28         Promissory Note dated March 27, 2001 issued to Philip Heintz.

10.29         Amendment dated March 27, 2002 to Promissory Note dated March 27,
              2001, issued to Philip Heintz.

21            Subsidiaries of Registrant *(a) (filed as Exhibit No. 21)

23.1          Consent of PricewaterhouseCoopers LLP


                                       57

<PAGE>

All exhibit descriptions followed by an asterisk (*) were previously filed with
the Securities and Exchange Commission (the "SEC") as Exhibits to, and are
hereby incorporated by reference from, the document to which the letter in
parentheses following the asterisk corresponds, as set forth below. The Exhibit
number of the document in that previous filing is indicated in parentheses after
the incorporation by reference code:

(a) Registrant's Registration Statement on Form S-1, as amended, (Registration
No. 33-74282).

(b) Registrant's Annual Report on Form 10-K for its fiscal year ended December
31, 1994.

(c) Registrant's Registration Statement on Form S-8 filed with the Securities
and Exchange Commission on October 18, 1995 (Registration No. 33-98262).

(d) Registrant's Registration Statement on Form S-8 filed with the Securities
and Exchange Commission on October 18, 1995 (Registration No. 33-98264).

(e) Registrant's Quarterly Report on Form 10-Q for its fiscal quarter ended
September 30, 1994.

(f) Registrant's Quarterly Report on Form 10-Q for its fiscal quarter ended
March 31, 1994.

(g) Registrant's Registration Statement on Form S-3 (File No. 333-03843) filed
May 16, 1996.

(h) Registrant's Quarterly Report on Form 10-Q for its fiscal quarter ended
September 30, 1996.

(i) Registrant's Annual Report on Form 10-K for its fiscal year ended December
31, 1996.

(j) Registrant's Current Report on Form 8-K filed July 2, 1997.

+ An unexpired order granting confidential treatment to deleted portions of
Exhibit 10.15 was issued on July 19, 1994.

++ An unexpired order granting confidential treatment to deleted portions of
Exhibit 10.16 was issued on December 13, 1994.

+++ An unexpired order granting confidential treatment to deleted portions of
Exhibit 10.17 was issued on June 6, 1995.

++++ An unexpired order granting confidential treatment to deleted portions of
Exhibits 10.18 and 10.19 was issued on January 26, 1996.

(b)  Reports on Form 8-K

     (1) Form 8-K on December 10, 2001 for the issued press release noting that
         the Company announced a restructuring during its fourth quarter ended
         December 31, 2001.

     (2) Form 8-K on March 29, 2001 for the issued press release announcing the
         signing of the definitive agreement to acquire SSGI Prowess Systems.

     (3) Form 8-K/A on May 25, 2001 which amends the form 8-K filed by UroMed
         Corporation on March 29, 2001, solely to include the financial
         information related to the definitive agreement to acquire SSGI Prowess
         Systems.

                                       58

<PAGE>


SIGNATURES

Pursuant to the requirements to Section 13 of the Securities Exchange Act of
1934, the Registrant has duly caused this Annual Report on Form 10-K to be
signed on its behalf by the undersigned, thereunto duly authorized.

                               UroMed Corporation

Date:  April 1, 2002


                              By:  /s/ Daniel Muscatello
                                   -----------------------
                                   Daniel Muscatello
                                   President and Chief Executive Officer
                                   (Principle Executive Officer)

                              By:  /s/ Domenic C. Micale
                                   -----------------------
                                   Domenic C. Micale
                                   Chief Financial Officer, Treasurer
                                   (Principle Accounting and Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual
Report on Form 10-K has been signed below as of April XX, 2002 by the following
persons on behalf of the Registrant and in the capacities indicated.

/s/ John G. Simon              Chairman of the Board of Directors
----------------------------


/s/ Daniel Muscatello          President, Chief Executive Officer and Director
----------------------------


/s/ Elizabeth B. Connell, MD   Director
----------------------------


/s/ Richard A. Sandberg        Director
----------------------------


/s/ Thomas F. Tierney          Director
 ----------------------------


/s/ E. Kevin Hrusovsky         Director
----------------------------


/s/  Philip H. Heintz, PhD     Director and Chief Technology Officer
----------------------------
                                       59