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, 2000

                        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 02194
                    (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 9, 2001,  the  aggregate  market  value of the  registrant's  common
stock, no par value ("Common  Stock"),  held by non-affiliates of the registrant
was  $9,122,768  based on 4,707,311  shares held by such  non-affiliates  at the
closing  price  of a  share  of  Common  Stock  of  $1.938  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 498,059 shares of the 5,205,370  shares of Common
Stock outstanding on such date. On March 9, 2001, the registrant had outstanding
a total of 5,205,370 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,  2001 to be  filed  with  the
Securities  and  Exchange  Commission  on or prior to April 30,  2001 (the "2001
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 2001  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.

                                       1
<PAGE>

                               UROMED CORPORATION
                           ANNUAL REPORT ON FORM 10-K

Table of Contents

<TABLE>
<CAPTION>


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

1    Business                                                        3
2    Properties                                                     18
3    Legal Proceedings                                              19
4    Submission of Matters to a Vote of Security Holders            19

                                    Part II

5    Market For Registrant's Common Stock
      and Related Stockholder Matters                               19
6    Selected Financial Data                                        20
7    Management's Discussion and Analysis of
      Financial Condition and Results of Operations                 22
8    Financial Statements and Supplementary Data                    31
9    Changes in and Disagreements With Accountants on
      Accounting and Financial Disclosure                           50

                                    Part III

10    Directors and Executive Officers of the Registrant            50
11    Executive Compensation                                        50
12    Security Ownership of Certain
       Beneficial Owners and Management                             50
13    Certain Relationships and Related Transactions                50

                                    Part IV

14    Exhibits and Financial Statement Schedules                    51

</TABLE>

     CaverMap(R)  Surgical  Aid,  Symmetra(TM)  Iodine-125  seeds,   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.

                                       2
<PAGE>

PART I

Item 1.  Business

General

     UroMed Corporation (the "Company" or "UroMed") is dedicated to establishing
itself as a leader in providing interventional urological products, with primary
emphasis on the  treatment  of prostate  cancer.  The Company  seeks to market a
portfolio  of  products  including  its two main  proprietary  products  for the
treatment  of prostate  cancer:  the  CaverMap  Surgical  Aid,  available to aid
physicians in preserving  vital nerves during prostate  cancer surgery,  and the
Symmetra Iodine-125 ("Symmetra I-125") radioactive seeds used in a brachytherapy
procedure to treat localized  prostate cancer.  The Company's  product portfolio
also includes  brachytherapy  introducer needles.  The Company also continues to
dedicate  resources to the development  and/or acquisition of product lines that
fit into its strategic platform.

     The CaverMap Surgical Aid is used in radical  prostatectomies,  or surgical
removal of the  prostate,  to assist the  physician  in  locating  and  avoiding
nerves.  If the physician  avoids cutting  nerves,  certain adverse side effects
such as impotence and  incontinence  may be avoided.  The Company believes that,
because of the highly proprietary nature of CaverMap,  it is uniquely positioned
to offer  physicians the  opportunity  to optimize both surgical  procedures and
brachytherapy for prostate cancer treatment.

     The Company  received  regulatory  clearance by the FDA in November 1997 to
market the CaverMap  Surgical Aid in the U.S for use in prostate cancer surgery.
In  February  2000,  the U.S.  Food and Drug  Administration  (FDA)  cleared the
CaverMap Surgical Aid for U.S.  marketing and distribution for use in colorectal
surgery in men.  The CaverMap  Surgical  Aid will be used to assist  surgeons in
performing colorectal cancer surgery in identifying and sparing sensitive nerves
responsible for erectile function.


                                       3

<PAGE>

     The Symmetra  I-125 seed was cleared by the FDA for marketing in the United
States  in May  1999.  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 26, 2001,  the Company signed a definitive  acquisition  agreement
with SSGI Prowess Systems ("SSGI"). SSGI, founded in 1987 by Philip Heintz, PhD,
and  headquartered  in Chico,  California,  is 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 offers  external  beam  therapy  treatment
planning  systems and has a worldwide  installed  customer base in excess of 500
sites.  SSGI had  approximately  $3.8 million in revenue in calendar  year 2000.
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.

   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.  SSGI's market penetration in the
field of brachytherapy  treatment  planning is strong;  this is an area in which
the combined  company plans to expand  throughout the world.  The newly combined
company will also  capitalize on the external beam therapy  market  worldwide by
solidifying key distribution partnerships.

     Except as specifically mentioned, the Annual Report on Form 10-K does not
purport to describe the business, financial condition and financial results of
SSGI, which was acquired on March 27, 2001.


Markets

A.  Prostate Cancer

     UroMed is positioned to address the needs of the prostate  cancer market by
reason of its two complementary  product  offerings:  the CaverMap Surgical Aid,
used to map and monitor the  cavernosal  nerves during a radical  prostatectomy,
and the  Symmetra  I-125  seeds,  used in a  brachytherapy  procedure  to  treat
localized  prostate  cancer.  UroMed has a distinctive  approach in focusing its
efforts on prostate  cancer with product  offerings  addressing  the two largest
therapeutic segments of the market for prostate cancer treatments.

     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.

     Until recently,  the American Cancer Society and other health organizations
predicted  a continued  rise in  prostate  cancer  incidence  in the U.S.,  with
predictions  of the number of annual  cases as high as 300,000 to 350,000 by the
year 2000.  However,  the  incidence  rate peaked in 1992 at 191 per 100,000 and
declined  each year from 1993 through 1995.  This decrease in incidence  rate is
believed to be due to the "cull"  effect  associated  with the advent of the PSA
test.  A  significant  improvement  in  the  sensitivity  of a  diagnostic  test
generally leads to an increased number of detected cases of the disease that the
test is designed to detect.  Once these cases clear the system,  rates generally
fall back down to a level  similar to that seen before the improved  test.  That
appears  to be the case  with the PSA test and the  incidence  rate of  prostate
cancer.  The American Cancer Society  estimates that there was 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.
                                       4
<PAGE>

     Decisions  about which  treatment to pursue are made by the patient and the
physician, usually a urologist, 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 prostate,  the patient is
usually  guided  toward  chemotherapy  and  radiation  therapy.  For those  with
localized cancer of the prostate,  about 60% of those  diagnosed,  the treatment
options include:
     o Radical  Prostatectomy:  the surgical removal of the prostate and some of
     the surrounding  tissue.  Impotence and urinary  incontinence are potential
     complications.
     o 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.  Impotence and incontinence  occur slightly less often than
     after Radical Prostatectomy  surgery,  but damage to the rectum is a
     potential  complication.
     o  Brachytherapy  Radiation  Therapy:  an  alternative  method of radiation
     treatment,  where sealed sources of various  radioisotopes  are implanted
     in the prostate to kill the cancer cells during a one and  one-half  hour
     outpatient procedure. This procedure is discussed in more detail below.
     o  Watchful  Waiting:   careful   observation   without  further  immediate
     treatment.  This is considered an appropriate  option for men who have less
     aggressive  tumors,  are  older  than 70, or have  significant  co-existing
     illnesses.
     o 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, or  antiandrogens,  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.
     o Other Treatment  Options:  includes other experimental procedures.

     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.  The
two treatment options that the Company is focused on are:

1.  Brachytherapy

     The  permanent  implant  brachytherapy  procedure  involves  the  permanent
placement of 65 to 120 tiny pellets or "seeds" containing  radioactive  material
into the  prostate  surgically.  A  therapeutic  dose of  radiation is delivered
locally to the tumor and prostate tissue,  while minimizing  radiation dosage to
the surrounding  tissues.  Some  brachytherapy  treatments are complemented with
external beam radiation therapy  ("EBRT").  The concept of using small radiation
sources to treat cancer was introduced about a century ago, but it began to show
promise for treating prostate cancer only in the last decade.

     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 almost  45,000  brachytherapy  procedures  were
performed in the U.S. in 2000,  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.

     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
2000 for  brachytherapy for prostate cancer treatments is roughly 60% iodine and
40% palladium.

                                       5
<PAGE>

2.  Radical Prostatectomy

     In 2000, there were approximately 80,000 radical prostatectomies  performed
in the United States. Of this amount,  approximately  48,000 were  nerve-sparing
radical   prostatectomies   ("NSRP"),   or  approximately  60%  of  all  radical
prostatectomies  performed.  In 100 hospitals that are performing  more than 100
prostatectomies  annually, over 11,000 radical prostatectomies were performed in
1999. Of those, 8,400, or approximately 75%, were NSRP.

     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.

     The reported incidence rate of erectile  dysfunction after NSRP ranges from
30% to 90%.  This wide  range is likely  due to  variations  in the skill of the
surgeon, challenging anatomy, and the patient/physician  post-surgical reporting
process.  Physicians and patients consider erectile dysfunction as a significant
complication in determining the most  appropriate  course of treatment for their
disease.  In January  2000,  the  Journal of the  American  Medical  Association
published an article on the complications following a radical prostatectomy. The
article concludes that the radical  prostatectomy is associated with significant
(59.9%) erectile dysfunction.  The authors state that knowledge of these results
may be  particularly  helpful to  community-based  physicians and their patients
with prostate cancer who face difficult treatment options.

     Erectile  dysfunction  is no  longer a  "behind  closed  doors"  discussion
subject.  It has become a major discussion topic of the American public,  and is
widely  recognized  as a problem  with drastic  effects on quality of life.  The
introduction   of  Viagra  has  helped  to  bring  the  discussion  of  erectile
dysfunction  into  mainstream  daily  conversation.  Hundreds  of  thousands  of
patients,  who  previously  did not discuss their  impotence  problems,  are now
seeking  relief from erectile  dysfunction  with Viagra.  As a result of Viagra,
physician  visits are  increasing  and it is  estimated  that PSA testing  could
increase as a result. The Company believes the general awareness level of Viagra
will drive  patients to be more aware of erectile  dysfunction  and  potentially
enhance nerve sparing procedure volume over time.

B.   Colorectal Cancer Surgery

     According to the American  Cancer Society,  colorectal  cancer is the third
most  common  cancer  in  the  U.S.  with  130,200  cases   diagnosed  in  2000,
approximately 60% of which were in men. Seventy-three percent of newly diagnosed
colorectal  cancers  occur  in  persons  aged 65 and  older.  Colorectal  cancer
incidence  increased  from  1973  through  1985  particularly  in men  and  then
decreased  through  1995.  The reasons  for this trend are not well  understood.
However,  increased  polyp  removal,  advances  in  treatment  protocols,  newer
surgical  techniques,   and  changes  in  population  dietary  patterns  may  be
contributing factors.

     Treatment  options for colorectal cancer depend on the size and location of
the tumor and the stage of diagnosis. Colorectal cancers are treated using three
main approaches:
o        Surgery - removal of the tumor and nearby tissues including lymph
         nodes.
o        Radiation therapy - use of high energy rays to kill cancer cells.
o        Chemotherapy - use of drugs that kill cancer cells throughout the body.

                                       6
<PAGE>

     Surgery is the primary  treatment  for  colorectal  cancer.  Unfortunately,
impotence is a common  complication  as sensitive  nerve  bundles are  sometimes
damaged.  The CaverMap Surgical Aid may help colorectal cancer surgeons identify
the  location  of  these  nerve  bundles,  and,  in  doing  so,  may  aid in the
preservation of sexual function for their patients.

Products

A .  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 Symmetra  I-125 seed was cleared by the FDA 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") 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, a  subsidiary  of Bebig,
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.

B . 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.

C . CaverMap Surgical Aid

     The CaverMap Surgical Aid was cleared by the FDA for marketing for prostate
cancer  surgery in men in the United States in November  1997. The Company began
commercial  selling  efforts for this product during the second quarter of 1998.
The CaverMap  Surgical Aid was cleared by the FDA 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 NSRP. The system consists of a control unit,
reusable probe handle,  disposable probe tip,  disposable  tumescence sensor and
related   patient  and  ground  leads.   The  CaverMap   Surgical  Aid  is  used
intraoperatively  during  the  procedure  by  the  physician  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.

     Many clinical studies have been conducted to evaluate the CaverMap Surgical
Aid. The largest  study to date, a randomized  Phase 3,  multi-center  study was
conducted by Dr.  Laurence  Klotz et al, of Sunnybrook & Women's  College Health
Science Center.  The purpose of the study was to determine if the mapping of the
cavernous  nerve  during a radical  prostatecomy  using  CaverMap  Surgical  Aid
improved  potency  compared  to  conventional  nerve  sparing  techniques  in 61
patients.   Patient  self-reporting  and  nocturnal  erectile  testing  assessed
erectile  function  prior to  surgery  and during a  one-year  period  following
surgery. In all patients, nerve function was assessed immediately after prostate
removal. The single blinded study concluded that CaverMap assisted  prostatecomy
led to improved erectile function with no associated  adverse events. A CaverMap
stimulation immediately following removal of the prostate,  accurately predicted
the return of erectile function for patients.

                                       7
<PAGE>


     The Company now has an installed base of the CaverMap  Surgical Aid control
units in approximately 120 accounts  performing  radical  prostatectomies in the
United  States and 15 accounts  internationally,  primarily  in Europe.  Many of
these accounts are surgical  centers that perform  colorectal  cancer surgery as
well.  The  Company's  initial  strategy for  expanding  the use of the CaverMap
Surgical Aid in Colorectal  surgery is to expand the  colorectal  application of
the CaverMap Surgical Aid to these centers.

D.   Allosource Cadaveric Fascia Kits

     The first area in the  urologic  community  in which the Company  developed
customer relationships is female urinary incontinence.  The Company is presently
in this market with its product, the the Allosource Cadaveric fascia. The fascia
is used during a surgical  procedure to treat stress urinary  incontinence.  The
Company has competed in the fascia market since 1998,  and its supply of product
through  2000  was  based on a  supply  agreement  with  Allosource  of  Denver,
Colorado.


Competition and 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 affect
the market in 2000.

     At the end of 2000,  there were  eight  companies  supplying  brachytherapy
seeds for prostate  cancer  treatment in the United  States,  including  UroMed.
Several new competitors are expected to launch products in 2001.

     The Company  believes Nycomed Amersham was the market leader in iodine seed
for prostate cancer in 2000. Theragenics  Corporation's  "Theraseed" product was
the palladium market leader in 2000. Other  competitors are Mentor  Corporation,
which distributes an iodine seed manufactured by North American Scientific,  and
Imagyn Corporation which began competing in the iodine seed market during 1999.

     Although the Company anticipates  additional entries into the brachytherapy
seed market given the attractive market opportunities, the Company believes that
the number of additional  entries may perhaps be limited because of the barriers
to entry  such as the  long  lead  time  required  for  regulatory  review,  and
experience  required to design,  evaluate,  and manufacture a sealed radioactive
source of this size in substantial quantities.

     The Company is not aware of any  products  that  directly  compete with the
CaverMap  Surgical  Aid.  However,  competition  exists  in the  form  of  other
treatments  and therapies for prostate and colorectal  cancers,  as noted in the
"Markets" section above.

                                       8
<PAGE>

Marketing and Sales

A. Initial Positioning as "Prostate Cancer Leader"; Build on Prostate Cancer
   Base

     UroMed's near term marketing  strategy is to position  itself as the leader
in  providing  innovative  treatment  options for  prostate  cancer with urology
department  heads and the prostate  cancer teams  located at the large  academic
centers and  community  hospitals  treating  the vast  majority of the  prostate
cancer  patients in the United  States.  Given the  Company's  offerings  in the
largest therapeutic segments of the prostate cancer market, the Company believes
that it is  able  to take a more  comprehensive  approach  to the  treatment  of
prostate cancer than any of its competitors.

     In  the  longer  term,  the  Company   intends  to  leverage  its  customer
relationships  and its core  technologies  to expand  into other  interventional
therapeutic  areas  outside  of  prostate  cancer.  If such  expansion  requires
distribution outside of the urology/radiation  oncology markets,  UroMed intends
to  gain  such  distribution   through  corporate   partnerships  and  strategic
alliances.

B. Marketing Strategy

     UroMed is dedicated to  establishing  itself as a leader in the  innovative
treatment of prostate cancer with the introduction of the CaverMap Surgical Aid.
There are four elements to the Company's  marketing  strategy for CaverMap:  (1)
build a strong  clinical  data base and gain  endorsement  for the product  from
leaders in the field of urology as a potential  standard of care.  (2) establish
broader clinical education and experience in favor of the product,  (3) generate
patient  awareness  of and demand  for the  product;  and (4)  secure  favorable
reimbursement  for use of the device from insurers,  managed care  organizations
and other health care industry participants.

Sales Strategy and Organization

     The sales  organization  currently  consists of four sales  representatives
reporting  to the  Vice  President  of  Sales.  The  sales  representatives  are
currently  responsible for selling the CaverMap Surgical Aid, the Symmetra I-125
seeds,  and the UroMed  Prostate  Seeding  Needles.  The  efforts in selling all
products are supported by an  aggressive  effort on the part of the Symmetra and
CaverMap 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 CaverMap  Surgical  Aid, the Symmetra  I-125 seeds and the  Company's  other
existing  products from a technical  perspective;  (2) future projects;  and (3)
opportunistic  product  licensing   opportunities  which  leverage  our  growing
customer  relationships.  The Company  believes  that this  focused  approach to
expanding  the  UroMed  portfolio  should  position  the  Company as a leader in
prostate cancer therapies.

Manufacturing: Virtual Manufacturing  Strategy

     Currently,  all of the UroMed product  components are procured from outside
vendors with final  testing and  acceptance  occurring  at UroMed's  facility in
Norwood,  Massachusetts.  All orders for  UroMed's  products  are taken  through
UroMed's  customer  service  organization  and  finished  products  are  shipped
directly to medical  institutions.  Two  engineers are on-call 24 hours a day to
provide technical support for these products.

     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, at its facility in Berlin, Germany.

                                       9
<PAGE>

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 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,  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  Impress  Softpatch  was
cleared by the FDA 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").  The INTROL,  cleared for Rx marketing in the U.S. by the FDA in May
1995,  is a patented  intravaginal  device,  which is  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.

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  no  longer  has to  fund  the  development  of  this
technology. The Company is hopeful that it will eventually share in the benefits
related to this technology  through its equity  interest in Assurance,  although
there  can be no  assurance  that  the  Company  will  be  able  to do  so.  The
transaction did not have a material impact on the Company's  financial  position
or results of operations. The Company's recorded investment in Assurance is zero
and the Company does not intend to provide  additional  funding to Assurance and
does not participate in its management.

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.

                                       10
<PAGE>

     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.

Prostate Cancer

     The Company  presently  holds an  exclusive  license for two issued  United
States  patents.  A third United  States patent has been issued for the CaverMap
Surgical  Aid. The first two United  States  patents have been licensed from the
Brigham and Women's  Hospital with  exclusive  rights to the Company.  The third
United  States  patent is held  jointly by the  Company  and Brigham and Women's
Hospital.  International  patent  applications  are pending as well. The Company
believes that the issued  patents and allowed claims which cover both method and
device are a competitive  advantage for the Company. The Company has filed or is
in the process of filing additional  patents pertaining to the CaverMap Surgical
Aid.

     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.

Regulatory

Prostate Cancer

     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 U.S. Food and Drug  Administration  (FDA) cleared the
CaverMap  Surgical Aid for U.S.  marketing  and  distribution,  through a 510(k)
application,  for use in  colorectal  surgery in men. The CaverMap  Surgical Aid
will be used to assist  surgeons  in  performing  colorectal  cancer  surgery in
identifying and sparing sensitive nerves responsible for erectile function.

     The Company received regulatory  clearance by the FDA in May 1999 to market
the Symmetra I125 seed for a  brachytherapy  treatment in the U.S. The clearance
was through a 510(k) application.

Office-Based Continence Care Products

     FDA clearance to premarket the Impress Softpatch was granted in May 1996 on
the basis of a 510(k)  Notification  application  originally filed, based on the
clinical  trial data  compiled,  by  Advanced  Surgical  Intervention,  Inc.  in
September 1995.

     The INTROL was cleared for marketing in the United States by the FDA in May
1995 through a 510(k)  application  filed by Johnson & Johnson  Medical,  Inc. A
clinical  trial was  conducted  to support the safety and  effectiveness  of the
INTROL for the treatment of stress urinary incontinence.

                                       11
<PAGE>

Government Regulation

     The CaverMap  Surgical Aid, the Symmetra  I-125 seeds,  and the INTROL,  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,  generally  life-sustaining,   life-supporting  or
implantable  devices,  and also include all new or not substantially  equivalent
devices introduced after May 28, 1976.

     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)  Premarket  Notification
application.  The 510(k)  Premarket  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)Premarket Notification application
may require the submission of data including clinical data.

     Following submission of the 510(k) Premarket Notification application,  the
manufacturer   or  distributor   may  not  place  the  device  into   commercial
distribution  until an order is issued by the FDA. The FDA has no specific  time
limit by which it must respond to a 510(k) Premarket  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 or
reclassification  of the device.  A PMA,  which must prove that a device is safe
and effective,  must be supported by extensive data,  including  preclinical 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  sufficiently  complete,  the submission is declared  fileable by the FDA. By
regulation, the FDA has 180 days to review a PMA after it has been determined to
be fileable.  While the FDA has at times  responded to PMA's within the allotted
time  period,  PMA  reviews  more  often  occur  over a longer  time  period and
generally  take  approximately  two  years or more  from the date of  filing  to
complete.  A number of devices for which FDA marketing clearance has been sought
have never been cleared for marketing.

                                       12
<PAGE>

     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.

Employees

     As of December 31, 2000, the Company employed  approximately 21 individuals
on  a  permanent  basis,  which  includes  4  individuals  who  are  part  of  a
restructuring that occurred in December 2000.  Additionally,  33 individuals are
employed  with  SSGI,  which became a  subsidiary  of  UroMed as a result of the
transaction between UroMed and SSGI on March 27, 2001.

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

            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 similiar  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 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  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 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.

                                       13
<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:

Cashflow and Convertible Notes

     There can be no assurance  that the Company will generate  sufficient  cash
flow to pay interest and principal on its 6% Convertible  Subordinated Notes due
October 15, 2003 (the "Notes"),  of which $14,393,000 aggregate principal amount
was outstanding at December 31, 2000. The Company  expects its operating  losses
to continue over the  foreseeable  future and there can be no assurance that the
Company  will be  have  sufficient  cash  available  or  will  be able to  raise
sufficient cash to pay the principal of the Notes at October 15, 2003.

SSGI Acquisition

     On March 26, 2001, the Company  entered into an acquisition  agreement with
SSGI.  The Company  entered into this  acquisition  agreement with SSGI with the
expectation  that the  transaction  will 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.  Achieving  the benefits of the
acquisition will depend in part on the integration of the Company's  technology,
operations and personnel in a timely and efficient  manner so as to minimize the
risk that the transaction  will result in the loss of market  opportunity or key
employees or the diversion of the attention of  management.  The Company  cannot
provide  assurance  that  the  Company  will  successfully  integrate  the  SSGI
operations  and  personnel  with the  Company's  operations  and  personnel.  In
addition, the Company can not provide assurance that, following the transaction,
the  Company's  businesses  will achieve  revenues,  specific net income or loss
levels,  efficiencies  or synergies that justify the  acquistion  will result in
increased earnings in any future period.

Limited Operating History; History of Losses; Profitability Uncertain

     The Company has experienced  significant  operating  losses since inception
and, as of December 31, 2000, had an accumulated deficit of $109.1 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  or 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 OTCBB (over-the-counter
bulletin board).  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.

Dependence on Few Products

     The Company  expects to derive a  substantial  part of its revenues for the
next  several  years from sales of the  CaverMap  Surgical  Aid 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

                                       14
<PAGE>
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 generally. 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.

Lack of Distribution Experience

     The Company has limited experience in distributing units of its products to
its ultimate consumers. The Company ships all CaverMap related products directly
from its offices in Norwood,  Massachusetts.  The Symmetra  I-125 seed shipments
are shipped directly to customers from IPL's warehouse in Burbank, California or
Bebig's facility in Berlin, Germany.

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.

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.
                                       15
<PAGE>

Risk of Inadequate Funding; Future Capital Funding

     The Company  plans to continue to expend  substantial  funds on  marketing,
research and product  development,  seeking out  partnerships  that fit into its
strategic  platforms  and  pursuit of  regulatory  approvals.  In  addition, the
Company's Notes mature in October 2003.

     There can be no assurance 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.  In addition,  future sales of substantial
amounts of the Company's  securities in the public market could adversely affect
prevailing  market prices and could impair the Company's future ability to raise
capital through the sale of its securities.

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.

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.

                                       16
<PAGE>

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
Shareholder 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 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
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 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 Common
Stock.

Concentration of Ownership

     As of December 31, 2000,  directors and  executive  officers of the Company
and their affiliates  owned  approximately  16% 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.

                                       17
<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 two effective registration  statements on file with the Securities
and Exchange  Commission  initially covering the resale of up to an aggregate of
1,703,508  shares of Common Stock held by certain  current  shareholders  of the
Company.  Of  these  1,703,508  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.  The  remaining  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.  All of the shares  covered by these
registration  statements are freely  tradeable in the open market without volume
limitations  unless held by one of our  affiliates.  As of December 31, 2000 the
Company also had options  outstanding to purchase an aggregate of 491,943 shares
of Common Stock and had an additional 85,129 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 tradeable on the open market, subject in some cases to
the volume  limitations  imposed  by Rule 144 under the  Securities  Act.  As of
December 31, 2000,  the Company had reserved  218,076 shares of Common Stock for
issuance upon conversion of the Notes.

     As consideration  for the Company's  acquisition of SSGI in March 2001, the
Company will issue 2,114,036 shares of its common stock to SSGI stockholders and
other  related  parties.  The common stock will be  registered  with the SEC for
resale  within 60 days after the  closing and most of the shares will be subject
to limitations on the number of shares that can be sold in any year.


Item 2.  Properties

     The  Company   currently   leases   space  in  one   facility  in  Norwood,
Massachusetts.  This lease  commenced in 1997, has a five-year term and is for a
9,000  square  foot  area  which  occupies  all  administrative,   research  and
development, marketing and manufacturing staff of the Company.

     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.

                                       18
<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 2000 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 Equity 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,  2000 there were 307  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 low sales prices of the  Company's  common stock
as reported by Nasdaq.
<TABLE>
<CAPTION>
Year Ended December 31, 2000                           High         Low
- - - --------------------------------------------------------------------------
<S>                                                   <C>         <C>
First Quarter                                         $ 13.063    $  1.000
Second Quarter                                           4.875       1.781
Third Quarter                                            2.875       1.594
Fourth Quarter                                           2.563       0.531

Year Ended December 31, 1999                          High         Low
- - - --------------------------------------------------------------------------
First Quarter                                         $  2.125     $ 1.250
Second Quarter                                           2.000       1.188
Third Quarter                                            1.469       1.125
Fourth Quarter                                           1.313       0.969
</TABLE>


                                       19
<PAGE>

Item 6.  Selected Financial Data

                              Selected Financial Data
<TABLE>
<CAPTION>
Year Ended December 31,
                     2000         1999          1998         1997         1996
                  ----------  ------------   ----------  ------------  ---------
(in thousands,
except per share
amounts)
<S>                  <C>          <C>             <C>          <C>         <C>
Statement of
Operations Data:

Revenues          $  4,307     $ 2,645         $   837      $   503     $ 2,622
                  ----------  -------------  ------------ ------------ ---------
Costs and expenses:
 Cost of revenues    4,227       2,499           3,413        4,722       5,110
 Research and
  development        1,476       2,137           5,367       11,692    37,597(1)
 Marketing and
  sales              3,008       2,119           4,098       13,233       7,276
 General and
  administrative     1,555       1,767           4,175        5,514       2,816
 Restructuring         171        ( 80)          1,704          --          --
                  ----------  ------------   ----------  ------------  ---------
 Total costs
   and expenses     10,437       8,442          18,757       35,161      52,799
                  ----------  ------------   ----------  ------------  ---------
Loss from
operations         ( 6,130)    ( 5,797)        (17,920)     (34,658)    (50,177)

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

Interest (expense)
 income, net        (  146)    (   376)        ( 1,074)          25       2,517
                   ----------  ------------   ----------  ------------  --------
Loss before
 extraordinary
 gain on early
 retirement
 of debt           ( 6,276)      (5,501)       (18,994)      (34,633)   (47,660)

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

Net income
   (loss)       $  ( 5,017)  $    (2,480)   $    4,279    $ (34,633)   $(47,660)
                 ==========  =============  ===========  ============= =========

Basic and
diluted net
income (loss)
per share       $   (0.97)    $    (0.48)    $   0.81    $   (1.30)   $   (1.87)
                 ==========  =============  ===========  ============= =========

 Basic and
 diluted
 weighted average
 common shares
 outstanding        5,173          5,179         5,290        5,316       5,109
                 ==========  =============  ===========  ============= =========

(1)   Includes $30.2 million related to the acquisition of the Impress Softpatch
      technology and related expenses which was expensed immediately as in-
      process research and development.

                                       20
<PAGE>

As of December 31,
                      2000        1999          1998         1997         1996
                  ----------  ------------   ----------  ------------  ---------

<S>                 <C>            <C>            <C>       <C>            <C>

Balance Sheet
 Data:
   Cash, cash
    equivalents
    and short-term
    investments   $  10,233    $  17,862     $ 26,280    $  65,025   $ 101,638
   Working capital   10,806       18,271       24,290       60,907      98,013
   Total assets      13,668       21,876       33,606       76,593     110,488
   Long-term debt    14,393       17,393       24,756       69,000      69,000
   Accumulated
    deficit        (109,145)    (104,128)    (101,648)    (105,927)   ( 71,294)
   Total
    stockholders'
    equity (deficit) (1,981)       2,991         5,574       1,785      35,952
</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, 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                     0.02     ( 0.19)     ( 0.32)     ( 0.47)


Year Ended December 31, 1999
Revenues                                442        675         719         809
Net loss before extraordinary gain   (1,979)    (1,782)    (  619)      (1,121)
Extraordinary gain                      701         -           -        2,320
Net income (loss)                    (1,278)    (1,782)    (  619)       1,187
Basic and diluted net income
  (loss) per share                   ( 0.25)    ( 0.34)    ( 0.12)        0.23


</TABLE>




                                        21



<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 is  dedicated to  establishing  itself as a leader in providing
interventional  urological  products,  with primary emphasis on the treatment of
prostate cancer.  The Company seeks to market a portfolio of products  including
its two main  proprietary  products for the  treatment of prostate  cancer:  the
CaverMap  Surgical Aid,  available to aid physicians in preserving  vital nerves
during prostate cancer surgery,  and the Symmetra I-125 radioactive  seeds, used
in a brachytherapy  procedure to treat localized  prostate cancer. The Company's
product  portfolio  also  includes  brachytherapy  introducer  needles.  UroMed,
through its  approximate  one-third  ownership  of  Assurance  Medical  Inc. has
supported the  development  of electronic  palpation  technology in order to aid
physicians in the important mission of finding  suspicious breast lumps earlier.
The Company also  continues  to dedicate  resources  to the  development  and/or
acquisition of product lines that fit into its strategic platform.

     On March 26, 2001,  the Company signed a definitive  acquisition  agreement
with SSGI Prowess Systems ("SSGI"). SSGI, founded in 1987 by Philip Heintz, PhD,
and  headquartered  in Chico,  California,  is 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.  SSGI's market penetration in the
field of brachytherapy  treatment  planning is strong;  this is an area in which
the combined  company plans to expand  throughout the world.  The newly 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 newly combined company achieves
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 in two annual
installments  in 2002 and 2003. The common stock will be registered with the SEC
for resale  within 60 days  after the  closing  and most of the  shares  will be
subject to limitations on the number of shares that can be sold in any year. The
transaction  will be accounted  for in  accordance  with the purchase  method of
accounting during the quarter ended March 31, 2001.


     Except as  specifically  mentioned on the financial  report,  the Form 10-K
does not purport to describe  the business  financial  condition  and  financial
results of SSGI, which was acquired on March 27, 2001.

                         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 is 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.

                                      22
<PAGE>


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 is 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  has 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 has 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 is
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.
                                       23
<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.

                                   24
<PAGE>

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.

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 9 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:
---------------------------------------------------- ---------------------------
                       Aggregate Principal    Cost of Notes    Extraordinary
                          Repurchased          Repurchased        Gain
Years ended:
-------------------- ----------------------- ---------------- ------------------
-------------------- ----------------------- ---------------- ------------------
December 31, 2000         $3,000,000           $1,679,000       $1,259,000

-------------------- ----------------------- ---------------- ------------------
-------------------- ----------------------- ---------------- ------------------
December 31, 1999        $ 7,363,000          $ 4,179,000      $ 3,021,000

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

     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.



                              Results of Operations
                    Years Ended December 31, 1999 versus 1998

Revenues

     The Company's  revenues increased by 216% to $2.6 million from $0.8 million
for 1999 as compared to 1998.  The  increase is primarily  due to the  increased
sales in 1999 of the CaverMap Surgical Aid, as 1998 sales levels of this product
were relatively insignificant.  Additionally, the Company commenced shipments of
its  Symmetra  I-125 seed during the third  quarter of 1999 and  recorded  total
related  revenues  of $0.2  million  in  1999.  Revenues  in 1998  were  derived
primarily from sales of the Company's  previously  marketed line of incontinence
products, which are currently not actively marketed by the Company.

Cost of Revenue

     Cost of revenues  decreased  by 27% to $2.5  million  from $3.4 million for
1999 as compared to 1998.  The decrease is the result of  reductions in salaries
and related  expenses of $0.5 million  primarily as the result of the  headcount
reduction  from  the  1998   restructuring,   facilties  and   corporate-related
allocation  reductions  of  $0.4  million,  and  a  $0.5  million  reduction  in
depreciation  expense. All the reductions are partially offset by an increase of
$0.5 million in variable  product costs due to the increased  revenue  levels in
1999 as compared to 1998.
                                       25
<PAGE>

Research and Development

     Research  and  development  expenses  decreased by 60% to $2.1 million from
$5.4 million for 1999 as compared to 1998. The decrease in 1999 is the result of
the  following:  a $1.5 million  decrease in expenses  related to the April 1999
disposal of the Assurance group into a separate corporation; a reduction of $0.8
million in  incontinence  surgical  related  prototype,  design  and  consulting
expenses;  a decrease of $0.5 million in salary and related  expenses  primarily
the result of the headcount reduction from the 1998 restructuring; a decrease of
$0.3  million  in  administrative  and  corporate-related  expenses;  and a $0.2
million  reduction in clinical study related  expenses on behalf of the CaverMap
Surgical Aid.

Marketing and Sales

     Marketing  and  sales  expenses  decreased  48% to $2.1  million  from $4.1
million for 1999 as compared to 1998.  The decrease in 1999 is the result of the
following: $0.6 million in reduced Assurance Medical related expenses due to the
disposal; $0.6 million in salaries and related expenses partially as a result of
the 1998  restructuring  and partially the result of employee  attrition  during
1999; $0.4 million in reduced public relations and product  literature  expenses
for incontinence  surgical products which were actively marketed in 1998 and not
in 1999; and $0.4 million in administrative  and other marketing program related
expenses.

General and Administrative

     General and  administrative  expenses decreased by 58% to $1.8 million from
$4.2  million for 1999 as compared  to 1998.  The  decrease is the result of the
following: 1998 included a $1.0 million charge for the write-off of the carrying
value of the Company's investment in Medworks Corporation (see Item 8: Financial
Statements and Supplementary  Data, footnote 6 to the financial  statements);  a
decrease  from  1998 to  1999 of $0.7  million  in  finance  and  administrative
expenses;  a decrease  from 1998 to 1999 of $0.3  million in  Assurance  Medical
related  expenses due to the disposal;  and a decrease from 1998 to 1999 of $0.3
million in systems related expenses.


                                       26
<PAGE>
Restructuring

     During the year ended  December  31,  1998,  the  Company  recorded a total
charge of $1.7 million  representing the cost of restructuring its operations to
shift its strategic  emphasis to the  hospital-based  business and away from the
consumer-oriented continence care business, which the Company has concluded will
be best  approached by entering into a partnership or other  arrangement  with a
larger  company.  During  the  first  quarter  of 1998,  a plan to  effect  this
restructuring  was  adopted by the Board of  Directors  and,  at that time,  the
Company recorded a restructuring  charge of $1.0 million.  This charge consisted
of $0.6  million of employee  termination  benefits and $0.4 million of costs to
exit two of the Company's leased facilities.  The employee  termination benefits
related to the termination of 40 employees, all of which have been terminated as
of December 31, 1998,  across all functional areas of the Company.  The facility
exit costs include the write-off of $0.1 million of leasehold improvements, with
the remainder  representing  certain  contractual  lease payments related to the
leased facilities.

     During the fourth quarter of 1998, the Company made certain  changes to its
restructuring  plan and, as a result,  an additional  charge of $0.7 million was
recorded   at  that  time,   representing   additional   facility   exit  costs.
Specifically,  the  Company  decided  not to abandon  one of the  aforementioned
facilities  slated for closure and, at that same time,  committed to  abandoning
one of the facilities that it had previously expected to keep open. The facility
exit costs include the write-off of $0.5 million of leasehold improvements, with
the remainder  representing  certain  contractual  lease payments related to the
abandonment of the leased facility.

     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  liability during
1999. All remaining restructuring accruals were paid in cash in 1999.

     During the year ended  December 31, 1999,  the activity with respect to 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)     $    --
                          =============   ==========  ==========  ============

    As compared to 1998, 1999 cost savings from the 1998 restructuring amounted
to approximately $2.7 million, which was in line with management's estimate. The
major reductions from 1998 expenditure  levels were as follows:  $1.6 million in
reduced employee expenses,  $0.4 million in reduced public relations and selling
costs, $0.4 million in clinical and regulatory expenses, $0.1 million in reduced
distribution  costs  and $0.2  million  in  reduced  facility  costs  (including
amortization).
                                       27
<PAGE>

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.

Interest Income and Interest Expense

     Interest income decreased by 59% to $1.2 million from $2.8 million for 1999
as compared to 1998.  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 the Notes (see Note 9 to the Financial Statements).

     Interest  expense  decreased 61% to $1.5 million from $3.9 million for 1999
as compared to 1998 as a result of the reduction in outstanding Notes due to the
repurchases during 1998 and 1999.

Extraordinary Gain on Early Retirement of Debt

     During  1999 and 1998,  the Company  repurchased  some of its Notes for the
applicable periods as follows:

---------------------------------------------------- ---------------------------
                       Aggregate Principal    Cost of Notes    Extraordinary
                          Repurchased          Repurchased        Gain
Years ended:
-------------------- ----------------------- ---------------- ------------------
-------------------- ----------------------- ---------------- ------------------
December 31, 1999         $7,363,000           $4,179,000       $3,021,000

-------------------- ----------------------- ---------------- ------------------
-------------------- ----------------------- ---------------- ------------------
December 31, 1998        $44,244,000          $19,321,000      $23,273,000

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

     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 $163,000  and  $1,650,000  in 1999 and 1998,  respectively,
relating to deferred  financing  fees  written off and other fees  incurred as a
result of the repurchases.

     Of the  $44,244,000 of Notes  repurchased in 1998,  $34,924,000  represents
Notes  repurchased  as part of the  Company's  announced  tender offer which was
completed on October 22, 1998.  The remaining  $9,320,000 of  repurchased  Notes
occurred in open market  transactions  with persons who were not  affiliates of
the Company.

                         Liquidity and Capital Resources

     At December 31, 2000, the Company had cash, cash equivalents and marketable
securities  totaling  $10.2  million,  a decrease of $7.7 million,  or 43%, from
$17.9  million at December 31, 1999. At December 31, 2000,  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 $6.2 million for the year ended
December  31, 2000 was  primarily a result of the $6.3  million  loss before the
extraordinary gain on the early retirement of debt and decreases of $0.2 million
in accounts  payable and accrued expenses , partially offset by depreciation and
amortization of $0.4 million.

     Net cash  provided by investing  activities  was $10.3 million for the year
ended  December  31, 2000,  primarily as a result of $10.2  million from the net
proceeds of sales of investments.

     Net cash used in financing  activities  was $1.6 million for the year ended
December  31,  2000,  primarily  as a result of the $1.7 million of cash used to
repurchase $3.0 million in aggregate principal amount of Notes.

                                   28
<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 amount of its Notes. The outstanding principal balance of the Notes at
December 31, 2000 was $14.4  million.  The Company is  considering  from time to
time additional  repurchases of its Notes.  Any repurchases of Notes may be made
on the open market or in privately negotiated transactions. The Company plans to
fund such purchases from its working capital, although the company may choose to
fund these  purchases by issuing shares of its common stock if it could do so on
attractive terms.

     The Board of Directors of the Company  authorized a Common Stock repurchase
program  in 1998 (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.  As of December 31, 2000, the
Company had  repurchased  approximately  240,000  shares of its Common Stock for
approximately $573,000 as part of the Repurchase program.  Purchases pursuant to
the Repurchase program may be made on the open market or in privately negotiated
transactions. The Company plans to fund such purchases from its working capital.

     The Company's future long-term liquidity and capital requirements depend on
numerous factors,  including,  but not limited to:  development of the Company's
marketing  capability,  market  acceptance of the CaverMap  Surgical Aid and the
Symmetra I-125 seed,  development of  partnerships  and alliances for its assets
and technology in incontinence and breast cancer, and integration and leveraging
the acquired SSGI business.

     The Company has incurred losses before  extraordinary  items of $6,276,000,
$5,501,000 and  $18,994,000 in the years ended December 31, 2000, 1999 and 1998,
respectively,  and anticipates  that it will incur a net loss for the year ended
December  31,  2001.  The Company  also has  incurred  negative  cash flows from
operations  of  $6,218,000,  $7,158,000  and  $18,035,000  for the  years  ended
December  31,  2000,  1999 and 1998.  At December  31,  2000,  the Company had a
stockholders' deficit, particularly reflecting its long-term debt outstanding of
$14,393,000,  which is due on October 15, 2003,  and did not have any additional
available  credit  facilities.  On March 26,  2001,  the Company  completed  the
acquisition of SSGI Prowess Systems,  Inc.  ("SSGI") (see Note 16). For the year
ended December 31, 2000, SSGI incurred a net loss of approximately $1,100,000.

     During the year ended December 31, 2000, 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.
The Company currently  anticipates that its available cash will be sufficient to
meet its  anticipated  working  capital  and  capital  expenditure  requirements
through  December 31, 2001.  The Company's  future  beyond  December 31, 2001 is
dependent  upon its ability to achieve  break-even  or positive  cash flows from
operations,  to leverage the  acquisition of SSGI,  and/or to obtain  additional
funding.  There  is no  assurance  that  the  Company  will be  able to  achieve
break-even  or positive  cash flows or that it will be  successful  in obtaining
additional funding on terms acceptable to the Company, if at all.

                         Recent Accounting Pronouncements

     In June 1998, the Financial Accounting Standards Board issued Statement No.
133, "Accounting for Derivative Instruments and Hedging Activities" ("FAS 133").
This  statement was amended by the issuance of Statement  No. 137,  "Deferral of
the Effective Date of FASB Statement No. 133",  which changed the effective date
of FAS 133 to all fiscal  years  beginning  after June 15, 2000 (fiscal 2001 for
the Company) and requires  that all  derivative  instruments  be recorded on the
balance  sheet at their  fair  value.  This  statement  was  further  amended by
Statement No. 138,  "Accounting for Certain  Derivative  Instruments and Certain
Hedging  Activities - an Amendment of FASB  Statement  No. 133".  Changes in the
fair value of derivatives are recorded each period in current  earnings or other
comprehensive income, depending on whether a derivative is designated as part of
a hedge transaction and, if it is, the type of hedge transaction.  The Company's
management  anticipates  the  adoption  of FAS 133 will  not have a  significant
effect on the  Company's  results of operations  or financial  position,  as the
Company currently does not utilize derivative instruments.

     In December  1999,  the U.S.  Securities  and Exchange  Commission  ("SEC")
issued Staff Accounting  Bulletin No. 101 ("SAB 101"),  "Revenue  Recognition in
Financial  Statements".  SAB 101 summarizes the SEC's view in applying generally
accepted  accounting  principles  to  selected  revenue  recognition  issues  in
financial statements. In June 2000, the SEC issued Staff Accounting Bulletin No.
101B, an amendment to SAB 101, which delays the  implementation  of SAB 101. The
application  of the  guidance in SAB 101 was  required in the  Company's  fourth
quarter  of fiscal  2000.  The  application  of SAB 101 did not have a  material
impact on the Company's financial position and results of operations.
                                       29
<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, 2000 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.




                                     30

<PAGE>

Item 8.  Financial Statements and Supplementary Data

Index to the Financial Statements:
<TABLE>
                                                                     Page
                                                                    ------
     <S>                                                             <C>
     Report of Independent Accountants................................32

     Balance Sheet at December 31, 2000 and 1999..................... 33

     Statement of Operations for each of the three years
       in the period ended December 31, 2000..........................34

     Statement of Stockholders' Equity (Deficit) for each of the
       three years in the period ended December 31, 2000 .............35

     Statement of Cash Flows for each of the three years
       in the period ended December 31, 2000 .........................36

     Notes to the Financial Statements................................37-48



     Financial Statement Schedule:
       II - Valuation and Qualifying Accounts and Reserves............49

</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.

                                       31
<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 at December 31, 2000 and 1999, and the results of its operations and
its cash flows for each of the three years in the period ended December 31, 2000
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.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts
March 27, 2001

                                       32
<PAGE>

Balance Sheet

<TABLE>
<CAPTION>
December 31,                                               2000         1999

- - - --------------------------------------------------------------------------
(in thousands)
<S>                                                        <C>          <C>
  Assets

  Current assets:

     Cash and cash equivalents                          $   5,974    $   3,485
     Marketable securities                                  4,259       14,377
     Accounts receivable, net of allowance for
      uncollectible accounts of $134 and $30,
      respectively                                            654          585
     Inventories                                              684          841
     Prepaid expenses and other current assets                491          475
                                                          ----------------------
       Total current assets                                12,062       19,763
  Fixed assets, net                                            54          143
  Other assets                                              1,552        1,970
                                                          ----------------------
  Total assets                                          $  13,668    $  21,876
                                                          ======================
  Liabilities and Stockholders' Equity (Deficit)

  Current liabilities:

     Accounts payable                                   $     267    $     145
     Accrued expenses                                         989        1,347
                                                          ----------------------

       Total current liabilities                            1,256        1,492


  Convertible subordinated notes                           14,393       17,393
                                                          ----------------------
        Total liabilities                                  15,649       18,885
                                                          ----------------------
  Commitments (Note 15)

  Stockholders' equity (deficit):
     Preferred stock, $.01 par value; 500 shares
       authorized; none issued                                --          --
     Common stock, no par value; 10,000 shares
       authorized; 5,440 and 5,374  shares issued,
       5,200 and 5,134 shares outstanding at
       December 31, 2000 and 1999, respectively            108,138     107,737
     Accumulated other comprehensive loss                     (103)        (45)
     Deferred stock compensation                              (298)         --
     Accumulated deficit                                  (109,145)   (104,128)
     Common stock held in treasury, 240 shares,
       at cost                                                (573)       (573)
                                                          ----------------------
        Total stockholders' equity (deficit)              (  1,981)      2,991
                                                         -----------------------
  Total liabilities and stockholders' equity (deficit)  $   13,668    $ 21,876
                                                        ========================
</TABLE>
The accompanying notes are an integral part of these financial statements.

                                             33
<PAGE>

<TABLE>
<CAPTION>

Statement of Operations

Year Ended December 31,                          2000       1999        1998
- - - --------------------------------------------------------------------------
(in thousands, except per share data)
<S>                                          <C>        <C>         <C>
Revenues                                     $  4,307      $2,645    $    837
                                             --------------------------------

Costs and expenses:
   Cost of revenues                             4,227       2,499       3,413
   Research and development                     1,476       2,137       5,367
   Marketing and sales                          3,008       2,119       4,098
   General and administrative                   1,555       1,767       4,175
   Restructuring                                  171       (  80)      1,704
                                             --------------------------------
     Total costs and expenses                  10,437       8,442      18,757
                                             --------------------------------
Loss from operations                          ( 6,130)    ( 5,797)    (17,920)

Gain on sale of assets                            --          672         --
Interest income                                   847       1,151       2,837
Interest expense                               (  993)     (1,527)     (3,911)
                                             --------------------------------

Loss before extraordinary gain on early
retirement of debt                             ( 6,276)   ( 5,501)    (18,994)

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

Net income (loss)                              ( 5,017)    (2,480)       4,279

Other comprehensive income (loss):
   Unrealized gain (loss) on investments
   available-for-sale                          (    58)      (45)      (   66)
                                             ---------------------------------

Total comprehensive income (loss)             $ (5,075)   $(2,525)    $ 4,213
                                             =================================


Basic and diluted net income (loss)
per share:

      Loss before extraordinary gain on
      early retirement of debt                $  (1.21)   $ (1.06)   $  (3.59)



      Extraordinary gain on early retirement
      of debt                                     0.24       0.58         4.40
                                             ----------------------------------
      Net income (loss)                       $  (0.97)    ($0.48)    $   0.81
                                             ==================================


Basic and diluted weighted average common
shares outstanding                               5,173      5,179      5,290
                                             ==================================

The accompanying notes are an integral part of these financial statements.
</TABLE>

                                       34
<PAGE>
Statement of Stockholders' Equity (Deficit)
<TABLE>
<CAPTION>
           For the Three Years in the Period Ended December 31, 2000
                                 (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, 1997     5,341  $107,646      $66         $--    $(105,927)   $ --       $1,785
   Repurchase of common stock    --        --        --          --         --      (511)        (511)
   Issuance of common stock
    options for services         --         48       --          --         --        --           48
   Issuance of common stock
    upon exercise of stock
    options                       25        46       --          --         --        --           46
   Issuance of common stock
    under employee stock
    purchase plan, net of
    cancellations                  1        (7)      --          --         --        --           (7)
   Net unrealized loss on
    investments available-
    for-sale                     --        --       (66)         --         --        --          (66)
   Net income                    --        --        --          --        4,279      --        4,279
- - --------------------------------------------------------------------------------------------------
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)
======================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.

                                       35
<PAGE>

Statement of Cash Flows
<TABLE>
<CAPTION>
Year Ended December 31,                          2000        1999        1998
--------------------------------------------------------------------------------
(in thousands)
<S>                                            <C>         <C>         <C>
Increase (Decrease) in Cash and Cash
 Equivalents
Cash flows from operating activities:
   Net income (loss)                          $(5,017)     $ (2,480)   $  4,279
   Adjustments to reconcile net income (loss)
    to net cash used in operating activities:
     Depreciation and amortization                371         1,247       2,151
     Provision for uncollectible accounts         104            27           3
     Gain on equity securities received
      in settlement                              (154)          --          --
     Gain on sale of assets                       --         (  672)        --
     Stock compensation expense                     5           --           48
     Extraordinary gain on early retirement
      of debt                                  (1,259)       (3,021)    (23,273)
     Write-off of investment in Medworks
      Corporation                                 --            --        1,000
     Non-cash portion of restructuring charges    --            --          638
     Increases (decreases) resulting from
      changes in assets and liabilities:
        Inventories                               157          (419)    (   135)
        Accounts receivable                      (173)         (388)    (     3)
        Prepaid expenses and other assets        ( 16)          332     (   211)
        Accounts payable and accrued expenses    (236)       (1,784)    ( 2,532)
                                              ----------------------------------
         Net cash used in operating
          activities                           (6,218)      ( 7,158)    (18,035)
                                              ----------------------------------
Cash flows from investing activities:
   Sales/maturities (purchases)of
    marketable securities                      10,214           282      38,248
   Purchases of fixed assets                      (31)         (  7)    (   554)
   Disposal of fixed assets                        --            46         --
   Net proceeds from sales of fixed assets         --         3,317          82
   (Increase) decrease in other assets            105         ( 304)         37
                                              ----------------------------------
         Net cash provided by investing
          activities                           10,288         3,334      37,813
                                              ----------------------------------
Cash flows from financing activities:
   Repurchase of convertible subordinated
    notes, including transaction costs         (1,679)     ( 4,209)     (19,737)
   Repurchase of common stock                      --         ( 62)     (   511)
   Proceeds from issuance of common stock,
    net of issuance costs                          98            4           39
                                             -----------------------------------
         Net cash used in financing
          activities                           (1,581)     ( 4,267)     (20,209)
                                             -----------------------------------
Net increase (decrease) in cash and cash
 equivalents                                    2,489      ( 8,091)     (   431)
Cash and cash equivalents, beginning of year    3,485       11,576       12,007
                                             -----------------------------------
Cash and cash equivalents, end of year        $ 5,974     $  3,485    $  11,576
                                             ===================================
Supplemental disclosure of cash flow
 information:
   Interest paid                              $   940      $ 1,469      $ 4,114
                                             ===================================
</TABLE>
    The accompanying notes are an integral part of these financial statements.

                                       36
<PAGE>
Notes to Financial Statements

1 : Nature of Business and Basis of Presentation

     UroMed  Corporation  (the  "Company"),  a  Massachusetts  corporation,  was
incorporated in October 1990 and is dedicated to establishing itself as a leader
in providing interventional  urological products, with a primary emphasis on the
treatment  of  prostate  cancer.  The Company has also  developed  and  acquired
technology in urinary incontinence products and in breast cancer detection.

    The Company has incurred losses before  extraordinary  items of $6,276,000,
$5,501,000 and  $18,994,000 in the years ended December 31, 2000, 1999 and 1998,
respectively,  and anticipates  that it will incur a net loss for the year ended
December  31,  2001.  The Company  also has  incurred  negative  cash flows from
operations  of  $6,218,000,  $7,158,000  and  $18,035,000  for the  years  ended
December  31,  2000,  1999 and 1998.  At December  31,  2000,  the Company had a
stockholders' deficit, particularly reflecting its long-term debt outstanding of
$14,393,000,  which is due on October 15, 2003,  and did not have any additional
available  credit  facilities.  On March 26,  2001,  the Company  completed  the
acquisition of SSGI Prowess Systems,  Inc.  ("SSGI") (see Note 16). For the year
ended December 31, 2000, SSGI incurred a net loss of approximately $1,100,000.

     During the year ended December 31, 2000, 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.
The Company currently  anticipates that its available cash will be sufficient to
meet its  anticipated  working  capital  and  capital  expenditure  requirements
through  December 31, 2001.  The Company's  future  beyond  December 31, 2001 is
dependent  upon its ability to achieve  break-even  or positive  cash flows from
operations,  to leverage the  acquisition of SSGI,  and/or to obtain  additional
funding.  There  is no  assurance  that  the  Company  will be  able to  achieve
break-even  or positive  cash flows or that it will be  successful  in obtaining
additional funding on terms acceptable to the Company, if at all.

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
disclosure 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, 2000 and 1999, 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 and determinable and  collectibility  is reasonably  assured.  The Company
accrues anticipated product warranty costs at that time.

Major Customers

     During the years ended December 31, 2000,  1999 and 1998, 9%, 7% and 29% of
total  revenues,  respectively,  had been  derived  from the  Company's  foreign
distributors. Foreign distributor revenue was from the Company's distributor for
Japan.  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 has been recognized
as revenue during the year ended December 31, 2000.

                                       37
<PAGE>
Inventories

     Inventories  are  stated  at the  lower  of  cost  or  market,  cost  being
determined using the first-in,  first-out method.

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 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,  2000 and 1999 are
$228,000 and $381,000,  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 9).

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 Income (Loss) Per Share

     Net  income  (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 income (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 income (loss) per
share are the same due to the  antidilutive  effect of  potential  common  stock
shares.  Antidilutive  potential  common stock excluded from the 2000,  1999 and
1998  computations   included  491,943,   312,975  and  371,158  common  shares,
respectively,  issuable upon the exercise of  outstanding  common stock options,
and 216,729, 261,903 and 372,775 common  shares,respectively,  issuable upon the
conversion of the Company's Notes (see Note 9).

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 12).

Comprehensive Income (Loss)

     SFAS No.  130,  "Reporting  Comprehensive  Income,"  requires a full set of
general  purpose  financial  statements to be expanded  include the reporting of
comprehensive  income  (loss).  Comprehensive  income (loss) is comprised of two
components,  net income  (loss)and other  comprehensive  income (loss).  For the
years ended December 31, 2000,  1999 and 1998, 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 for those years.





                                       38
<PAGE>
Recent Accounting Pronouncements

     In June 1998, the Financial Accounting Standards Board issued Statement No.
133, "Accounting for Derivative Instruments and Hedging Activities" ("FAS 133").
This  statement was amended by the issuance of Statement  No. 137,  "Deferral of
the Effective Date of FASB Statement No. 133",  which changed the effective date
of FAS 133 to all fiscal  years  beginning  after June 15, 2000 (fiscal 2001 for
the Company) and requires  that all  derivative  instruments  be recorded on the
balance  sheet at their  fair  value.  This  statement  was  further  amended by
Statement No. 138,  "Accounting for Certain  Derivative  Instruments and Certain
Hedging  Activities - an Amendment of FASB  Statement  No. 133".  Changes in the
fair value of derivatives are recorded each period in current  earnings or other
comprehensive income, depending on whether a derivative is designated as part of
a hedge transaction and, if it is, the type of hedge transaction.  The Company's
management  anticipates  the  adoption  of FAS 133 will  not have a  significant
effect on the  Company's  results or operations  or financial  position,  as the
Company currently does not utilize derivative instruments.

     In December  1999,  the U.S.  Securities  and Exchange  Commission  ("SEC")
issued Staff Accounting  Bulletin No. 101 ("SAB 101"),  "Revenue  Recognition in
Financial  Statements".  SAB 101 summarizes the SEC's view in applying generally
accepted  accounting  principles  to  selected  revenue  recognition  issues  in
financial statements. In June 2000, the SEC issued Staff Accounting Bulletin No.
101B, an amendment to SAB 101, which delays the  implementation  of SAB 101. The
application  of the  guidance in SAB 101 was  required in the  Company's  fourth
quarter  of fiscal  2000.  The  application  of SAB 101 did not have a  material
impact on the Company's financial position and results of operations.

3 : 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, 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
                                   ============================================

December 31, 1999:

Short-term investments:
  Corporate debt obligations        $ 14,422      $ (45)         $14,377
                                   ============================================
</TABLE>

     At December 31, 2000, the fair value of marketable debt  securities  having
contractual  maturities  of one year or less  totaled $  1,840,000  and the fair
value of short-term  investments  with contractual  maturities  greater than one
year but less than three years  totaled  $2,392,000.  The proceeds from sales of
securities,   excluding   maturities  amounted  to  approximately  $  1,895,000,
$26,432,000,  and  $16,255,000  for the years ended December 31, 2000,  1999 and
1998,  respectively.  Gross  realized  gains and losses on these  sales were not
significant.

4 : Inventories

The components of inventory are as follows:
<TABLE>
<CAPTION>

December 31,                      2000    1999
----------------------------------------------
(in thousands)
<S>                              <C>      <C>
Raw materials                    $195     $182
Work in process                   185      218
Finished goods                    304      441
-----------------------------------------------
Total inventory                  $684     $841
===============================================
</TABLE>

                                       39
<PAGE>

5 : Fixed Assets

Fixed assets consist of the following:
<TABLE>
<CAPTION>
                                Useful Life      December 31,
                                   in Years    2000       1999
- - - ---------------------------------------------------------------
(in thousands)
<S>                             <C>           <C>        <C>
Machinery and equipment               3-4     $  276     $  276
Computer and office equipment         3-4      1,259      1,228
Leasehold improvements                  7          7          7
                                             ------------------
                                               1,542      1,511
Less - Accumulated depreciation
 and amortization                              1,488      1,368
                                             ------------------
                                              $   54     $  143
                                             ==================
</TABLE>
     Depreciation  and  amortization  expense for the years ended December 2000,
1999 and 1998 was $120,000, $1,111,000 and $1,746,000,respectively.

6 : Investment in Medworks Corporation and Investment 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.  This  investment was accounted for under the cost
method.

     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).

     During  1998,  as part of the  license  and supply  agreement,  the Company
purchased $155,000 of inventory from Medworks.

     In 2000, Medworks was acquired by Dexterity Surgical, Inc ("Dexterity"). As
a result,  the Company  received  190,000  shares of  Dexterity  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.

     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.

7 : Accrued Expenses

Accrued expenses consist of the following:
<TABLE>
<CAPTION>
December 31,                        2000         1999
- - - -----------------------------------------------------
(in thousands)
<S>                               <C>          <C>

Professional fees                 $  282       $  461
Interest                             180          217
Employee-related                     300          381
Restructuring                         93          --
Other                                134          288
                                ---------------------
                                  $  989       $1,347
                                =====================
</TABLE>

                                       40
<PAGE>

8 : Restructuring

     During the year ended  December  31,  1998,  the  Company  recorded a total
charge of $1,704,000  representing the cost of  restructuring  its operations to
shift its strategic  emphasis to the  hospital-based  business and away from the
consumer- oriented  continence care business,  which the Company concluded would
be best  approached by entering into a partnership or other  arrangement  with a
larger  company.  During  the  first  quarter  of 1998,  a plan to  effect  this
restructuring  was  adopted by the Board of  Directors  and,  at that time,  the
Company recorded a restructuring charge of $1,024,000.  This charge consisted of
approximately  $579,000  of  employee  termination  benefits  and  approximately
$445,000 of costs to exit two of the Company's leased  facilities.  The employee
termination  benefits  related to the termination of 40 employees,  all of which
were  terminated  as of December 31, 1998,  across all  functional  areas of the
Company.  The  facility  exit costs  included  the  write-off  of  approximately
$138,000 of leasehold  improvements,  with the  remainder  representing  certain
contractual lease payments related to the leased facilities.

     During the fourth quarter of 1998, the Company made certain  changes to its
restructuring  plan and,  as a result,  an  additional  charge of  $680,000  was
recorded   at  that  time,   representing   additional   facility   exit  costs.
Specifically,  the  Company  decided  not to abandon  one of the  aforementioned
facilities  slated for closure and, at that same time,  committed to  abandoning
one of the facilities that it had previously expected to keep open. The facility
exit  costs  include  the  write-off  of  approximately  $500,000  of  leasehold
improvements, with the remainder representing certain contractual lease payments
related to the abandonment of the leased facility.

     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 costs of
exiting this facility were $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  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
                          =============   ==========  ==========   ============


9 : 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 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.

                                       41
<PAGE>

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

-------------------- ----------------------- ---------------- ------------------
-------------------- ----------------------- ---------------- ------------------
December 31, 1999        $ 7,363,000          $ 4,179,000      $ 3,021,000

-------------------- ----------------------- ---------------- ------------------
December 31, 1998        $44,244,000          $19,321,000      $23,273,000

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

     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.


10 : 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 is to
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,  the
Company may receive  additional cash  consideration in the future in the form of
royalty and other payments. As a result of the transaction, the Company reported
a gain of $672,000 in 1999.

11 : Stockholders' Equity

Preferred Stock

     The  Company  has  authorized  500,000  shares of $.01 par value  preferred
stock, none of which have been issued at December 31, 2000.  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, 2000,  the Company has  reserved  577,162  shares of common
stock for issuance  pursuant to exercise of common stock  options  granted under
the Stock Option  Plan,  45,417  shares of common  stock for issuance  under the
Employee Stock Purchase 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. As of December 31, 2000 the Company had
repurchased  approximately  240,000  shares of its common  stock for $573,000 as
part of the Repurchase Program.

                                       42
<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.

12 : 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 890,000  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, 2000, 1999 and 1998 is
summarized as follows:

<TABLE>
<CAPTION>
 Years Ended December 31,
                        2000                  1999                   1998
--------------------------------------------------------------------------------
                           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          312,975    $  2.74    371,158    $  5.31      344,507    $21.65
   Granted at
    fair value    25,750    $  2.20    139,989    $  1.24      491,400    $ 6.16
   Granted below
    fair value   235,000    $  1.10        --         --           --        --
   Cancelled     (15,550)   $  5.60   (191,868)   $  7.70     (439,499)   $19.94
   Exercised     (66,232)   $  1.49     (6,304)   $  0.38     ( 25,750)   $ 1.82
                ---------             ---------              ---------
Outstanding at
 end of period   491,943    $  1.99    312,975    $  2.74      371,158    $ 5.31
                =========             =========              ==========
Options
 exercisable
 at end of
 period          101,985    $  5.05     83,069    $  6.72      103,593    $ 9.82
                =========             =========              ==========
Weighted average
 fair value of
 options granted
 during the period
 at fair value              $1.14               $  1.24                 $ 2.97
                          =========              =========             =========

Weighted average
 fair value of
 options granted
 during the period
 below fair value           $1.79               $   --                  $  --
                          =========              =========             =========




</TABLE>
     At December 31,  2000,  options to purchase  85,129  shares of common stock
were available for future grants under the Plan.

                                       43
<PAGE>

     On March 30, 1998 and December 15, 1998, the Company  repriced  167,000 and
106,300,  respectively,  outstanding common stock options to reflect the current
market  value  per share of common  stock.  The  cancellation  and  issuance  of
replacement options is recorded in the option activity above.

The following table summarizes  information about stock options outstanding
and exercisable at December 31, 2000:
<TABLE>
<CAPTION>
                                             Options outstanding
--------------------------------------------------------------------------------
                                                   Weighted
                                                   average           Weighted
                                 Number           remaining           average
Range of exercise prices    outstanding       contractual life    exercise price
--------------------------------------------------------------------------------
<S>                         <C>              <C>                  <C>
$ .05 to $1.25                  306,478                   9.5            $ 0.92
$1.38                           111,778                   7.9            $ 1.38
$1.44 to $4.13                   61,487                   8.9            $ 2.47
$10.94 to $66.88                 12,200                   5.0            $31.95
                              ---------               -------           -------
Total                           491,943                   9.0            $ 2.71
                              =========               =======           =======
</TABLE>
<TABLE>
<CAPTION>
                                             Options exercisable
- - - --------------------------------------------------------------------------
                                                                      Weighted
                                                    Number            average
Range of exercise prices                       exercisable        exercise price
- - - --------------------------------------------------------------------------
<S>                                            <C>                <C>
$ .05 to $1.25                                      31,862                $ 0.96
$1.38                                               41,262                $ 1.38
$1.44 to $4.13                                      16,661                $ 2.29
$10.94 to $66.88                                    12,200                $31.95
                                                   -------               -------
Total                                              101,985                $ 5.05
                                                   =======               =======
</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 $5,000.
     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,             2000        1999        1998
- - - --------------------------------------------------------------------------
(in thousands, except per share data)
<S>                               <C>         <C>         <C>
Net income (loss):
 As reported                      $(5,017)    $(2,480)     $  4,279
 Pro forma                        $(5,179)    $(2,674)     $  3,544

Basic and diluted net income
 (loss) per share:
 As reported                      $ (0.97)    $( 0.48)     $   0.81
 Pro forma                        $ (1.00)    $( 0.52)     $   0.67
</TABLE>

                                       44
<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 5.5% to
6.8%;  expected option terms of 2 years to 6 years in 1998, 1999 and 2000; and a
volatility of .66 for options granted in 1998, 1999 and 2000.

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, 2000 and 1999,  there were no shares  issued under the plan.
During the year ended  December  31, 1998,  10,491  shares were issued under the
plan at a range of $1.22 to $4.73 per share.


13 : Income taxes

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

<TABLE>
<CAPTION>
Year Ended December 31,                     2000            1999          1998
- - - --------------------------------------------------------------------------
(in thousands)
<S>                                      <C>            <C>            <C>
Income tax (expense) benefit:
 Federal                                 $  1,739        $    837     $ (  980)
 State                                        462             287       (  137)
                                         ---------------------------------------
                                            2,201           1,124       (1,117)
Change in deferred tax
 asset valuation allowance                 (2,201)         (1,124)       1,117
                                         ---------------------------------------
                                         $    --         $    --      $    --
                                         =======================================
</TABLE>
     No federal or state taxes were  payable in any year  through  December  31,
2000 as a result of losses  incurred and the  utilization  of net operating loss
carryforwards.

Deferred tax assets consist of the following:
<TABLE>
<CAPTION>
Year Ended December 31,                                   2000            1999
- - - --------------------------------------------------------------------------
(in thousands)
<S>                                                    <C>             <C>
Deferred tax assets:
 Net operating loss carryforwards                       $42,019        $ 39,091
 Tax credit carryforwards                                 2,821           2,802
 Deferred research and development
  expenses                                                2,401           2,801
 Accrued expenses                                           293             416
 Operating reserves                                         354             318
 Purchased research and development                          --             192
 Section 263A tax overhead capitalization                   184             180
 Depreciation                                               102             173
 Deferred revenue                                            --              --
                                                       -------------------------
Gross deferred tax assets                                48,174          45,973
Deferred tax asset
 valuation allowance                                    (48,174)        (45,973)
                                                       -------------------------
                                                       $     --        $     --
                                                       =========================
</TABLE>

                                       45
<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,                       2000            1999        1998
--------------------------------------------------------------------------------
(in thousands)
<S>                                      <C>            <C>            <C>
(Income) loss before income taxes
  at statutory rate                        $  1,756        $    868   $ (1,498)

 State tax, net of federal tax
  effect                                        310             153     (  264)

 Research and development credits                51             115        314

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

Other                                           (30)           ( 12)       331
                                         ---------------------------------------
                                              2,201           1,124     (1,117)
(Increase) decrease in
  valuation allowance                        (2,201)         (1,124)     1,117
                                         ---------------------------------------
                                         $      --       $     --     $     --
                                         =======================================
</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 $48,174,000 valuation allowance at December 31, 2000, $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, 2000, the Company had net operating loss  carryforwards for
federal and state income tax reporting  purposes of approximately  $103,000,000.
At December  31,  2000,  the Company had  research  and  development  tax credit
carryforwards for federal and state income tax reporting  purposes of $1,763,000
and $1,057,000, respectively. The federal carryforwards expire between the years
2006 and 2020 and the state  carryforwards  expire  between  the years  2000 and
2015.

     Ownership  changes,  as defined in the Internal  Revenue Code (the "Code"),
have limited the amount of net operating loss and tax credit  carryforwards that
can be used annually to offset future  taxable  income or tax  liabilities.  The
annual limitation amount as defined in the Code is approximately  $8,600,000 and
the net operating loss and tax credit  carryforwards  subject to this limitation
are  approximately  $20,900,000  and $802,000,  respectively.  Future changes in
ownership could further affect the limitation in future years.


14 :  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. 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 prostate cancer and incontinence  business,  which includes
the Cavermap  Surgical  Aid,  the I-125  brachytherapy  seeds and  needles,  all
consumer  and  surgical  incontinence  products,  and  (ii)  its  breast  cancer
business,  which includes all development  efforts for its proposed  BreastExam,
BreastView and BreastCheck  products.  The Company's  breast cancer business was
disposed in 1999.

                                       46
<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 loss which  represents
income  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,  2000.  Asset  information  by segment is not
reported, since the Company does not produce such information internally:

                                 Prostate cancer
                                       and             Breast
                                    Incontinence       Cancer         Totals
                                ----------------      --------      --------
Year ended December 31, 2000

Revenues                              $  4,307        $    -         $  4,307
Depreciation                              (120)            -             (120)
Operating Loss                          (4,663)            -           (4,663)

Year ended December 31, 1999

Revenues                              $  2,645         $    -         $ 2,645
Restructuring                               80              -              80
Depreciation                            (1,102)             (9)        (1,111)
Operating Loss                          (3,772)           (422)        (4,194)

Year ended December 31, 1998

Revenues                              $    837         $    -         $   837
Restructuring                           (1,704)             -          (1,704)
Depreciation                            (1,692)            (54)        (1,746)
Operating Loss                         (11,156)         (2,725)       (13,881)


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

Years ended December 31,
                                                2000         1999         1998
- - ----------------------------------------------------------------------------
         Total for reportable segments      $  (4,633)    $ (4,194)    $(13,881)
         Corporate                             (1,491)        (931)      (4,039)
         Interest income                          847        1,151        2,837
         Interest Expense                        (993)      (1,527)      (3,911)
                                            ----------     --------    --------
            Loss before extraordinary
              gain on the early retirement
              of debt                        $ (6,270)    $ (5,501)    $(18,994)
                                             =========   ==========  ==========


Geographical revenues are as follows:

Years ended December 31,
                                                2000         1999         1998
- - ----------------------------------------------------------------------------
         North America                       $  3,571     $ 2,225     $   608
         Japan                                    400         187         229
         Europe                                   336         233          -
                                            ----------     --------    --------
         Total worldwide revenues            $  4,307     $ 2,645     $   837
                                             =========   ==========  ==========

                                             47
<PAGE>


15 :  Commitments

Leases

     The  Company  leases  space  under an  operating  lease  which  expires  in
December,  2002.  The Company  incurred  rent  expense of $94,000,  $194,000 and
$645,000 for the years ended  December 31,  2000,  1999 and 1998,  respectively.
Future minimum payments under this noncancelable  operating lease as of December
31, 2000 are as follows:
<TABLE>
<CAPTION>
                                         Operating
                                          Leases
- - -----------------------------------------------
(in thousands)
<S>                                       <C>

2001                                       $   96
2002                                           98
                                           ------
Total future minimum lease payments        $  194
                                           ======
</TABLE>



16:  Subsequent Event - Acquisition of SSGI Prowess Systems

     On March 27, 2001 UroMed Corporation entered into a definitive  acquisition
agreement with SSGI Prowess Systems  ("SSGI").  The acquisition was completed on
March 27, 2001. SSGI, founded in 1987 and headquartered in Chico, California, is
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.

     As  consideration,  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 newly combined  company  achieves  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 in two annual  installments in 2002 and 2003.
The common stock will be registered with the SEC for resale within 60 days after
the closing and most of the shares will be subject to  limitations on the number
of shares that can be sold in any year. The transaction will be accounted for in
accordance with the purchase method of accounting during the first quarter ended
March 31, 2001.





                                       48
<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,
  2000              $  30,000     104,000       --       $134,000
Year ended
  December 31,
  1999              $   3,000      27,000       --       $ 30,000
Year ended
  December 31,
  1998              $     --        3,000       --       $  3,000

Reserve for
  inventory
  valuation

Year ended
  December 31,
  2000              $  774,000     87,000         --      $ 861,000
Year ended
  December 31,
  1999              $  313,000    471,000     (10,000)    $ 774,000
Year ended
  December 31,
  1998              $1,564,000    329,000  (1,580,000)    $ 313,000


</TABLE>
                                       49
<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, 2000 and
certain information about them are set forth below:
<TABLE>
<CAPTION>
Name                      Age                    Position
<S>                       <C>      <C>
Daniel Muscatello         45       President and Chief Executive Officer
Domenic C. Micale         36       Vice President of Finance and Administration,
                                   Treasurer
Paul Pagano               49       Vice President of Domestic Sales
</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. 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.

     PAUL PAGANO joined the Company in March 2001 as Vice  President of Domestic
Sales. Prior to joining the Company,  Mr. Pagano spent over 20 years combined in
sales  management  and as a  sales  representative  mainly  at  Storz  &  Chiron
Opthalmics who were acquired and merged in 1998 to form Bausch & Lomb Surgical.

     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  2000  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 2001 Proxy Statement,
which section is incorporated herein by reference.

Item 11.  Executive Compensation

     Information  relating to  executive  compensation  will be set forth in the
section entitled  "Executive  Compensation"  in the 2001 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 2001
Proxy Statement, which section is incorporated herein by reference.

Item 13.  Certain Relationships and Related Transactions

None.

                                       50
<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>
  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)

                                       51
<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 *

 10.21        Amendment to Employment Agreement, dated as of December 1, 1999,
              between the Company and Daniel Muscatello *

 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 *

 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 *

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


  23          Consent of PricewaterhouseCoopers LLP

  27          Financial Data Schedule

</TABLE>

                                       52
<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 4, 2000 for the issued press release noting that
     the Company's common stock would be listed on the over-the-counter
     bulletin board and would be delisted from the Nasdaq SmallCap Market.

     (2) Form 8-K on December 13, 2000 for a statement issued by the Company
     regarding misstatements in an article written about the Company in
     individual investor magazine.

                                       53
<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 2, 2001


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


                              By:  /s/ Domenic C. Micale
                                   -----------------------
                                   Domenic C. Micale
                                   Vice President of Finance, Treasurer

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 2, 2001 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 and Chief Executive Officer
- - - ----------------------


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


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


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


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

                                       54
<PAGE>