AMENDMENT TO EMPLOYMENT AGREEMENT

     Whereas UroMed  Corporation,  a Massachusetts  corporation with a principal
place  of  business  at  1400   Providence   Highway,   Building  #2,   Norwood,
Massachusetts  02062  ("UroMed",  "the  Employer"  or "the Company ") and Daniel
Muscatello.  ("Employee")  are parties to an Employment  Agreement  between them
dated February 4, 1997 ("the February Agreement"); and

     Whereas UroMed desires to recognize the accomplishments of the Employee, to
change  his  position  and  compensation  and to set forth  such  changes  in an
amendment to the February Agreement,

     Now, therefore, the parties agree as follows:

     1.  Paragraph 1 of the February  Agreement  will be deleted in its entirety
and the following shall be substituted.

     "1. AT WILL  EMPLOYMENT.  Commencing on or about  December 1, 1999 Employee
shall continue as a full time employee of UroMed with the title of President and
Chief Executive Officer.  As President and Chief Executive  Officer,  subject to
the direction and control of the Employer's  Board of Directors,  Employee shall
supervise the Employer's other executive officers,  and guide and participate in
the process of formulating  and  monitoring  the  Employer's  performance of the
Employer's  annual budget and strategic  business plan and undertake  such other
activities as the Board shall request from time to time.  Employee shall use his
best efforts,  including the highest  standards of  professional  competence and
integrity,  and shall devote his full  business  time and effort,  in and to his
employment hereunder,  and shall not engage in any other non-charitable business
activity without the consent of the Board of Directors. In addition to complying
with the terms and  conditions  hereof and the  performance  of the Employee job
responsibilities,  Employee  shall  conduct  himself  in  accordance  with  such
policies, rules and regulations as may be adopted by UroMed from time to time."

     2.  Paragraph 2 of the February  Agreement  will be deleted in its entirety
and the following shall be substituted.

     "2.  Compensation.
     (a)  Employee's  annual   compensation  shall  be  $200,000.00  ("the  Base
Salary").  Employee  shall  be paid on the  15th  day and the  last  day of each
calendar  month for the current  month's  employment.  Pay shall be adjusted pro
rata for any partial week of employment and standard  employer  deductions shall
be made from each payment.  Employee's gross semi-monthly  compensation shall be
subjected to an annual review and adjustment.

     (b) Severance  Pay. The Employee shall not be entitled to any severance pay
or other compensation upon termination of this employment hereunder except for:

     (i) any portion of his Base Salary accrued but unpaid from the last monthly
payment date to the date of termination;

     (ii) expense reimbursements for expenses incurred in the performance of his
duties hereunder prior to termination; and

     (iii) if  Employee's  employment  with the  Employer is  terminated  by the
Employer  other than for Cause,  Employer  shall pay to Employee in twelve equal
installments  an amount equal to the Employee's  then annual Base Salary plus an
amount  equal  to the  monthly  charge  for  participation  under  COBRA  in the
Employer's medical insurance plan ("the Monthly Payment") paid in arrears on the
last day of each calendar  month.  For the purposes of this paragraph  2(b), the
sale of  substantially  all the  assets of the  Company  or the  acquisition  of
substantially all the stock of the Company will be deemed to be a termination by
the Employer other than for Cause.

     In  addition  to  the  foregoing,   if,  twelve  months  after   Employee's
termination  other  than  for  Cause,  (I) the  Employee  is not  employed  on a
full-time  basis and (ii) the  Employee  has  demonstrated  to the  Compensation
Committee of the Board of Directors  diligent  pursuit of employment  during the
prior twelve months  (including,  but not limited to, providing written evidence
of  communications  and expenses  incurred in such pursuit and  references  with
intermediaries  who have been  involved in pursuing  employment  Opportunities),
UroMed shall continue to pay, on a month-to-month basis, the Monthly Payment for
up to an  additional  six  months  provided  that at the end of each  month  the
Employee continues to demonstrate  satisfactory  evidence of (i) and (ii) above.
Employer  shall  not  make  any  such  additional  payments  if,  subsequent  to
termination,  the  Employee  has  engaged  performed  or  otherwise  engaged  in
consulting  work that has resulted in payments  (or accrued  payments) to him or
his  affiliates  or  more  than  $10,000,   subsequent  to  termination  or  has
participated  as a  director,  officer,  founder or owner of more than 5% of the
equity of any company in which he did not participate prior to termination.

     (c) For Cause.  Employee's employment hereunder shall terminate for "Cause"
effective immediately upon written notice by the Employer to the Employee if the
Employee shall (I) commit an unlawful or criminal act involving moral turpitude,
(ii) fail to perform or adhere to written  directions  delivered to the Employee
by the  Employer's  Board of  Directors  (which  directions  are not unlawful to
perform or to adhere to or which do not relate to  shipping  or selling  Company
products  which the Employee  believes,  in good faith,  to be  appropriate  for
shipment), or (iii) commit a material breach of any of the covenants,  terms and
provisions  hereof that  continues  uncured for more than thirty (30) days after
receipt by the Employee of written notice from the Employer's Board of Directors
of such breach of failure."

     3. The last  sentence of  paragraph  3 of the  February  Agreement  will be
deleted in its entirety and the following shall be substituted.

     "Employee will be awarded, at or prior to the first meeting of the Board of
Directors  subsequent  to the  signing  hereof,  additional  options to purchase
shares of UroMed  common stock at the fair market value per share on the date of
grant so that the sum of all shares underlying all options held by Employee will
equal 2% of the  fully  diluted  shares  of common  stock of the  Company.  Such
additional  options  shall vest 40% after two years of service  and the  balance
will vest monthly in equal increments over the following 36 months. In addition,
such options shall be governed by and be  consistent  with the terms of the most
recent plan adopted by the Board of Directors  pursuant to which  employee stock
options are issued."

     4. Miscellaneous.

     A. This Agreement shall be governed by and construed in accordance with the
laws of the Common wealth of Massachusetts.

     B. Employee  hereby consent to submit to the  jurisdiction of the courts in
the place where UroMed's  principal place of business is located at the time any
action is brought and agrees to accept service of process by registered  mail or
the equivalent delivered to his or her last known address.

     C. If any provision in this Agreement is found unenforceable,  it shall not
affect any other  provisions  hereof.  If any  provision  in this  Agreement  is
determined to be  excessively  broad or  overreaching,  it shall be construed by
limiting it so as to be enforceable  to the extent  compatible  with  applicable
law.

     D. This  Agreement  shall  bind and inure to the  benefit of UroMed and any
successor UroMed by reorganization, merger, consolidation,  liquidation, sale or
other assignee of UroMed's business or assets but shall otherwise be and remain
                  unenforceable.
     E. The waiver by any party of a breach of any  provision of this  Agreement
shall not operate or be construed as a waiver of any subsequent breach.

     F. Any cause of action or matter in dispute hereunder or otherwise relating
to Employee's relation ship with UroMed,  whether or not arising during the term
of this Agreement, is hereby waived unless judicial proceedings are initiated by
the  complaining  party within one (1) year from the later of the accrual of the
cause of action or the date on which the cause of action should  reasonably have
been  discovered.  Each party expressly  waives any and all rights that he or it
may have to have any dispute  (whether  or not  arising  during the term of this
Agreement)  hereunder  or otherwise  relating to  Employee's  relationship  with
UroMed tried before or determined by a jury.

     G. In the  event of any  suit  relating  to this  Agreement  or  Employee's
employment  hereunder as to which the Employee is the losing party, the Employee
shall pay all costs  (including court costs and attorneys' fees) incurred by the
UroMed an its employees,  directors, and shareholders with respect to such suit.
If the suit is settled or otherwise  determined  for a fixed dollar  payment and
the suit  involves a fixed dollar  amount of damages  sought,  then the Employee
shall  be  deemed  to the  losing  party if the  amount  paid in  settlement  or
otherwise  is 50% or less of the amount  sought.  If the  Employee  does recover
fifty percent  (50%) or more of the amount  sought or no specific  dollar amount
sought,  the  determination  who  prevailed  shall be made,  in the  absence  of
agreement, by applicable court proceedings.

     In witness  whereof the parties  hereto have affixed  their hands and seals
upon two (2) counterpart originals hereof as December 1, 1999.


EMPLOYEE

 /s/ Daniel Muscatello
______________________


UROMED CORPORATION


By:
/s/ Richard A. Sandberg
_______________________

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