TECHNOLOGY AND OTHER ASSET PURCHASE AGREEMENT

     Effective  on the  date of the  second  signature  to this  Agreement,  The
Procter & Gamble Company,  an Ohio  corporation  (hereinafter  "P&G"),  having a
principal  place of business at One Procter & Gamble  Plaza,  Cincinnati,  Ohio,
45202,  and  UroMed  Corporation,   a  Massachusetts   corporation  (hereinafter
"UroMed"),  having a principal  place of business  at 1400  Providence  Highway,
Building #2, Norwood, Massachusetts 02062, agree as follows:

                             Article I - Background

     1.0 UROMED owns the entire  right,  title and interest in certain  patents,
patent applications, know-how and manufacturing equipment pertaining to products
currently  known and sold  under  the name  Impress  Softpatch(TM)  (hereinafter
"Impress" or "Impress Softpatch").

     1.1 UROMED and P&G are  interested  in entering  into an agreement in which
UROMED will sell, assign, transfer and deliver certain rights in patents, patent
applications,  know-how  and,  grant an option  to  purchase  certain  equipment
related  know-how and  manufacturing  equipment owned by UROMED and used for the
exclusive purpose of manufacturing Impress Softpatch products to P&G in exchange
for payments described herein and a license back to UROMED for certain rights in
patents,  patent  applications,  and  know-how  limited to making,  having made,
using, and selling Impress Softpatch products in the prescription-use field.

                            Article II - Definitions

     2.0 "AFFILIATE" means any entity that directly or indirectly owns, is owned
by, or is under common ownership with a Party to the AGREEMENT, either currently
or during the Term of this  AGREEMENT.  "Owns",  "owned",  or "ownership"  means
direct or indirect  possession of more than twenty percent (20%) of the votes of
holders of a  corporation's  voting  securities or a comparable  equity or other
ownership interest in any other type of entity.

     2.1 "AGREEMENT" means this Agreement,  including all exhibits and schedules
hereto, as amended and in effect from time to time.

     2.2  "CLOSING"  means  the  date  and  time  when  the  first  steps of the
transaction  will take place,  including  the  exchange of initial  payments and
assignment  of patent  rights and other  intangibles,  which  shall occur on the
EFFECTIVE DATE.

     2.3  "EFFECTIVE  DATE"  means the date on which the last  party  signs this
AGREEMENT.

     2.4  "EQUIPMENT"  means  the  equipment  owned by  UROMED  and used for the
exclusive purpose of manufacturing,  testing,  packaging, or otherwise preparing
articles,  components,  and raw  materials  for the  Impress  Softpatch  product
including  hand assembly  equipment as well as automated  equipment used to make
limited quantities of product, all of which are listed in Schedule E.

     2.5 "NET SALE" means sales by P&G to third parties of P&G PRODUCTS at list
price less: discounts, returns and allowances.

     2.6 "OTC" means  "over-the-counter"  and refers to all manners of marketing
and selling products  exclusive of those associated with PRESCRIPTION USE. "OTC"
includes  "pharmacy-only"  marketing  and selling as that term is commonly  used
outside  the United  States to refer to products  sold from behind the  pharmacy
counter but which do not require a  prescription  (or legal  equivalent)  from a
physician (or legal equivalent).

     2.7 "PARTIES"  means P&G and UROMED when commonly  referred to (in singular
and plural usage, as required by the context).

     2.8  "PATENTS"  means  the  patents  related  exclusively  to  the  Impress
Softpatch  product  listed  in  Schedule  A  and  patents  issuing  from  PATENT
APPLICATIONS.

     2.9 "PATENT APPLICATIONS" means the patent applications related exclusively
to the Impress Softpatch product listed in Schedule B.

     2.10 "P&G" means The Procter & Gamble Company, its successors and assigns.

     2.11 "P&G  PRODUCTS"  means  any  products  sold by P&G or its  AFFILIATES,
sub-licensees, or assignees after CLOSING covered by valid claims in PATENTS and
PATENT APPLICATIONS.

     2.12 "PRESCRIPTION USE" refers to physician (or legal equivalent)  directed
use by prescription (or legal equivalent) only.

2.13     "UROMED" means UroMed Corporation, its successors and assigns.

     2.14 "UROMED  PRODUCTS"  means any and all  products  sold by UROMED or its
AFFILIATES,   sub-licensees,  or  assignees  under  the  "Impress"  or  "Impress
Softpatch"  trade name prior to  CLOSING,  and  similar  products  sold into the
PRESCRIPTION USE market by UROMED or its AFFILIATES, sub-licensees, or assignees
after  CLOSING  and  covered  by valid  claims of  PATENTS  whether  or not such
products are sold under the "Impress" or "Impress Softpatch" trade name.

                       Article III - Sale of Assets Terms

     3.0  Patents  and  Patent  Applications.  UROMED  agrees  and  hereby  does
irrevocably  sell,  transfer,  deliver and assign to P&G, subject to the license
described in Article 4.0 and other terms and conditions of this  Agreement,  its
entire right, title and interest in and to the PATENTS and PATENT  APPLICATIONS,
and to execute all documents necessary to effect such transfer and assignment in
all  countries  of the  world as  necessary  and to aid as may be  necessary  in
prosecution thereof.

     3.1  Know-How,  Certificates  and  Licenses.  Subject to the  provisions of
Article 4.0, UROMED agrees to and hereby does sell, assign, convey, transfer and
deliver to P&G its entire  right,  title and interest in and to know-how  (other
than EQUIPMENT-related know-how) as well as all certificates, licenses, letters,
and the like associated with lawfully making,  using, or selling UROMED PRODUCTS
prior to CLOSING.

     3.2 Option to Purchase Equipment. UROMED agrees and hereby grants to P&G an
option to purchase  EQUIPMENT and  EQUIPMENT-related  know-how at any time after
CLOSING  until two (2) years after  CLOSING  upon the payment of $400,000  (four
hundred thousand  dollars) to UROMED.  If P&G elects to exercise this option, it
will give UROMED thirty (30) days written  notice of such intent.  Upon exercise
and payment in full, UROMED agrees it shall transfer full ownership of EQUIPMENT
and  EQUIPMENT-related  know-how to P&G, or its designated  AFFILIATE,  free and
clear of any liens or other encumbrances.  P&G shall be responsible for shipping
and storing the  EQUIPMENT  upon taking title to the  EQUIPMENT at expiration of
notice, it being understood title will transfer FOB UROMED storage facility. The
option expires if not exercised within two (2) years after CLOSING.

     3.3 Support Documents.  UROMED agrees to provide P&G at CLOSING with copies
of  all   written   documentation   including   without   limitation   operating
instructions, formula specifications,  technical manuals, FDA clearance letters,
safety notices and the like related to making,  using or selling UROMED PRODUCTS
prior to  CLOSING.  In  addition,  UROMED  will  make  available  as  reasonably
requested by P&G, UroMed  employee for purposes of transferring  know-how to P&G
and will  provide the names of former  employees  and  consultants  that P&G may
contact to discuss retaining for this purpose.

     3.4 Support  Personnel.  Any support  personnel who are employees of UROMED
shall be  provided  by UROMED at a cost to P&G not to  exceed  $250.00  per day.
UROMED  shall use its best  efforts  to  persuade  former  UROMED  employees  to
cooperate on reasonable  terms,  without being required to pay any consideration
or waive any existing rights.

     3.5 Access to  Equipment.  For a period of five (5) years after CLOSING P&G
agrees at UROMED's  request to make  reasonable  accommodation  to UROMED or its
sub-licensees for PRESCRIPTION USE, to make available for inspection any and all
EQUIPMENT  (if option is  exercised)  still owned by P&G or an  AFFILIATE at the
time of the request.  Reasonable accommodation does not include making available
for  inspection  equipment  developed  by P&G, or  modifications  made by P&G to
EQUIPMENT  after CLOSING or inspection of equipment  where P&G determines  trade
secret information developed after CLOSING may be revealed.

     3.6 Access to Other  Assets.  For a period of five (5) years after  CLOSING
P&G agrees at UROMED's  request to make  reasonable  accommodation  to UROMED or
persons  designated  by  UROMED  and  authorized  and  bound by this  Agreement,
including  sub-licensees of UROMED, to make available for inspection any and all
"one-of-a-kind" assets including original certificates,  licenses,  letters, and
the like  associated  with lawfully  making,  using,  or selling UROMED PRODUCTS
prior to CLOSING.

     3.7  Association  of Counsel.  UROMED agrees to execute and file all papers
necessary to associate P&G patent  counsel in  accordance  with 37 CFR 1.34(b),
and that further  prosecution of PATENT  APPLICATIONS will be carried out solely
by P&G patent  counsel at no cost to UROMED,  except as provided  for in Article
3.8.

     3.8 Prosecution of Patent  Application.  P&G agrees to use its best efforts
to pursue  the  broadest  possible  claim  scope for  PATENT  APPLICATIONS,  and
further,  it will not  abandon  any  PATENT  APPLICATIONS  except  after  filing
continuation  applications  with  respect  thereto,  or as provided  for in this
Article  3.8.  If P&G  decides  to  abandon  any  PATENT  APPLICATION,  prior to
abandonment P&G shall notify UROMED of its intention to abandon, and at UROMED's
written request,  P&G will associate UROMED patent counsel in accordance with 37
CFR 1.34(b) to continue  prosecution of said PATENT  APPLICATIONS P&G no longer
wishes to pursue at no cost to P&G,  at which  time P&G shall  assign all right,
title, and interest in and to said PATENT APPLICATIONS to UROMED.

     3.9 Maintenance of Patents. P&G agrees to pay all maintenance fees when due
for all PATENTS.  P&G will be relieved  from this  obligation  with respect to a
particular  patent of the PATENTS in a particular  jurisdiction only if: (a) all
the claims of any said patent with respect to which the  maintenance  fee is due
and which  claims  cover a P&G  PRODUCT  have been  found to be  invalid in that
jurisdiction  by a court of competent  jurisdiction  whose  decision  shall have
become final or P&G elects not to market any P&G  PRODUCTS  covered by any claim
of  said  patent  with  respect  to  which  the  maintenance  fee is due in that
jurisdiction,  and (b) P&G gives UROMED thirty (30) days prior written notice of
its  intention  not  to  pay  the  maintenance  fee  for  said  patent  in  said
jurisdiction.  If P&G gives UROMED  notice of its  intention  not to pay certain
maintenance  fees  under  this  Article  3.9  or  otherwise  fails  to  pay  any
maintenance  fees, UROMED shall have the option of electing to pay any remaining
fees  when due for said  patent,  in which  event P&G  shall  irrevocably  sell,
transfer, deliver and assign said patent (and all rights associated with respect
thereto)  to  UROMED.  P&G  shall  execute  any and all  assignments  and  other
documents necessary to effect such transfer and assignment in a timely manner.

                           Article IV - License Terms

     4.0 Licensed  Subject  Matter.  P&G agrees to and hereby does grant back to
UROMED  and  its  AFFILIATES,  subject  to the  terms  and  conditions  of  this
AGREEMENT:  (a) an exclusive,  paid up,  worldwide,  royalty-free  license under
PATENTS  and PATENT  APPLICATIONS,  to make,  have made,  use,  and sell  UROMED
PRODUCTS  in the  field  of  PRESCRIPTION  USE  only;  and (b) a  non-exclusive,
paid-up, worldwide,  royalty-free license to know-how,  certificates,  licenses,
letters,  and the like for the  purpose  of  making,  using and  selling  UROMED
PRODUCTS into the field of PRESCRIPTION  USE by UROMED and its AFFILIATES  after
the  CLOSING.   In  no  case  do  licenses  under  this   AGREEMENT   extend  to
non-PRESCRIPTION USE fields.

     4.1  Sub-licenses.  UROMED may sub-license any rights granted under Article
4.0  in  the  PRESCRIPTION  USE  field  to  third  parties,  provided  any  such
sub-licensee agrees to be bound by the terms and conditions of this AGREEMENT.

     4.2   Additional   Covenants  and   Injunctive   Relief.   UROMED  and  its
sub-licensees covenant and hereby agree to refrain from engaging in any activity
under  licenses  granted  pursuant to this  AGREEMENT  that is  illegal,  or any
conduct which by intention or negligence  brings any P&G PRODUCT into disrepute.
P&G shall be entitled,  at its election,  to injunctive  relief if UROMED or its
sub-licensees  breach  any  covenant  or  agreement  of this  Article  4.2,  and
continues to do so after written  notice  thereof by P&G and time to cure within
30 days of such notice.  Should P&G seek injunctive  relief the prevailing party
shall have its legal fees and costs,  including  attorney's fees,  reimbursed by
the other party.

     4.3 Standing to Sue.  Except as set forth in Articles 3.8 and  6.3,UROMED's
license  under  this  AGREEMENT  confers  no duty or right on UROMED to bring or
compel any action,  suit,  or other  proceeding  relating  to PATENTS  including
patents issuing from PATENT APPLICATIONS.  Notwithstanding the foregoing, UROMED
may bring or compel any action or other proceeding relating to PATENTS or PATENT
APPLICATIONS  that P&G assigns  back to UROMED  under  either of Articles 3.8 or
3.9.

                              Article V - Payments

     5.0 Initial  Payment for Patents.  As  consideration  for the entire right,
title and interest in and to PATENTS,  PATENT APPLICATIONS,  and know-how (other
than  EQUIPMENT-related  know-how) related to making,  using, and selling UROMED
PRODUCTS  prior to CLOSING,  P&G agrees to pay to UROMED on or prior to July 31,
1999 the sum as specified in the following chart in cash at CLOSING.

             CLOSING DATE                                         AMOUNT
           July 14-20, 1999                                     $2,740,000
           July 21, 1999                                         2,741,000
           July 22, 1999                                         2,742,000
           July 23, 1999                                         2,743,000
           July 24, 1999                                         2,744,000
           July 26, 1999                                         2,745,000
           July 27, 1999                                         2,746,000
           July 28, 1999                                         2,747,000
           July 29, 1999                                         2,748,000
           July 30, 1999                                         2,749,000
           July 31, 1999                                         2,750,000

     5.1 Initial Payment for Option to Purchase Equipment.  In addition to other
payments in this Article V, and as  consideration  for an option to purchase the
entire  right,  title and  interest in and to  EQUIPMENT  and  EQUIPMENT-related
know-how,  P&G agrees to pay UROMED the sum of $600,000  (six  hundred  thousand
dollars) in cash at CLOSING.

     5.2  Progress  Payments.  In addition to other  payments in this Article V,
beginning  one (1) year from CLOSING and  continuing  at annual  intervals for a
period of three (3) years thereafter,  P&G unconditionally  agrees to pay UROMED
$150,000 (one hundred fifty thousand dollars) each year in progress payments. In
no case will total progress payments be less than or exceed $600,000.

     5.3 Revenue Participation. In addition to other payments in this Article V,
P&G agrees to pay UROMED 0.75%  (three-fourths  of one percent) on all NET SALES
exceeding  the first  $130,000,000  (one  hundred  thirty  million  dollars)  in
cumulative  NET SALES and up to but not  exceeding  $490,000,000  (four  hundred
ninety  million  dollars) in cumulative  NET SALES.  Nothing in this  AGREEMENT,
however,  will  obligate  P&G to  introduce  any P&G  PRODUCTS  into the market.
Payment under this Article 5.3 shall be paid  semi-annually with a report of NET
SALES for the semi-annual period.

     5.4 Right to  Audit.  Upon  reasonable  notice  to P&G and  during  regular
business hours, UROMED or its agents may make such examinations of P&G's records
of NET SALES as UROMED  reasonably  deems  necessary  to verify  payments  under
Article 5.3. Such examination shall occur not more than once each year and shall
be at UROMED's expense. If, however, there is a discrepancy between reported NET
SALES under  Article 5.3 and actual NET SALES  during the same period of greater
than 10% (ten percent), the cost of examination shall be at P&G's expense.

     5.5 Equipment  Option. In addition to other payments in this Article V, P&G
agrees to pay UROMED $400,000 (four hundred  thousand  dollars) if P&G exercises
its option to purchase EQUIPMENT within two (2) years of CLOSING.

     5.6 Filing  Fees.  In  addition to other  payments  in this  Article V, P&G
agrees to reimburse  UROMED after CLOSING for all filing fees incurred by UROMED
related to PATENT  APPLICATIONS  filed via the Patent  Cooperation Treaty (PCT),
all as listed by country in Schedule C up to a maximum total payment of $35,000.

     5.7 License Payment. In partial  consideration for the grant back by P&G of
a paid up license to UROMED under this  AGREEMENT to make,  have made,  use, and
sell UROMED PRODUCTS for  PRESCRIPTION  USE, UROMED agrees to pay P&G the sum of
$1.00.

                       Article VI - Enforcement of Patents

     6.0  Enforcement  of Patents.  P&G in its own name and at its  expense,  or
jointly  with  UROMED if it so elects or is  otherwise  required to join by law,
will  at  its  discretion   bring  and  will  diligently   prosecute  suits  for
infringement  of all patents as may be  reasonably  necessary to protect  UROMED
from unlicensed  infringers of licensed PATENTS.  Notwithstanding the foregoing,
UROMED may bring or compel any action or other  proceeding  relating  to PATENTS
and PATENT APPLICATIONS that P&G assigns back to UROMED under either of Articles
3.8 or 3.9.  P&G shall use its best efforts to defend the validity of PATENTS at
its  expense,  provided,  however,  P&G shall  not be  obligated  to defend  the
validity of any PATENTS if the issue of validity  arises solely as a result of a
lawsuit  brought by UROMED under  Article 6.3 and no claim of said PATENT covers
any P&G PRODUCT.

     6.1 Notice of  Infringement.  If UROMED  becomes  aware of any third  party
infringement,  potential infringement, or threatened infringement of any PATENTS
or patents issuing from PATENT APPLICATIONS, it shall give P&G written notice of
such infringement,  potential infringement,  or threatened infringement.  If P&G
becomes  aware of any  third  party  infringement,  potential  infringement,  or
threatened   infringement   of  any  PATENTS  or  patents  issuing  from  PATENT
APPLICATIONS,  it  shall  give  UROMED  written  notice  of  such  infringement,
potential infringement, or threatened infringement.

     6.2 Decision to Bring Suit. P&G will determine the best course of action to
address the  infringing  or  potentially  infringing  activity.  The decision to
enforce  PATENTS  whether by action,  suit, or other  proceeding  will be at the
discretion of P&G after careful  evaluation  of all risks  associated  with such
action,  suit, or other proceeding.  If P&G decides to bring suit, UROMED agrees
to cooperate with P&G in any way as may be reasonably necessary and reserves the
right to be  joined  as a party in  interest.  UROMED  shall  have the  right to
actively  participate  at  its  expense  in any  invalidity  action  whether  by
affirmative defense or declaratory judgment action.

     6.3  Prescription Use Infringers.  If the third party  infringing  activity
affects  UROMED's rights in the  PRESCRIPTION  USE field, and P&G decides not to
prosecute by action, suit, or other proceeding, UROMED may bring suit in its own
name. If UROMED decides to bring suit P&G agrees to cooperate with UROMED in any
way as may be  reasonably  necessary  and  reserves  the right to be joined as a
party  in  interest.  P&G  shall  have  the  right at its  expense  to  actively
participate  in  any  invalidity  action  whether  by  affirmative   defense  or
declaratory judgment action.

     6.4 Settlement. P&G in its discretion may settle any claim, action, or suit
brought  by P&G for  infringement  on terms that are not  materially  adverse to
UROMED.  UROMED in its discretion may settle any claim,  action, or suit brought
under Article 6.3 on terms that are not materially adverse to P&G.

     6.5  Enforcement  Costs.  All costs,  disbursements,  and  expenses  of any
action,  suit,  or other  proceeding  brought  under this Article VI, except for
article 6.3,  shall be borne by P&G.  UROMED agrees to cooperate with P&G in any
way as may be reasonably  necessary in the  prosecution of any action,  suit, or
other proceeding for infringement. All costs, disbursements, and expenses of any
action,  suit, or other proceeding  brought by UROMED under Article 6.3 shall be
borne by UROMED,  provided,  however,  P&G shall be  responsible  for its costs,
disbursements,  and expenses if it  participates in a suit brought under Article
6.3.

     6.6 Recovery of Costs and Expenses.  Any recovery from any action, suit, or
other  proceeding  brought under this Article VI, except for article 6.3,  shall
first be applied by P&G to the extent  necessary to  reimburse  for P&G's costs,
attorney's  fees, and expenses  incurred by P&G in the proceeding.  Any recovery
from any action, suit, or other proceeding brought under Article 6.3 shall first
be applied by UROMED to the extent  necessary to reimburse  for UROMED's  costs,
attorney's fees, and expenses incurred by UROMED in the proceeding.

     6.7  Recover of Damages.  Unless  agreed to in writing  otherwise:  (a) any
recovery  of  damages,  including  damages  for lost  profits,  attributable  to
infringement in the OTC field in an amount over and above costs, attorneys fees,
and expenses incurred by P&G in proceedings  brought under this Article VI shall
be paid 100% to P&G;  (b) any  recovery of damages,  including  damages for lost
profits, attributable to infringement in the PRESCRIPTION USE field in an amount
over and above the costs  incurred  by UROMED in  proceeding  brought  by UROMED
under Article 6.3 shall be paid 90% to UROMED and 10% to P&G.

                  Article VII - Representations and Warranties

     7.0 Representations Regarding Patents. UROMED represents and warrants that:

     (a) UROMED is the owner and current  assignee of the PATENTS,  and that its
ownership is full,  free, and  unencumbered,  and that there are no obligations,
liens,  or other  encumbrances  of any kind that would prevent P&G from using or
otherwise enjoying the PATENTS or other rights contemplated in this Agreement.

     (b) To the best of UROMED's  knowledge,  there are no patents issued to, or
other rights owned by a third party that might  prevent,  inhibit,  or limit the
PARTIES  from  carrying  out the  activities  contemplated  by  this  Agreement,
including manufacture and sale by P&G of products within the scope of the claims
of PATENTS;

     (c) To the best of UROMED's  knowledge,  UROMED is not now  infringing  and
never has infringed any third party patent rights related to the making,  using,
or selling of UROMED  PRODUCTS.  UROMED has received no notices of infringement,
potential infringement, judgments, or liens related to PATENTS; and

     (d) No third party has any right to receive  from UROMED any  royalties  or
other  obligations  with respect to PATENTS or UROMED  PRODUCTS and there are no
royalty-free  licenses  or  equivalent  grants to which  UROMED is a party  with
respect to PATENTS.

     7.1 Representations  Regarding Patent  Applications.  UROMED represents and
warrants that:

     (a) UROMED is the owner and current  assignee of PATENT  APPLICATIONS,  and
that its  ownership  is full,  free,  and  unencumbered,  and that  there are no
obligations,  liens, or other  encumbrances that would prevent P&G from using or
otherwise enjoying the PATENT APPLICATION; and

     (b) All PATENTS  APPLICATIONS  are pending  and are not  abandoned  for any
reason as of CLOSING.

     7.2 Representations Regarding Legal Actions. UROMED represents and warrants
that:

     (a)  There  are no past,  present,  or to the best of  UROMED's  knowledge,
threatened  litigation or administrative or arbitral proceedings with respect to
PATENTS,  PATENT APPLICATIONS,  or EQUIPMENT, or to UROMED's knowledge any basis
for such litigation or administrative or arbitral proceedings, that could in any
way delay, prevent, interfere with, add unforeseen costs, or otherwise frustrate
P&G's enjoyment of rights under this AGREEMENT.

     (b) There are no  court,  arbitrator,  or  governmental  notices,  actions,
orders,  judgments,  injunctions,  awards  or other  communications  of any kind
naming  and served on UROMED or its  AFFILIATES  or to its  knowledge  any other
party that could or do  adversely  affect  P&G's  enjoyment of rights under this
AGREEMENT; and

     (c) There are no  notices or  communications  with  respect to the  Impress
Softpatch product served on UROMED or its AFFILIATES from consumer or government
agencies other than those made of record to P&G and listed in Schedule D.

     7.3 Representations  Regarding  Compliance with Laws. UROMED represents and
warrants that:

     (a) To the best of  UROMED's  knowledge  UROMED has when  marketing  UROMED
PRODUCTS  prior  to  CLOSING  complied  with  all  applicable   general  control
provisions  of the Federal  Food,  Drug,  and Cosmetic Act (FDCA)  including its
foreign equivalents  (including without limitation annual registration,  listing
of  devices,  GMP,  and  labeling,  and  prohibitions  against  misbranding  and
adulteration).

     (b) UROMED  possesses  unrestricted  Section  510(k)  "clearance to market"
letters  from  the  FDA,  respecting  sale of  UROMED  PRODUCTS,  each of  which
clearance is valid and in force and each of which is attached as Schedule F; and

     (c) UROMED has complied and will when marketing UROMED PRODUCTS comply with
all applicable  general laws,  including without  limitation the claims made for
such  products,  the  ingredients  and raw  material  sources of such  products,
sterilization procedures, and manufacturing processes.

     7.4  Representations  Regarding  Equipment.  UROMED represents and warrants
that:
     (a) UROMED is the owner of EQUIPMENT  and will continue to remain the owner
of EQUIPMENT until the expiration of P&G's option to purchase such EQUIPMENT;

     (b) If and when P&G  exercises  its  option  to  purchase  EQUIPMENT,  such
EQUIPMENT  shall be free and  clear of any lien or other  encumbrance  such that
UROMED  will  deliver  to P&G  complete,  good  and  marketable  title  to  such
EQUIPMENT; and

     (c) Until  expiration  of P&G's option to purchase  EQUIPMENT,  UROMED will
maintain EQUIPMENT in a warehouse in accordance with generally accepted industry
practice to store equipment of this kind.

     7.5  Representation  Regarding  Authority to Execute and Perform Agreement.
UROMED represents and warrants that:

     (a) UROMED has all requisite power and authority to enter into, execute and
deliver this AGREEMENT and to perform fully its  obligations  hereunder,  and no
other corporate act or proceeding is necessary to authorize same; and

     (b)  The  execution  and  delivery  by  UROMED  of this  AGREEMENT  and the
performance  by UROMED of its  obligations  hereunder  do not require  UROMED to
obtain any consent,  approval, or action of, or make any filing with or give any
notice to any  governmental  or  regulatory  body or any other  person or entity
other than public disclosure required by federal and state securities laws.

     7.6  Representation  Regarding Assets to be Transferred.  UROMED represents
and warrants that:

     (a) The Schedules  attached  hereto  describing the EQUIPMENT,  PATENTS and
PATENT  APPLICATIONS are a complete listing of all assets owned by UROMED or its
AFFILIATES and used exclusively for manufacturing the Impress Softpatch product;

     (b) The  EQUIPMENT  was  operating  free of material  defects and  produced
limited  quantities of quality product prior to being  disassembled  and stored;
and

     (c)  No  assets  relating  exclusively  to  the  manufacturing  of  Impress
Softpatch  have been  transferred by UROMED or its AFFILIATES to any third party
since the time said assets were acquired by UROMED except for certain  packaging
equipment  which had only been used in connection  with the packaging of Impress
Softpatch but which had much broader applicability.

                         Article VIII - Other Agreements

     8.0 UROMED's  Activities.  UROMED agrees its making,  using,  or selling of
UROMED PRODUCTS and related products prior to CLOSING, as well as future making,
using,  or  selling  or  sub-licensing  of  UROMED  PRODUCTS  in  the  field  of
PRESCRIPTION USE is the sole responsibility and liability of UROMED and will not
subject P&G to any liability of any kind.

     8.1 Equipment Insurance.  For the period that P&G has an option to purchase
EQUIPMENT,  UROMED  agrees to  maintain  insurance  for at least  $600,000  (six
hundred  thousand  dollars)  to  protect  against  the loss or other  damage  to
EQUIPMENT and to make P&G a beneficiary of such  insurance.  Insurance  shall be
confirmed by a certificate of insurance or other appropriate document indicating
that P&G is a named beneficiary.

     8.2 P&G Equipment Offset. If P&G exercises its right to purchase  EQUIPMENT
and if EQUIPMENT is  materially  damaged and the  $600,000  equipment  insurance
proceeds  of  Article  8.1 are  not  sufficient  to  rehabilitate  or  refurbish
EQUIPMENT,  the PARTIES agree P&G shall have the right to utilize part or all of
the  $400,000(four  hundred  thousand  dollars)  payable  for such  exercise  to
rehabilitate or refurbish EQUIPMENT as required.  The net of any remaining funds
shall be paid to UROMED as the final  consideration  for P&G's  exercise  of its
option to purchase EQUIPMENT.  UROMED may, at its option,  maintain insurance on
EQUIPMENT  above the amount  required  under  Article  8.1. If UROMED  elects to
maintain such excess  insurance any equipment offset of this Article 8.2 will be
reduced  in  direct  proportion  to any  insurance  proceeds  paid in  excess of
$600,000  (six  hundred  thousand  dollars).  As a result,  if UROMED  elects to
maintain $1,000,000 of insurance, P&G shall have no right of offset.

     8.3 Confidentiality.  During the course of performance under this AGREEMENT
it may be  necessary  for each of the PARTIES to  disclose to the other  certain
information regarded by the disclosing PARTY as confidential.  All technical and
business  information  related to making,  using,  or selling P&G  PRODUCTS  and
UROMED  PRODUCTS  is  presumed  to  be  confidential.   Otherwise   confidential
information shall be identified as such at the time of disclosure. The receiving
party  shall  take such steps as may be  reasonably  necessary  to  prevent  the
disclosure  of  confidential   information  to  third  parties  without  written
authorization   from  the  disclosing  party.   Information  is  not  considered
confidential  if (a) said  information was known to the receiving party prior to
the disclosure by the disclosing party or is generally  available to the public;
(b) through no act on the part of the receiving party, said information  becomes
generally  available  to the  public;  (c) the  substance  of  said  information
corresponds to information furnished to the receiving party on a nonconfidential
basis by any third party having a lawful right to do so; or (d) said information
was furnished by the disclosing  party on a  nonconfidential  basis to any third
party.

                          Article IX - Indemnifications

     9.0 UROMED Obligation to Indemnify.  UROMED agrees to indemnify, defend and
hold  harmless  P&G  (and  its  directors,   officers,  employees,   affiliates,
shareholders,  successors and assigns) from and against all losses, liabilities,
damages,  costs or expenses  (including without  limitation  attorney's fees and
expenses)  actually  incurred  by P&G or any of such other  indemnified  parties
based upon,  arising out of or  otherwise  in respect of UROMED's  breach of any
representation,  warranty,  covenant,  or agreement contained in this AGREEMENT,
the  Schedules  hereto or any of the closing  documents  delivered  by UROMED in
connection  herewith up to a maximum of $7,500,000  (seven  million five hundred
thousand dollars).  Except for continuing obligations under Articles 4.2, all of
Article 6, 8.0, and 8.3,  obligations to indemnify  under this Article 9.0 shall
continue for a period of 5 (five) years.

     9.1 P&G Obligation to Indemnify.  P&G agrees to indemnify,  defend and hold
harmless   UROMED  (and  its   directors,   officers,   employees,   affiliates,
shareholders,  successors and assigns) from and against all losses, liabilities,
damages,  costs or expenses  (including without  limitation  attorney's fees and
expenses)  actually incurred by UROMED or any of such other indemnified  parties
based  upon,  arising  out of or  otherwise  in respect  of P&G's  breach of any
representation,  warranty,  covenant,  or agreement contained in this AGREEMENT,
the  Schedules  hereto  or any  of the  closing  documents  delivered  by P&G in
connection  herewith up to a maximum of $7,500,000  (seven  million five hundred
thousand  dollars).  Except for continuing  obligations under Articles 3.8, 3.9,
5.3, 5.4, 5.7, all of Article 6, and 8.3,  obligations  to indemnify  under this
Article 9.1 shall continue for a period of 5 (five) years.

                        Article X - Public Announcements

     10.0  Publicity.  Except as provided  in this  Article X, the terms of this
AGREEMENT shall not be made public or publicized. Therefore the PARTIES agree:

     (a) Upon the signing of this AGREEMENT, P&G and UROMED will jointly discuss
and agree on any press  releases  UROMED or P&G will  make,  standby  answers to
possible  third party  questions,  and any other public  statements  or comments
regarding  the execution and the subject  matter of this  AGREEMENT,  subject in
each case to disclosure otherwise required by law or regulation;

     (b) In  determining  whether  to make such  announcements,  the  principles
observed by the PARTIES will be accuracy,  the requirements for confidentiality,
whether by  agreement or not,  the  advantage a competitor  of P&G or UROMED may
gain from any statement regarding the terms of this AGREEMENT,  the requirements
of disclosure  under any  securities  laws or  regulations of the United States,
including those associated with the U.S. Securities and Exchange Commission (the
"SEC") and regulatory filings and public offerings,  the restrictions imposed by
the  Federal  FDCA,  and the  standards  and  customs in the  industry  for such
disclosures by companies comparable to P&G or UROMED.

                           Article XI - Miscellaneous

     11.0 Governing Law, Jurisdiction,  Forum Selection. This AGREEMENT, and the
rights and  obligations  of the PARTIES  hereunder,  shall be  governed  by, and
construed  and  enforced  in  accordance  with,  the  laws of the  State of Ohio
applicable  to  agreements  made and to be  performed  entirely  in such  State,
without  regard to  principles of conflict of laws.  Each of the PARTIES  agrees
that any action or proceeding based upon or relating to this AGREEMENT shall, to
the fullest  extent  permitted  by  applicable  law,  be brought and  maintained
exclusively  in the courts of the United States  District Court for the Southern
District  of  Ohio.  Each  of  the  PARTIES  hereby  irrevocably  submit  to the
jurisdiction  of the United States  District Court for the southern  District of
Ohio for the purposes of any such action or proceeding,  and irrevocably  agrees
to be bound by any judgment  rendered by any such court in connection  with such
action or proceeding.

     11.1 Survival of Terms.  The provisions of Article VII, Article IX, and all
other covenants and agreements  contained herein shall survive the execution and
closing of this AGREEMENT.

     11.2 Notices. Any notices,  consents, or other communications  provided for
in this  AGREEMENT to be made by either of the PARTIES  shall be in writing with
appropriate confirmation of receipt.

     11.3 Non-waiver of Rights.  Except as specifically provided for herein, the
waiver  from time to time by either of the PARTIES of any of the rights or their
failure to exercise any remedy shall not operate or be construed as a continuing
waiver of same or of any other of such  Part's  rights or remedies  provided in
this AGREEMENT.

     11.4  Severability.  If any provision of this AGREEMENT or the  application
thereof to any PARTY or circumstance shall, to any extent, be held to be invalid
or unenforceable, then:

     (a) The remainder of this  AGREEMENT,  or the application of such provision
to the PARTIES or circumstances  other than those as to which it is held invalid
or  unenforceable,  shall not be  affected  thereby and each  provision  of this
AGREEMENT shall be valid and be enforced to the fullest extent permitted by law;
and

     (b) The PARTIES agree to negotiate any such provision thereof in good faith
in order to provide a reasonably acceptable alternative to the provision of this
AGREEMENT or the application thereof that is invalid or unenforceable,  it being
the intent that the basic purposes of the AGREEMENT are to be effectuated.

     11.5 Entire Agreement. This AGREEMENT sets forth the entire AGREEMENT among
the  PARTIES  with  respect  to  the  purchase  and  sale  of  PATENTS,   PATENT
APPLICATION,  KNOW-HOW and  EQUIPMENT,  and  supersedes and terminates all prior
agreements  and  understandings   between  the  PARTIES  except  confidentiality
agreements.  No subsequent  alteration,  amendment,  change, or addition to this
AGREEMENT shall be binding upon the PARTIES unless reduced to writing and signed
by the respective authorized officers of the PARTIES.

     11.6 Binding Effect;  Assignment.  This AGREEMENT shall be binding upon and
inure to the benefit of the PARTIES hereto and their  respective  successors and
assigns.  Subject to the  provisions  of Article IV of this  AGREEMENT,  P&G and
UROMED may assign their rights or obligations  under this  AGREEMENT,  provided,
however,  that such  assignment  shall not  relieve the  assigning  PARTY of its
responsibility for performance of its obligations under this AGREEMENT.

     11.7  Affiliates.  The  PARTIES  agree  that each may  perform  some of its
obligations hereunder through AFFILIATES; provided, however, that P&G and UROMED
shall  remain  responsible  and be  guarantors  of  such  performance  by  their
AFFILIATES  and shall cause their  AFFILIATES  to comply with the  provisions of
this AGREEMENT in connection with such performance.

     11.8 Interpretation.  The captions appearing in this AGREEMENT are inserted
only as a matter of convenience and as a reference and in no way define,  limit,
or  describe  the  scope or intent of this  AGREEMENT  or any of the  provisions
hereof.  As the  context may  require in this  AGREEMENT,  the use of any gender
(male, female, or neuter) shall include any other gender, and the singular shall
include the plural and the plural the singular.  As used in this AGREEMENT,  the
term "person"  includes  individual,  sole  proprietorship,  partnership,  joint
venture,  trust,  corporation,  limited liability company,  association,  or any
other entity or agency. The term "days" means calendar days.

     11.9 Additional  Documents and Actions. As required after execution of this
AGREEMENT,  the PARTIES agree to execute and deliver at CLOSING and  thereafter,
without further  consideration,  such documents as required, and to cooperate as
either Party hereto may reasonably  request in such form as may be  appropriate,
necessary,  or advisable in connection with the intent and agreements  contained
herein. Such cooperation shall include, without limitation, reasonable access to
employees of either Party.

     11.10 Costs and Expenses.  Except as otherwise  provided in this AGREEMENT,
each  PARTY  shall  bear its own  costs and  expenses  in  connection  with this
AGREEMENT and the transactions contemplated thereby.

     11.11  Integration of Schedules.  All Schedules  appended to this AGREEMENT
are hereby incorporated herein and made a part of this AGREEMENT.

       Notices for P&G shall be sent to:

                  The Procter & Gamble Company
                  Attn.: Chief Patent Counsel
                  6083 Center Hill Avenue
                  Cincinnati, OH  45224
                  Facsimile:  (513) 634-7792

                  With copies to:

                  The Procter & Gamble Company
                  Attn.: President
                  Feminine Protection
                           and
                  Attn.: Associate General Counsel
                  Feminine Protection
                  One Procter & Gamble Plaza
                  Cincinnati, OH 45202
                  Facsimile: (513) 983-8768

                  Notices for UroMed shall be sent to:

                  UroMed Corporation
                  Attn.: President
                  1400 Providence Highway
                  Building #2
                  Norwood, MA 02062

                  With copy to:

                  Bingham Dana LLP
                  Attn.: John Utzschnieder
                  150 Federal Street
                  Boston, MA 02110-1726

     In witness  whereof the PARTIES have executed  this  AGREEMENT in duplicate
originals by their proper officers as of the date and year first written above.

For: UROMED CORPORATION               For:    THE PROCTOR & GAMBLE  COMPANY

By:     /s/ John G. Simon             By:     /s/ Thomas W. Handley

Title:  President                     Title:  VP, Global Feminine Protection
                                              Strategic Planning

Date:   July 20, 1999                 Date:   July 20, 1999