Exhibit 10.19

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  Confidential Materials omitted and filed separately with the Securities and
                Exchange Commission. Asterisks denote omissions.

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                                SUPPLY AGREEMENT





                                 by and between



                               BSMD VENTURES, INC.





                                       and



                               INAMED CORPORATION





                         effective as of January 3, 2001









<PAGE>
<TABLE>
<CAPTION>

                                      - i -

                                Table of Contents

    <S>                                                               <C>
                                                                      Page
        ARTICLE I......................................................1
    1.1 "Affiliate"....................................................1
    1.2 "BSMD Know How"................................................1
    1.3 "Change of Control"............................................1
    1.4 "FDA"..........................................................2
    1.5 "Field"........................................................2
    1.6 "First Commercial Sale"........................................2
    1.7 "GAAP".........................................................2
    1.8 "Gross Margin".................................................2
    1.9 "Gross Revenue"................................................2
    1.10"Initial Transfer Price".......................................2
    1.11"Microspheres".................................................2
    1.12"Microspheres Specifications"..................................2
    1.13"Net Sales"....................................................2
    1.14"Notified Body"................................................3
    1.15"Patent Rights"................................................3
    1.16"PMA"..........................................................3
    1.17"Products" and "Product".......................................3
    1.18"Supplemental Transfer Price"..................................3
    1.19"Territory"....................................................3
    1.20"Third Party"..................................................3
    1.21Additional Definitions.........................................3
        ARTICLE II.....................................................4
    2.1 Supply.........................................................4
    2.2 Initial Transfer Price.........................................4
    2.3 Payment Terms..................................................4
    2.4 Delivery.......................................................4
    2.5 Microspheres Supply............................................5
    2.6 Orders; Forecasts..............................................5
    2.7 Conformance to Specifications..................................5
    2.8 Remedy for Nonconforming Microspheres..........................5
    2.9 Remedy for Interruption of Supply..............................6
    2.10Regulatory Matters.............................................6
    2.11Manufacturing Put Right........................................6
        ARTICLE III....................................................7
    3.1 Payment Obligation.............................................7
    3.2 Payment Period.................................................7
    3.3 Quarterly Reports and Payments.................................7
    3.4 Method of Payment, Interest on Overdue Amounts; No Set-Offs....8
    3.5 Foreign Exchange Conversions...................................8
    3.6 Right to Audit.................................................8
    3.7 Responsibility for Taxes.......................................9
        ARTICLE IV.....................................................9
    4.1 Up-front Payments..............................................9
    4.2 Milestones.....................................................9
                                      -i-
<PAGE>

    4.3 Number and Timing of Payments.................................10
    4.4 Payment of Milestones.........................................10
        ARTICLE V.....................................................10
    5.1 Additional Consultation.......................................10
    5.2 Development and Marketing.....................................10
    5.3 Improvements..................................................10
        ARTICLE VI....................................................10
    6.1 Due Organization, Authority and Non-Contravention.............10
    6.2 Intellectual Property.........................................11
    6.3 BSMD's Warranties.............................................11
    6.4 Limitation of Warranties......................................11
    6.5 Indemnities...................................................11
    6.6 Limitation on Indemnity.......................................11
    6.7 Indemnification Procedures....................................11
    6.8 Insurance.....................................................12
        ARTICLE VII...................................................12
    7.1 Term..........................................................12
    7.2 Breach........................................................12
    7.3 BSMD Right to Terminate.......................................12
    7.4 Sale of Inventory.............................................13
    7.5 Effect of Termination.........................................13
    7.6 BSMD's Obligation on Termination under Section 7.3(b).........13
    7.7 Waiver of Defaults............................................13
        ARTICLE VIII..................................................13
    8.1 Confidentiality...............................................13
    8.2 Public Announcements..........................................14
        ARTICLE IX....................................................14
    9.1 Good Faith Negotiation........................................15
    9.2 Arbitration...................................................15
    9.3 Remedies......................................................15
    9.4 Attorney's Fees...............................................15
        ARTICLE X.....................................................15
   10.1 Notices.......................................................16
   10.2 Governing Law.................................................16
   10.3 Severability..................................................16
   10.4 Headings......................................................16
   10.5 Entire Agreement; Amendment...................................16
   10.6 Assignment....................................................16
   10.7 Force Majeure.................................................16
   10.8 Non-Waiver....................................................17
   10.9 Limitation on Liabilities.....................................17
   10.10Disclaimer of Agency..........................................17
   10.11Counterparts..................................................17
</TABLE>
<PAGE>

                                      -ii-

Exhibit A - Costs of Goods Sold
Exhibit B - Description of Microspheres
Exhibit C - Microspheres Specifications

                                      -iii-
<PAGE>

                                SUPPLY AGREEMENT

     This Supply  Agreement (this  "Agreement") is made and effective as of this
3rd day of January,  2001 (hereinafter  referred to as the "Effective Date"), by
and between BSMD Ventures,  Inc., a corporation organized and existing under the
laws of Delaware with offices at 1050 Hingham  Street,  Rockland,  Massachusetts
01752 ("BSMD"),  and Inamed  Corporation,  a corporation  organized and existing
under the laws of Delaware  with offices at 11 Penn Plaza,  Suite 946, New York,
New York 10001 ("Inamed").

                                    RECITALS

     WHEREAS,  BSMD is a medical device company  engaged in, among other things,
the   business  of   developing,   manufacturing   and   marketing   proprietary
bioengineered acrylic beads referred to as microspheres;

     WHEREAS,  Inamed is a surgical and medical device company engaged in, among
other things,  the business of developing,  manufacturing  and marketing medical
devices for  plastic  and  reconstructive  surgery  and the  aesthetic  medicine
market;

     WHEREAS, Inamed desires to exclusively purchase from BSMD, and BSMD desires
to  exclusively  supply to  Inamed,  microspheres  for use  solely in  specified
products sold by Inamed;

     NOW, THEREFORE,  in consideration of the foregoing and the mutual covenants
and  considerations  set forth  herein,  the parties  hereto  mutually  agree as
follows:

ARTICLE I

                                   DEFINITIONS

     The following terms shall have the meanings set forth in this Article I:

1.1  "Affiliate" of a particular  party shall mean all  corporations or business
     entities which, directly or indirectly,  are controlled by, control, or are
     under common control with such party. For this purpose,  the meaning of the
     word "control" shall mean (a) in the case of corporate entities,  direct or
     indirect  ownership of fifty  percent (50%) or more of the voting shares or
     interest of such  corporation  or business  entity having the right to vote
     for  the  election  of  directors,  and (b) in the  case  of  non-corporate
     entities,  direct or indirect  ownership of at least fifty percent (50%) of
     the equity interest with the power to direct the management and policies of
     such non-corporate entities.

1.2  "BSMD Know How" shall  mean all  scientific  and  medical  information  and
     technical data invented,  developed or acquired by or on behalf of or under
     the control of BSMD as of the Effective Date relating to the use or sale of
     Microspheres in the Field.

1.3  "Change of Control" means (a) a merger,  consolidation or other transaction
     or series of related  transactions  as a result of which  persons  who were
     shareholders  of Inamed  immediately  prior thereto  would not  immediately
     thereafter beneficially own (as defined in Rule 13d-3 promulgated under the

                                     - 1 -
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     Securities  Exchange Act of 1934,  as amended  ("Exchange  Act"),  at least
     fifty percent (50%) of the combined voting power of Inamed or the surviving
     entity  immediately  after  such  transaction;  or (b)  any one  person  or
     "group," as such terms are used in Section  13(d) and 14(d) of the Exchange
     Act (other than any trustee or other fiduciary holding  securities under an
     employee  benefit  plan of  Inamed),  together  with  any of such  person's
     "affiliates" or  "associates,"  as such terms are used in the Exchange Act,
     becoming the beneficial owner (as defined in Rule 13d-3  promulgated  under
     the Exchange  Act) of fifty  percent  (50%) or more of the combined  voting
     power of the outstanding securities of Inamed.

1.4  "FDA" shall mean the United States Food and Drug Administration.

1.5  "Field" shall mean [****].

1.6  "First  Commercial  Sale"  shall  mean the first  sale in any  country of a
     Product to a customer,  made after all applicable regulatory clearances and
     approvals  to market  have been  received in such  country.  Sales for test
     marketing or clinical  trial purposes shall not be considered to constitute
     a "First Commercial Sale."

1.7  "GAAP" shall mean United States generally accepted  accounting  principles,
     consistently applied.

1.8  "Gross  Margin"  shall mean Net Sales minus cost of goods sold,  divided by
     Net Sales,  expressed as a percent,  all calculated in accordance with GAAP
     to the extent  applicable and consistent with the past practices of Inamed.
     Inamed's  cost  of  goods  shall  be  based  on  the  direct  and  indirect
     manufacturing  costs  historically  allocated  to the  [****]  in which its
     [****] products are  manufactured,  as further described in Exhibit A. BSMD
     and Inamed shall mutually agree in writing to any material  change (e.g. in
     excess of [****]) in the allocation of indirect costs,  such agreement
     not to be unreasonably withheld by either party.

1.9  "Gross  Revenue" shall mean the amount invoiced by Inamed or its Affiliates
     to Third Parties for the sale of Products.

1.10 "Initial  Transfer  Price" shall mean [****] per each cubic  centimeter  of
     [****]  volume of  Microspheres  in [****],  with a testing  protocol to be
     agreed upon by the parties prior to the First Commercial Sale.

1.11 "Microspheres" shall mean BSMD's proprietary  bioengineered  acrylic beads,
     as described in Exhibit B hereto, which are manufactured in accordance with
     the Microspheres Specifications.

1.12 "Microspheres   Specifications"   shall   mean   the   specifications   for
     Microspheres  which are set forth on Exhibit C hereto,  and any  further or
     different specifications as may hereafter be agreed upon by the parties and
     set forth in an amendment to Exhibit C.

1.13 "Net  Sales"  shall  mean  Gross  Revenues  less the  following:  (i) cash,
     quantity or other discounts actually given or rebates paid by Inamed or its
     Affiliates to Third Parties; (ii) credits,  refunds and allowances actually
     given to customers for returns,  rejections and recalls;  (iii) charges for

                                     - 2 -
<PAGE>
     freight,  insurance and transportation  specifically included in the amount
     billed;  and (iv) sales and use taxes,  duties or other government  tariffs
     and similar taxes incurred and government mandated rebates;  all calculated
     in accordance  with GAAP to the extent  applicable and consistent  with the
     past practices of Inamed.

1.14 "Notified Body" shall mean that entity or those entities  contracted for in
     accordance  with  European  Union rules and  regulations  to determine  the
     compliance  of the  Products  with the  applicable  sections of the Medical
     Devices Directive and/or to obtain CE marking for the Products.

1.15 "Patent Rights" shall mean BSMD's patents and patent applications,  and all
     patents and patent applications,  foreign or domestic,  filed by or issued,
     licensed  or  assigned  to BSMD as of the  date  of this  Agreement  in the
     Territory,  together  with any and all patents that have issued  therefrom,
     including  any and  all  divisions,  continuations,  continuations-in-part,
     extensions,  provisionals,  additions  or  reissues  of or to  any  of  the
     aforesaid patents and patent  applications,  but only insofar as any of the
     foregoing relate to the use or sale of Microspheres in the Field.

1.16 "PMA" shall mean a premarket approval  application under Section 515 of the
     U.S. Federal, Food, Drug and Cosmetic Act, as amended.

1.17 "Products" and "Product"  shall mean Inamed's  products in the Field, as of
     such time as such products include as a component Microspheres.

1.18 "Supplemental  Transfer Price" shall mean the  supplemental  portion of the
     price,  if any, at which  Inamed  purchases  Microspheres  from BSMD as set
     forth in Section 3.1 of the Agreement.

1.19 "Territory" shall mean the world.


1.20 "Third  Party"  shall mean any party  other than BSMD,  BSMD's  Affiliates,
     Inamed, or Inamed's Affiliates.

1.21 Additional  Definitions.  Each of the following definitions as set forth in
     the section of this Agreement indicated below:

          Definition                                             Section
          ----------                                             -------
          Business Day                                              3.4
          Exchange Act                                              1.3
          Independent Auditors                                      3.6

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<PAGE>
                                   ARTICLE II

                               MICROSPHERES SUPPLY

2.1  Supply.  During the term of and  subject to this  Agreement,  BSMD shall be
     obligated to supply  exclusively  to Inamed in the  Territory  Microspheres
     conforming with the  Specifications  annexed hereto as Exhibit C for use in
     Products in the Field,  and hereby grants to Inamed the exclusive  right to
     use  Microspheres in its Products in the Field which  incorporate BSMD Know
     How and Patent Rights, provided that BSMD shall retain all right, title and
     interest in and to the BSMD Know How and the Patent  Rights.  Payments made
     by Inamed under Sections 4.1,  4.2(b) and 4.2(c) shall be in  consideration
     for the rights granted under the prior sentence.  Inamed shall be obligated
     to  purchase  microspheres  exclusively  from BSMD and  shall  agree not to
     purchase any  microspheres  from any Third Party for use in Inamed products
     in the Field.  BSMD shall  expressly  prohibit any Third Party purchaser of
     Microspheres  from using such  Microspheres  in  products  in the Field and
     further  agrees  that it will not sell  Microspheres  to any Third Party if
     BSMD knows  that such  Third  Party  intends  to use such  Microspheres  in
     products in the Field. If, after the sale of Microspheres to a Third Party,
     BSMD  learns  that such  Third  Party has  undertaken  to  develop  or sell
     products in the Field which incorporate those Microspheres, then BSMD shall
     immediately  cease supplying  Microspheres to such Third Party.  BSMD shall
     have no obligations  with respect to the supply of Microspheres  for use in
     products  outside  of the  Field,  and  Inamed  shall  have no right to use
     Microspheres outside of the Field,  including without limitation for use in
     Inamed's [****] for the treatment of [****].

2.2  Initial  Transfer Price.  Inamed shall pay BSMD the Initial Transfer Price,
     subject to increase  from time to time,  but not more often than  annually:
     (a) with respect to BSMD's cost of raw  materials,  in percentage  not more
     than [****]% of its documented increase in such costs; and (b) with respect
     to labor, overhead and other elements of BSMD's cost of goods manufactured,
     for the  effect of  inflation  based on the  Consumer  Price  Index for the
     Northeastern  United States,  or the Consumer Price Index of the country of
     manufacturing as adjusted for foreign exchange fluctuation, if manufactured
     outside of the United  States.  BSMD shall notify  Inamed in writing of any
     increase in this  Initial  Transfer  Price  pursuant to this Section 2.2 at
     least  [****]  days  prior  to  its  effective  date.  Notwithstanding  the
     foregoing,  after giving  effect to the foregoing  adjustments  in no event
     will  the  price of  Microspheres  for one  cubic  centimeter  of  Product,
     assuming a maximum Microsphere concentration of [****] percent ([****]%) in
     a single cubic centimeter of Product, exceed $[****].

2.3  Payment Terms. Payment to BSMD of the Initial Transfer Price for any supply
     of  Microspheres  shall be due and payable in U.S.  Dollars [****] ([****])
     days after  invoice by BSMD to Inamed for such  Microspheres.  Payments not
     received on or before [****] days after the Due Date shall bear interest at
     the rate  which is the lesser of (a) [****]  percent  ([****]%)  per month,
     compounded  annually,  or (b) the maximum  lawful  interest rate  permitted
     under applicable law.

2.4  Delivery. Unless otherwise agreed in writing, the Microspheres will be sold
     to  Inamed,  F.O.B.  BSMD's  facilities  in  Paris,  France  or such  other
     locations as  specified in writing by BSMD from time to time.  Any order by
     Inamed  may be  canceled  or  changed  prior  to  acceptance  by  BSMD  and
     thereafter  with the  written  consent  of  BSMD.  Unless  Inamed  requests

                                     - 4 -
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     otherwise,  all Microspheres ordered by Inamed shall be packed for shipment
     and stored in accordance with BSMD's standard commercial  practices.  It is
     Inamed's  obligation to notify BSMD of any special packaging  requirements,
     which shall be at Inamed's  expense.  BSMD shall deliver  Microspheres into
     the possession of a common  carrier  designated by Inamed no later than the
     date  specified for such delivery on the relevant  purchase  order for such
     Microspheres.  If Inamed does not designate a common  carrier by such date,
     then  BSMD may do so on  Inamed's  behalf.  Risk of loss and  damage to the
     Microspheres shall pass to Inamed upon the delivery of such Microspheres to
     the designated common carrier.

2.5  Microspheres  Supply.  BSMD shall use  commercially  reasonable  efforts to
     supply to Inamed all requirements of the Microspheres  requested by Inamed,
     but BSMD shall have no  obligation  to supply  Inamed  with  quantities  of
     Microspheres  during any quarter in excess of [****]  percent  ([****]%) of
     the  quantity   forecasted   by  Inamed  for  such  quarter  (the  "[****]%
     Forecast").  Whether  or not  BSMD  elects  to  accept a firm  order  for a
     quantity  of  Microspheres  in excess of the [****]%  Forecast,  if BSMD is
     unable to supply  [****]  percent  ([****]%) of Inamed's firm orders of the
     Microspheres, up to the [****]% Forecast, for more than [****] days, Inamed
     shall  have the right to  assume  the  manufacture  of its  requirement  of
     Microspheres in accordance with Section 2.9 below.

2.6  Orders; Forecasts. At least [****] days prior to the start of each calendar
     quarter, Inamed shall provide BSMD with a firm purchase order for the total
     amount of the  Microspheres to be ordered for shipment during each month of
     such quarter and an estimate of its  Microspheres  requirements for each of
     the next three (3) quarters (each such estimate updating previous estimates
     and  adding  an  estimate  for the  next  succeeding  quarter).  Each  firm
     quarterly  purchase order will be no less than [****] percent  ([****]%) of
     the preceding  quarter's  estimate for such quarter.  In addition,  at such
     time as such firm quarterly purchase order is submitted,  each estimate for
     the next  succeeding  quarter  (i.e.,  the  quarter  immediately  after the
     quarter for which such firm purchase  order is  submitted)  shall be within
     [****] percent  ([****]%) of the  immediately  preceding  estimate for such
     quarter,  and each  estimate  for the second  quarter  thereafter  shall be
     within [****] percent ([****]%) of the immediately  preceding  estimate for
     such quarter.

2.7  Conformance to Specifications. BSMD shall deliver a certificate of analysis
     with each lot of  Microspheres  specifying  the results of analysis to show
     conformance with the applicable Microspheres Specifications.  Each such lot
     shall be deemed  accepted by Inamed unless BSMD receives  written notice of
     rejection of the lot (due to the failure of Microspheres to comply with the
     Microspheres  Specifications as of the time the lot was received by Inamed)
     within  [****]  days  after  Inamed's  receipt  of  the
     Microspheres.  If BSMD does not agree with  Inamed  that the  supplied  lot
     fails to  conform  to the  Microspheres  Specifications,  the matter may be
     submitted to an independent  laboratory acceptable to both parties in order
     to resolve the  discrepancy in the analysis of the  Microspheres  rejected.
     The cost of assay by the independent laboratory shall be borne by the party
     whose analysis was in error.

2.8  Remedy  for  Nonconforming  Microspheres.  If  Inamed  considers  any  BSMD
     shipment  not to conform  to the  applicable  Microspheres  Specifications,
     Inamed  shall  notify BSMD as provided in Section 2.7 and provide BSMD with
     the relevant analysis. BSMD'S SOLE OBLIGATION AND INAMED'S EXCLUSIVE REMEDY

                                     - 5 -
<PAGE>
     FOR ANY SUCH NONCONFORMITY SHALL BE, AT BSMD'S OPTION, EITHER:

     (a)  BSMD  shall at its own  expense  accept  return  of any  shipment  not
          accepted, or else reimburse Inamed for the reasonable cost of disposal
          or destruction; or

     (b)  BSMD  shall  use  commercially   reasonable  efforts  to  replace  the
          non-conforming    shipment   with   conforming   Microspheres   within
          [****]  days of Inamed's notice of  nonconformity.
          For  purposes  hereof,  replacement  may include  reprocessing  of the
          Microspheres,  so long as such reprocessing is mutually agreed upon by
          the parties and conforms to applicable law and  regulation,  including
          FDA current Good Manufacturing Practices.

2.9  Remedy for  Interruption of Supply.  If for any reason BSMD fails to supply
     Inamed with [****]  percent  ([****]%) of Inamed's firm orders of
     the  Microspheres,   up  to  the  [****]%   Forecast,  for  more  than
     [****] days, BSMD shall, AS INAMED'S SOLE AND EXCLUSIVE
     REMEDY  FOR  ANY   FAILURE  TO  SUPPLY   MICROSPHERES,   grant   Inamed  an
     immediately-effective, [****] license to manufacture Microspheres and
     make knowledgeable  personnel reasonably  available,  at BSMD's expense, to
     consult  with  Inamed,  all to the  extent  necessary  to enable  Inamed to
     manufacture  Microspheres  that would  otherwise have been supplied by BSMD
     hereunder.  Any  such  license  shall  be  subject  to a  royalty  equal to
     [****]  percent  ([****]%)  of Net Sales  (which shall be paid in
     lieu of the Initial  Transfer  Price and the  Supplemental  Transfer  Price
     payments)  and shall have such other terms and  conditions  as shall be set
     forth in the form of manufacturing  license agreement to be mutually agreed
     upon by the parties,  acting in good faith.  Inamed  acknowledges  that, in
     doing the  foregoing,  BSMD will not be  providing a  "turnkey"  operation.
     Rather,  BSMD will only be required to make reasonably  available to Inamed
     the best standard of knowledge and  information  then available to BSMD and
     actually used in its manufacture of Microspheres.

2.10 Regulatory  Matters. On reasonable notice and during normal business hours,
     BSMD shall allow an Inamed  representative and one or more  representatives
     of a Notified Body, of the FDA and/or of any other health or medical device
     regulatory  agency  access  to  the  manufacturing,   filling,   packaging,
     labeling, warehousing, storage and quality control equipment and facilities
     utilized  with  respect to  Microspheres  being  produced  pursuant to this
     Agreement,  and  to  all  applicable  records  relating  to  manufacturing,
     filling, labeling, warehousing,  storage, packaging, and quality control of
     Microspheres  being produced pursuant to this Agreement.  BSMD shall notify
     Inamed of any such Notified Body or FDA  inspection or  inspections  by any
     other health or medical device  regulatory  agency related to  Microspheres
     being  produced  pursuant  to this  Agreement  and  shall  allow an  Inamed
     representative to be present during same.

2.11 Manufacturing Put Right. During the term of this Agreement, BSMD shall have
     the right,  at any time upon [****] months prior written  notice to Inamed,
     to cease manufacturing Microspheres and, immediately upon provision of such
     notice,  shall  grant  to  Inamed  an  immediately-effective,  nonexclusive
     license  to  manufacture  Microspheres  for  use  in  the  Field  and  make
     knowledgeable personnel reasonably available, at BSMD's expense, to consult
     with Inamed, all to the extent necessary to enable Inamed to produce

                                     - 6 -
<PAGE>
     Microspheres that would otherwise have been supplied by BSMD hereunder. Any
     such  license  shall  be  subject  to a  royalty  equal to  [****]  percent
     ([****]%) of Net Sales (which shall be paid in lieu of the Initial Transfer
     Price and the Supplemental  Transfer Price set forth in Article III hereof)
     and shall have such other terms and  conditions  as shall be set forth in a
     Manufacturing  License Agreement (the "Manufacturing  License  Agreement"),
     the terms and  conditions of which shall be negotiated in good faith by the
     parties and shall be attached as Exhibit D to this  Agreement  on or before
     [****]. The Manufacturing  License Agreement shall be immediately effective
     without  further  action by BSMD or Inamed  upon  notice by  Inamed,  given
     within the [****]  period after BSMD gives notice of its intention to cease
     manufacturing   Microspheres,   hat  Inamed  intends  to  manufacture   the
     Microspheres for use in the Field.

                                  ARTICLE III

                           SUPPLEMENTAL TRANSFER PRICE

3.1  Payment Obligation. In addition to the Initial Transfer Price, Inamed shall
     pay  to  BSMD  a  Supplemental   Transfer  Price  equal  to  the  following
     percentages  of the  Net  Sales  of the  Products  sold by  Inamed  and its
     Affiliates:

     (a)  [****]  ([****]%)  of Net Sales if Inamed's  Gross Margin is
          equal to or less than [****] ([****]%);

     (b)  [****]  ([****]%)  of Net Sales if Inamed's  Gross Margin is
          greater  than  [****]   percent   ([****]%)  but  less  than
          [****]  ([****]%); and

     (c)  [****]  ([****]%)  of Net Sales if Inamed's  Gross Margin is
          equal to or greater than [****]  ([****]%).

3.2  Payment  Period.   The  Supplemental   Transfer  Price  payment  obligation
     described  in Section 3.1 above shall  commence on the  Effective  Date and
     shall continue for the term of the Agreement,  subject to the provisions of
     Section 2.9 and 2.11.

3.3  Quarterly Reports and Payments. Not later than [****] days after the end of
     each calendar quarter,  Inamed shall deliver to BSMD a quarterly statement,
     setting  forth,  on  a   jurisdiction-by-jurisdiction   basis,  during  the
     preceding calendar quarter as to: (a) Inamed's commercially reasonable best
     estimate of the  aggregate Net Sales  received by Inamed or its  Affiliates
     for such  Products;  (b) Inamed's Gross Margin on such estimated Net Sales;
     and (c) the Supplemental  Transfer Price, if any, payable on such estimated
     Net Sales pursuant to this provision. Payment to BSMD of all amounts due on
     such estimated Net Sales shall accompany such report. Not later than [****]
     days after the end of each calendar quarter, Inamed shall deliver to BSMD a
     definitive     quarterly     statement,     setting     forth,     on     a
     jurisdiction-by-jurisdiction  basis,  during the preceding calendar quarter
     as to: (a) the aggregate Net Sales received by Inamed or its Affiliates for
     such  Products;  (b) Inamed's  Gross Margin on such Net Sales;  and (c) the
     Supplemental  Transfer Price, if any, payable on such Net Sales pursuant to
     this provision,  and shall tender with such definitive  quarterly statement
     any  additional  payment due to BSMD on Net Sales in such quarter in excess
     of the previously-delivered payment of amounts due on estimated Net Sales.

                                     - 7 -
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3.4  Method of Payment,  Interest on Overdue Amounts; No Set-Offs.  All payments
     hereunder  shall be made by check or wire transfer to such bank and account
     as BSMD may from time to time  designate in writing.  All payments shall be
     made in U.S. Dollars.  Whenever any payment hereunder shall be stated to be
     due on a day which is not a day that banks are open for business in Boston,
     Massachusetts  (a  "Business  Day"),  such  payment  shall  be  made on the
     immediately succeeding Business Day. Payments hereunder shall be considered
     to be made as of the day on which they are  received  at BSMD's  designated
     bank.  All payments  due  hereunder  but not paid on or before  [****] days
     after the due date shall bear interest (in U.S.  Dollars) at the rate which
     is the  lesser of:  (i)  [****]  per cent  ([****]%)  per month or (ii) the
     maximum lawful interest rate permitted under  applicable law. Such interest
     shall accrue on the balance of unpaid amounts from time to time outstanding
     from the date on which  portions of such amounts become due and owing until
     payment  thereof in full. No part of any amount  payable to BSMD  hereunder
     may be reduced due to any counterclaim,  set-off, adjustment or other right
     which  Inamed  might  have  against  BSMD,  any other  party or  otherwise.
     Calculations and  determination of amounts payable  hereunder shall be made
     using GAAP.

3.5  Foreign  Exchange  Conversions.  If any Net Sales are  stated in a currency
     other than U.S.  Dollars,  then, for the purpose of calculating  the amount
     due to BSMD hereunder,  such Net Sales shall be converted into U.S. Dollars
     at the exchange  rate between  those two  currencies  which is equal to the
     average  of the  exchange  rate most  recently  quoted  in The Wall  Street
     Journal in New York as of the first and last  business day of the month for
     which such amounts are being paid (or such other method, utilizing publicly
     available sources, as Inamed may from time to time generally utilize in its
     currency accounting procedures,  consistent with GAAP, in which case Inamed
     shall  promptly  notify BSMD of such change).  If no such exchange rate has
     been quoted in The Wall  Street  Journal in New York at any time during the
     twelve (12) month period  preceding  the date on which such amount  becomes
     due to BSMD (or such  other  publicly  available  source as Inamed may from
     time to time designate),  such Net Sales shall be deemed to be equal to the
     Net Sales for such Product most recently charged by Inamed in U.S. Dollars.

3.6  Right to Audit.  Inamed agrees to make and keep full and accurate books and
     records in sufficient detail to enable amounts payable to BSMD hereunder to
     be  determined.  BSMD  shall  have the  right  to  appoint  an  independent
     accounting  firm  ("Independent  Auditor"),  to make a special audit of the
     books and records of Inamed that  pertain to the  calculation  of Net Sales
     and Gross Margin.  The Independent  Auditor shall treat as confidential all
     information  obtained in such audit and shall not disclose the same to BSMD
     or others,  except that the  Independent  Auditor may disclose to BSMD such
     information as may pertain to the calculation of amounts due hereunder.  On
     [****] days' prior written  notice to Inamed,  but no more than once during
     any calendar year (unless BSMD, in good faith, has a concern about specific
     inaccuracy, in which case more than once per year), the Independent Auditor
     shall  have full  access to the books and  records of Inamed  necessary  to
     confirm the amounts  which are due to BSMD under this  Agreement,  and such
     Independent  Auditor  shall  have the  right to make  copies  therefrom  at
     Inamed's  expense.  The  Independent  Auditor shall have such access during
     normal  business  hours.  Prompt  adjustment  shall be made to reflect  the
     results of such audit.  If it is determined  following  such audit that the
     amount of Net Sales or Gross  Margin for the  period  covered by such audit
     was understated by Inamed by at least [****] percent ([****]%), then Inamed
     shall reimburse BSMD for the reasonable  out-of-pocket  costs of such audit
     incurred by BSMD within [****] days after Inamed's demand therefor,

                                     - 8 -
<PAGE>
     along with the shortfall of Supplemental Transfer Price payments,  and with
     interest on the shortfall  amount from the date  originally due to the date
     of  payment  at the rate  which  is the  lesser  of:  (i)  [****]  per cent
     ([****]%) per month and (ii) the maximum  lawful  interest  rate  permitted
     under applicable law.

3.7  Responsibility  for Taxes.  Taxes now or hereafter  imposed with respect to
     the transactions contemplated hereunder (with the exception of income taxes
     or other taxes imposed upon BSMD and measured by the gross or net income of
     BSMD) shall be the responsibility of Inamed, and, if paid or required to be
     paid by BSMD, the amount thereof shall be added to and become a part of the
     amounts  payable by Inamed  hereunder.  Notwithstanding  the foregoing,  if
     Inamed is  required  to  withhold  taxes from any amount  payable by Inamed
     hereunder,  then Inamed  shall pay to BSMD an  additional  amount as may be
     necessary so that BSMD will receive,  after  deduction of such  withholding
     tax,  the amount  which BSMD would  have  received  in the  absence of such
     withholding tax.

                                   ARTICLE IV

                        UP-FRONT PAYMENTS AND MILESTONES

4.1  Up-front  Payments.  In  addition  to all  other  amounts  payable  to BSMD
     hereunder,  Inamed shall pay to BSMD by wire  transfer:  (i) [****] Dollars
     ($[****])   within  [****]  ([****])  days  after  the  execution  of  this
     Agreement; and (ii) an additional [****] Dollars ($[****]) on [****].

4.2  Milestones.  As additional  consideration  for the rights granted to Inamed
     hereunder, Inamed shall pay to BSMD the following amounts upon achievement,
     prior to the expiration or termination  of this  Agreement,  of each of the
     following applicable milestones:

     (a)  If in the  period of [****]  starting  with the first day of the first
          fiscal quarter after [****], and/or if in any subsequent [****] period
          beginning on a [****] anniversary of the first day of the first fiscal
          quarter after [****] (or in such shorter  period if the  expiration or
          termination  of this  Agreement  shall occur before the  conclusion of
          such [****] period),  Inamed receives in excess of [****] ($[****]) of
          Net Sales for the sale of Products in the  Territory  in such  period,
          for each such period,  an amount equal to [****] percent  ([****]%) of
          the  difference  between the Net Sales received by Inamed for the sale
          of  Products  in the  Territory  for such  period and  [****]  Dollars
          ($[****]);

     (b)  [****]  Dollars  ($[****])  upon [****] of Inamed's PMA for the use of
          the Product [****]; and

     (c)  [****]  Dollars  ($[****])  upon  [****]  of a specific
          label claim for the Product  that such  Product is  [****]  for a
          period [****].

                                     - 9 -
<PAGE>

4.3  Number and Timing of Payments.  Each of the  milestone  payments in Section
     4.2(b) and (c) above shall be payable one time only. The milestone  payment
     in Section  4.2(a),  if due, shall be paid on a quarterly  basis,  starting
     with the first  quarter  within  each  XXXXXXXXXXX  period  for which  such
     payment is due,  until the end of such period,  in accordance  with each of
     the procedures and other terms and conditions  applicable to the payment of
     the Supplemental Transfer Price set forth in Sections 3.3 to 3.7 above. The
     payments made by Inamed under  Sections 4.1,  4.2(b) and 4.2(c) shall be in
     consideration  of the grant of  rights to the BSMD Know How and the  Patent
     Rights pursuant to this Agreement.

4.4  Payment of  Milestones.  Inamed  shall  promptly  and, in any case,  within
     thirty (30) days,  notify BSMD in writing of the  occurrence of each of the
     milestones set forth above. Within five (5) business days after the date of
     such notice,  Inamed shall pay to BSMD, in U.S.  Dollars by wire  transfer,
     the milestone payments set forth above.

                                   ARTICLE V

                             ASSISTANCE; DEVELOPMENT

5.1  Additional  Consultation.  BSMD  shall  make  available  to  Inamed,  on  a
     reasonable  consultation  basis, such advice of its technical  personnel as
     may reasonably be requested by Inamed in connection with its development of
     any  Products.  Inamed  agrees to  reimburse  BSMD for the  reasonable  and
     customary  charges or the time of such personnel when consulting for Inamed
     at Inamed's  facilities or at any place other than BSMD's facilities.  Upon
     receipt by Inamed of copies of  receipts or other  appropriate  evidence of
     expenditures  by BSMD,  Inamed shall  reimburse BSMD for reasonable  travel
     expenses  (coach  class  airfare in the United  States and  business  class
     airfare  outside  the United  States,  ground  transportation,  lodging and
     meals) for travel incurred by BSMD at the request of Inamed while rendering
     services hereunder.

5.2  Development and Marketing.  Inamed shall be responsible for the development
     of Products at its sole cost.  Inamed shall  exclusively own all rights to,
     and bear the cost and  expense  of,  any  submissions  required  to  obtain
     pre-marketing  government  approvals  or any other  approvals  necessary to
     commercialize  the Products in each country of the Territory.  Inamed shall
     use  commercially  reasonable  efforts to develop,  register,  manufacture,
     market, and sell the Products.

5.3  Improvements. BSMD agrees to use reasonable efforts to inform Inamed of any
     material improvements made to the Microspheres from time to time.

                                   ARTICLE VI

             REPRESENTATIONS, WARRANTIES, INDEMNITIES AND INSURANCE

6.1  Due Organization,  Authority and  Non-Contravention.  Each party represents
     and warrants to the other that it is duly  organized  and validly  existing
     under the laws of the state of its organization,  that it has the requisite
     corporate  authority to execute and deliver this  Agreement  and to perform
     its  obligations  hereunder,  and that the execution and performance of its
     obligations  hereunder  are  not  and  will  not be in  violation  of or in
     conflict with any material obligation it may have to any third party.

                                     - 10 -
<PAGE>
6.2  Intellectual Property. BSMD represents and warrants that it is the sole and
     exclusive owner or exclusive  licensee of all right,  title and interest in
     and to the BSMD Know How and the Patent Rights.

6.3  BSMD's  Warranties.  BSMD  represents  and warrants  that any  Microspheres
     supplied by it to Inamed hereunder for use in the Products:

     (a)  shall conform to the  Microsphere  Specifications  in effect as of the
          order date therefor; and

     (b)  shall not be  adulterated  or  misbranded  within  the  meaning of the
          Federal Food, Drug and Cosmetics Act at the time of shipment.

6.4  Limitation of Warranties.  THE FOREGOING WARRANTIES ARE IN LIEU OF, AND THE
     PARTIES EACH DISCLAIM, ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR ARISING BY
     LAW,    INCLUDING   WITHOUT    LIMITATION   ANY   IMPLIED   WARRANTIES   OF
     MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

6.5  Indemnities. Inamed shall indemnify, defend and hold BSMD harmless from any
     and all third-party  claims to the extent arising from, in connection with,
     based  upon,  by reason  of,  or  relating  in any way to the  formulation,
     development, supply, production,  manufacture, sale, delivery, distribution
     or use of the  Products  by Inamed  or its  Affiliates,  including  without
     limitation  any  claim,  action  or  damages  arising  out of  any  alleged
     infringement  of  any   intellectual   property  right  by  reason  of  the
     manufacture,  importation,  use or sale of  Products or  Microspheres  when
     incorporated in Products.

6.6  Limitation on Indemnity. Notwithstanding anything to the contrary set forth
     elsewhere  herein,  Inamed shall not be  obligated  to  indemnify  BSMD for
     claims or liabilities to the extent arising from BSMD's, or its Affiliates'
     or assigns',  negligence,  intentional misconduct, or breach of its duties,
     obligations, warranties or representations set forth herein.

6.7  Indemnification  Procedures.  Whenever  indemnification  is provided for by
     Inamed under this  Agreement,  such right of  indemnification  shall extend
     also to BSMD's Affiliates, officers, directors,  shareholders,  successors,
     assigns,  agents,  employees,  and  insurers  to the extent the same become
     subject to such claim in such  capacity.  BSMD shall  provide  Inamed  with
     written  notice of any claim or action  within  [****]  days of its receipt
     thereof  and shall  afford  Inamed the right to  control  the  defense  and
     settlement  of  such  claim  or  action.   BSMD  shall  provide  reasonable
     assistance  to  Inamed  in the  defense  of such  claim or  action.  If the
     defendants  in any such action  include  both BSMD and  Inamed,  and either
     party concludes that there may be legal defenses  available to it which are
     different from, additional to, or inconsistent with, those available to the
     other,  BSMD shall have the right to select separate counsel to participate
     in the defense of such action on its behalf, and Inamed shall bear the cost
     and expense of such separate defense. Should Inamed determine not to defend
     such claim or action,  BSMD shall have the right to maintain the defense of
     such claim or action and Inamed agrees to provide reasonable  assistance to
     it in the defense of such claim or action and to bear the  reasonable  cost
     and expense of such defense (including attorneys' and experts' fees and

                                     - 11 -
<PAGE>
     expenses).  Neither  party  shall  settle any such claim or action in a way
     that  prejudices  or  adversely  impacts the other party  without the prior
     approval  of the other  party  (which  approval  shall not be  unreasonably
     withheld or delayed).

6.8  Insurance.  During the term of this Agreement,  Inamed, at its own expense,
     shall  maintain  product  liability  insurance for the Products,  including
     broad form contractual  liability  coverage,  in an amount  consistent with
     current Inamed insurance for its  collagen-based  facial implant  products.
     Inamed  shall use its best  efforts to make BSMD an  additional  insured on
     such policies  with respect to the Products and shall provide  certificates
     of insurance  evidencing such coverage in respect of this  Agreement,  from
     time to time as reasonably requested by BSMD.

                                  ARTICLE VII

                                  TERMINATION

7.1  Term.  This  Agreement  will become  effective on the  Effective  Date and,
     unless sooner  terminated as elsewhere  provided in this  Agreement,  shall
     continue in full force and effect for a period of eighteen  (18) full years
     after the Effective Date,  provided that the Agreement shall  automatically
     extend for a period of up to two (2) additional  years if and to the extent
     that the Parties are negotiating a new agreement.

7.2  Breach.  Upon the failure of either  party hereto to comply with any of its
     obligations  and  conditions  contained  herein,  the other  party shall be
     entitled,  without prejudice to any other rights conferred on it herein, to
     terminate  this  Agreement upon not less than [****] days written notice of
     such  default,  provided  that the party in default has failed to cure such
     default within such [****] day period; provided that, the parties agree and
     acknowledge that it shall not be a breach of this Agreement (either for the
     purposes  of  termination  under  this  Agreement,   for  the  purposes  of
     recovering  damages from BSMD or for any other reason) if,  despite  BSMD's
     compliance  with  Section 2.1 of this  Agreement,  a third party  purchases
     Microspheres  from BSMD and uses such  Microspheres  to develop  and sell a
     product in the Field.

7.3  BSMD  Right to  Terminate.  BSMD  shall  have the right to  terminate  this
     Agreement:

     (a)  Immediately with respect to the rights granted herein in all countries
          of the  Territory  other than the United States if Inamed has not made
          the First  Commercial  Sale of the  Product in the  European  Union by
          [****];

     (b)  Immediately  with respect to the rights  granted  herein in the United
          States if Inamed has not, on or before [****], received definitive FDA
          approval to market and sell its Products in the United States:

     (c)  upon  [****]  days  prior  written  notice  to Inamed if Inamed or any
          successor to Inamed ceases to actively  market the Product and abandon
          its objective of growing sales of the Product;

                                     - 12 -
<PAGE>
     (d)  upon  [****]  days  prior  written  notice  to  Inamed  or any  Inamed
          successor  if  Inamed or any such  successor  to Inamed in a Change of
          Control  (i) is  marketing  and  selling,  or  determines  to seek FDA
          approval  to market  and  sell,  any  product  which  competes  either
          directly or  indirectly  with the Product,  or (ii) ceases to actively
          market the Product and abandon its  objective of growing  sales of the
          Product.

     7.4  Sale of Inventory. In the event of any early termination of any rights
          granted herein  pursuant to Section 7.3, Inamed shall promptly make an
          accounting to BSMD of the  inventory of all Products  which it and its
          Affiliates and their respective  agents and distributors  have on hand
          in  such  country  or  countries,  if  any,  as of the  date  of  such
          termination,  and said parties shall  thereafter  have the right for a
          period of [****] months after said  termination to sell such inventory
          of Products,  provided  that the Net Sales thereof shall be subject to
          the  provisions  of Article III above and so payable to BSMD and shall
          count toward the  calculation of Gross Revenue for purposes of Article
          IV above.

7.5  Effect of Termination.  Termination or expiration of this Agreement, either
     in whole or in part, for any reason, shall be without prejudice to:

     (a)  BSMD's  right to receive all  Initial  Transfer  Prices,  Supplemental
          Transfer Prices,  fees and/or  milestones  accrued to it and unpaid on
          the effective date of such  termination or expiration or thereafter in
          accordance with the terms of this Agreement;

     (b)  the rights and  obligations  of the parties  provided in Sections 5.2,
          6.4, 6.5,  6.6, this Section 7.5, and Articles  VIII, IX and X of this
          Agreement; and

     (c)  any other rights or remedies  then or  thereafter  available to either
          party under this Agreement or otherwise.

7.6  BSMD's  Obligation on Termination  under Section 7.3(b). If BSMD terminates
     this Agreement with respect to the United States pursuant to Section 7.3(b)
     because  Inamed has failed to obtain  definitive FDA approval to market and
     sell its  Products  in the United  States,  then BSMD  shall be  obligated,
     within [****] days of the termination of this Agreement
     for such reason, [****].

7.7  Waiver of Defaults.  The rights  granted  either  party to  terminate  this
     Agreement, either in whole or in part, prior to the expiration of its term,
     shall not be  affected in any way by that  party's  waiver of or failure to
     take action with respect to any previous default hereunder.

                                  ARTICLE VIII

                                CONFIDENTIALITY
                                ---------------

8.1  Confidentiality.  In the  course of  performance  under this  Agreement  or
     during the discussions  leading thereto, a party may disclose,  or may have
     disclosed, to the other confidential information belonging to such party in

                                     - 13 -
<PAGE>
     writing,  orally or by demonstration or sample, which information is marked
     or stated in writing to be "confidential" or "trade secret" information, or
     where  the  circumstances  of  the  disclosure  and/or  the  nature  of the
     information otherwise reasonably give notice of the confidential  character
     of the information.  All such confidential  information of a party shall be
     maintained  in  confidence  by the  other and will not be used by the other
     party for any  purpose  except as  authorized  hereunder.  Each party shall
     exercise, and shall cause its Affiliates, employees, agents and consultants
     to exercise,  a  reasonable  degree of care and at least the same degree of
     care as it uses to  protect  its own  confidential  information  of similar
     nature to preserve the  confidentiality  of such  information  of the other
     party.  Each party shall safeguard such information  against  disclosure to
     third parties,  including without limitation  employees and persons working
     or consulting for such party that do not have an established,  current need
     to know such information for purposes authorized under this Agreement. This
     obligation of confidentiality does not apply to information and material:

     (a)  that are properly in the  possession of the receiving  party,  without
          any restriction on use or disclosure,  prior to receipt from the other
          party;

     (b)  that are at the time of  disclosure  hereunder in the public domain by
          public use, publication, or general knowledge;

     (c)  that  become  general  or  public  knowledge  through  no fault of the
          receiving party or its Affiliates following disclosure hereunder;

     (d)  that are properly  obtained by the receiving  party from a third party
          not under a confidentiality obligation to the disclosing party hereto;

     (e)  that are  documented  to have been  independently  developed  by or on
          behalf  of  the  receiving   party  without  the   assistance  of  the
          confidential information of the other party;

     (f)  to the extent the same are required to be  disclosed by law,  that are
          requested by subpoena or order of any court or governmental authority;
          provided,  however,  that the receiving party shall use its reasonable
          commercial  efforts to give the disclosing  party prior written notice
          of  any  such  disclosure  so as to  afford  the  disclosing  party  a
          reasonable  opportunity  to seek,  at the  expense  of the  disclosing
          party,  such protective  orders or other relief as may be available in
          the circumstances.

8.2  Public  Announcements.  Neither party shall make any public announcement or
     other publication  regarding this Agreement (whether as to the existence or
     terms hereof) without the prior,  written consent of the other party, which
     consent  shall not be  unreasonably  withheld;  provided that the foregoing
     shall not prohibit any  disclosure  which is required by any applicable law
     or by any competent  governmental authority or to any prospective lender or
     investor  as  part  of its due  diligence  investigations,  so long as such
     lender or investor  has entered  into a written  confidentiality  agreement
     with respect to the existence and terms of this Agreement.

                                     - 14 -
<PAGE>
                                   ARTICLE IX



                               DISPUTE RESOLUTION

9.1  Good Faith  Negotiation.  The parties agree that,  upon written notice of a
     dispute under this Agreement,  they will attempt for [****] days to resolve
     that dispute by  negotiation.  In the event a dispute cannot be resolved by
     good faith negotiation,  either party may commence arbitration  proceedings
     as specified in Section 9.2 below.

9.2  Arbitration.  Any dispute,  controversy or claim arising out of or relating
     to this Agreement, or the breach,  termination or invalidity thereof, shall
     be finally settled by binding arbitration conducted in the English language
     in  Boston,  Massachusetts  if  initiated  by  Inamed  or in  Los  Angeles,
     California if initiated by BSMD,  under the  commercial  arbitration  rules
     then in effect of the American Arbitration  Association ("AAA"). Each party
     shall appoint an arbitrator  within [****] days after the initiation of the
     arbitration,  and the two  arbitrators so appointed shall jointly appoint a
     third  arbitrator  listed on AAA's approved list of arbitrators;  provided,
     however,  that if they  cannot  agree  within  [****] days after the second
     party-appointed arbitrator is appointed (or if one party refuses to appoint
     an arbitrator  within [****] days after the initiation of the arbitration),
     then this third  arbitrator  shall be appointed by the President of the AAA
     from the list of AAA's  approved  arbitrators  within [****] days after the
     relevant   time   period.   The   arbitrators   may  proceed  to  an  award
     notwithstanding  the  failure  of the  other  party to  participate  in the
     proceedings. Discovery shall be limited to the mutual exchange of documents
     relevant to the dispute,  controversy  or claim.  Depositions  shall not be
     permitted  unless  agreed  to by both  parties.  The  arbitrators  shall be
     authorized  to grant  interim  relief,  including  relief  to  prevent  the
     destruction  of goods or documents  involved on the dispute,  protect trade
     secrets and provide for security for a prospective  monetary  award.  In no
     event  shall  punitive  damages  be  assessed  against  either  party.  The
     prevailing party shall be entitled to an award of reasonable  attorney fees
     incurred  in  connection  with the  arbitration  in such  amount  as may be
     determined by the  arbitrators.  The award of the arbitrators  shall be the
     sole and exclusive  remedy of the parties and shall be  enforceable  in any
     court of competent  jurisdiction,  subject only to revocation on grounds of
     fraud,  manifest  disregard  of law  or  clear  bias  on  the  part  of the
     arbitrators.  Notwithstanding  anything  contained  in this  Section to the
     contrary, each party shall have the right to institute judicial proceedings
     against  the other party or anyone  acting by,  through or under such other
     party, in order to enforce the instituting party's rights hereunder through
     reformation  of  contract,  specific  performance,  injunction  or  similar
     equitable relief.

9.3  Remedies.  The demand for one remedy  shall not be deemed to  constitute  a
     waiver or estoppel with regards to any or all other available  remedies for
     the specific breach or default in question.

9.4  Attorney's  Fees.  In the  event  it is  necessary  to  file  suit  seeking
     reformation  of  contract,  specific  performance,  injunction  or  similar
     equitable  relief,  the court shall award the prevailing party its damages,
     costs and expenses, including reasonable attorney's fees.

                                     - 15 -
<PAGE>
                                    ARTICLE X


                                     GENERAL

10.1 Notices.  Any notice or report  required or  permitted  to be given or made
     under this Agreement by either party to the other shall be in writing, sent
     by hand or by  registered  or express  mail or  courier,  postage  prepaid,
     addressed  to such  other  party  "Attention:  President,"  at its  address
     indicated at the beginning of this  Agreement,  or to such other address as
     the addressee  shall have last furnished in writing to the  addressor,  and
     shall be effective upon receipt by the  addressee.  Either party may change
     such address or contact  person by giving written notice to the other party
     pursuant to this Agreement.

10.2 Governing  Law. This  Agreement  shall be governed by, and any  arbitration
     hereunder  shall  apply,  the laws of the  Commonwealth  of  Massachusetts,
     without reference to its conflicts of laws principles and rules.

10.3 Severability.  Whenever possible, each provision of this Agreement shall be
     interpreted  in such manner as to be effective  and valid under  applicable
     law, but if any provision of this Agreement should be prohibited or invalid
     under  applicable law, such provision shall be ineffective to the extent of
     such invalidity without invalidating the remainder of such provision or the
     remaining provisions of this Agreement.

10.4 Headings.  The  subject  headings  of the  Articles  and  Sections  of this
     Agreement are included for the purposes of  convenience  only and shall not
     affect the construction or interpretation of any of its provisions.

10.5 Entire   Agreement;   Amendment.   This   Agreement   contains  the  entire
     understanding  of the parties with respect to the matters  contained herein
     and supersedes any previous agreements (oral, written or otherwise) and may
     be altered or amended only by a written  instrument  duly  executed by both
     parties hereto.

10.6 Assignment.  This  Agreement is binding upon and shall inure to the benefit
     of the  successors  and  permitted  assigns  of the  parties  hereto.  This
     Agreement,  in whole or in part,  shall not be  assignable  by either party
     hereto to any Third Party  without the prior  written  consent of the other
     party hereto,  except that either party may assign this  Agreement  without
     such  consent  (a)  to an  Affiliate  of the  assigning  party  and  (b) in
     connection with the acquisition of all or substantially  all of the capital
     stock or assets of the assigning party related to this  Agreement,  whether
     by merger,  consolidation or otherwise; so long as with respect to both (a)
     and (b) above,  the assignee  confirms in writing that it shall be bound by
     all  of  the  terms,  conditions,  limitations  and  restrictions  of  this
     Agreement.  Any  assignment  or attempt  at same,  except as  provided  for
     herein, shall be void and of no effect.

10.7 Force  Majeure.  No party  shall be  liable  for any  delay or  failure  of
     performance  (excluding  payment  obligations)  to the extent such delay or
     failure is caused by  unforeseeable  circumstances  beyond  its  reasonable
     control and that by the exercise of due  diligence it is unable to prevent,
     including without limitation strike,  lockout, acts of war or terrorism, or
     Acts of God;  provided that the party claiming excuse used its commercially
     reasonable   efforts  to  overcome  the  same  and  further  provided  that

                                     - 16 -
<PAGE>
     performance  shall only be excused for such period as might  reasonably  be
     required to resolve the problem  preventing  performance in the exercise of
     commercially  reasonable  efforts.  Notification  of an occurrence of force
     majeure shall be given in writing by the affected  party to the other party
     as promptly as practicable.

10.8 Non-Waiver.  The failure of a party in any one or more  instances to insist
     upon  strict  performance  of any of  the  terms  and  conditions  of  this
     Agreement shall not constitute a waiver or  relinquishment,  to any extent,
     of the right to assert or rely  upon any such  terms or  conditions  on any
     future occasion.

10.9 Limitation  on  Liabilities.   NOTWITHSTANDING  ANYTHING  TO  THE  CONTRARY
     CONTAINED IN THIS AGREEMENT  (OTHER THAN FOR INDEMNITIES  UNDER SECTION 6.4
     AND BREACHES OF ARTICLE VIII),  NEITHER PARTY SHALL UNDER ANY CIRCUMSTANCES
     BE LIABLE FOR ANY THIRD PARTY CLAIMS OR FOR ANY INCIDENTAL,  CONSEQUENTIAL,
     INDIRECT OR SPECIAL  DAMAGES,  OR FOR ANY LOST  PROFITS OR SAVINGS  ARISING
     FROM ANY  BREACH  OF  WARRANTY  OR THE  PERFORMANCE  OR BREACH OF ANY OTHER
     PROVISION OF THIS AGREEMENT OR THE USE OR INABILITY TO USE  MICROSPHERES OR
     THE PRODUCT,  OR ANY CLAIMS ARISING IN TORT,  PERSONAL  INJURY,  OR PRODUCT
     LIABILITY,  EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE  POSSIBILITY OF SUCH
     DAMAGES.  BSMD'S  LIABILITY FOR DAMAGES TO THIRD PARTIES FOR DIRECT DAMAGES
     FOR ANY CAUSE  WHATSOEVER,  REGARDLESS  OF THE FORM OF ANY CLAIM OR ACTION,
     SHALL NOT EXCEED THE AGGREGATE PRICE PAID FOR  MICROSPHERES BY INAMED UNDER
     THIS AGREEMENT DURING THE THREE (3) MONTHS PRECEDING THE CLAIM.

10.10Disclaimer of Agency.  Neither party is, or will be deemed to be, the legal
     representative or agent of the other, nor shall either party have the right
     or  authority  to assume,  create,  or incur any third party  liability  or
     obligation of any kind, express or implied, against or in the name of or on
     behalf of another except as expressly set forth in this Agreement.

10.11Counterparts.  This Agreement may be executed in one or more  counterparts,
     each of  which  shall be an  original  and all of  which  shall  constitute
     together the same document.













                  [Remainder of page intentionally left blank.]

                                     - 17 -
<PAGE>


IN WITNESS WHEREOF, the parties here executed this Agreement under seal this 3rd
day of January, 2001.



BSMD VENTURES, INC.                                        INAMED CORPORATION

By:     /s/ Jean-Marie Vogel                  By:     /s/ Ilan K. Reich
        ------------------------                      --------------------------
Name:       Jean-Marie Vogel                  Name:       Ilan K. Reich
        ------------------------                      --------------------------

Title:      Chairman                          Title:      President & Co-CEO
        ------------------------                      --------------------------










                                     - 18 -

<PAGE>


                                    EXHIBIT A

                               Costs of Goods Sold

         Costing methodology for Fremont Manufacturing Operations:

     o    Direct  Labor is  variable  labor,  which is [****]  used  directly in
          making or assembling  product. DL is separated out at [****], as labor
          in certain direct manufacturing departments.

     o    Direct  Material is the cost of materials  used in the product.  These
          are reflected in products' bills of material.

     o    Variable   Manufacturing   Overhead  is  that  portion  of  all  other
          manufacturing-related costs that is variable. VOH will be applied on a
          basis that reflects its volume usage in each product.

     o    Period/Fixed    Manufacturing    Overhead   is   all   the   rest   of
          manufacturing-related  costs (up through [****]).  FOM will be applied
          on a consistent basis, such as a function of Direct Labor Costs.

     Within  overhead  costs,  there will be an  allocation  of certain  general
overhead items among the  departments.  These items include (but are not limited
to) facility rent and  insurance.  This  allocation  will be based on a fair and
equitable allocation basis as determined by accounting.


                                     - 19 -
<PAGE>
                                    EXHIBIT B

                           Description of Microspheres

     Microspheres are spherical nonresorbable microbeads.  Microspheres are made
of [****].  The  Microspheres of this [****] are suspended in a [****] solution.
Microspheres  have been  available in Europe  since 1987 for vascular  occlusion
procedures, received the CE Mark in 1997, and FDA approval in 2000.

     Microspheres are spherical,  smooth,  supple and hydrophilic.  Microspheres
are translucent and visible with the naked eye in suspension. They are delivered
to the  target  site  by a  catheter  or a  syringe.  Because  Microspheres  are
spherical  and  not  irregular  in  shape,   they  do  not  tend  to  aggregate.
Microspheres  are  slightly  charged and tend to adhere to the cells  permitting
them to stay in place. Microspheres which will be supplied in this contract have
a size range of [****]. BSMD has developed a technique for verifying the size of
the translucent Microspheres.


                                     - 20 -
<PAGE>


                                    EXHIBIT C

                               [****] MICROSPHERE
                               ------------------

                     FINAL CONTROL SPECIFICATION XXXXXXXXXXX

         TEST                              ACCEPTANCE CRITERIA
         ----                              ----------------------------
         [****]                            [****]

         [****]                            [****]

         BIOLOGICAL

           Sterility                       Contents are sterile

           [****] test:                    [****]

         [****] EXAMINATION                [****]


         [****] EXAMINATION                [****]

           Particulate                     Particle size  =>[****]   =>[****]
                                                          --------   --------

                                           Quantity
                                           particles/ml    [****]     [****]


         Particle Size Distribution:     The diameter of the beads meet the
                                         following standards:

--------------------------------------------------------------------------------
                                                                    Population
   Size     Color Code             Diameter in  um                    [****]
--------------------------------------------------------------------------------
40-120um      Orange                    [****]                        [****]

--------------------------------------------------------------------------------
100-300um      Gold                     [****]                        [****]

--------------------------------------------------------------------------------
300-500um      Blue                     [****]                        [****]

--------------------------------------------------------------------------------
500-700um      Red                      [****]                        [****]

--------------------------------------------------------------------------------
700-900um     Green                     [****]                        [****]

--------------------------------------------------------------------------------
900-1200um    Violet                    [****]                        [****]

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


     Note:For each size range, the maximum tolerance is [****] the extended size
     range.

                                     - 21 -
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