BARD MEDICAL DIVISION
  C. P. Bard, Inc.
  8195 Industrial Blvd.
  Covington, GA 30209-2695                                            BARD[LOGO]

                                                       August 14, 1998

VIA TELECOPIER
AND OVERNIGHT DELIVERY

Biosearch Medical Products, Inc.
35 Industrial Parkway
Branchburg, NJ 08876-1276

Attn: Mr. Manfred F. Dyck
      Chairman

RE:   Proposed Standstill Agreement between 
      Biosearch Medical Products, Inc. and 
      C. R. Bard, Inc.

Dear Mr. Dyck:

Further to our conference call this morning, this letter is to confirm the
continuing interest of C. R. Bard, Inc. ("BARD") in negotiating a definitive
agreement with Biosearch Medical Products, Inc. ("BIOSEARCH") relative to the
rights described below.

In order to permit time to negotiate a definitive agreement covering some or all
of the rights described below and in order to prepare a draft agreement, BARD
and BIOSEARCH agree as follows:

1.    In consideration of BARD's agreement to pay BIOSEARCH the sum of
      $100,000.00 (the "Standstill Payment"), BIOSEARCH agrees, from the date
      hereof through the close of business on September 14, 1998 or during such
      longer period as may be agreed upon in writing by BIOSEARCH and BARD, (the
      "Standstill Period") to refrain from: (a) disclosing to any third party:
      (i) any information relating to BIOSEARCH's non-patented technology
      relating to method(s) for applying hydrophilic coatings to intermittent
      urological catheters which technology is identified in BIOSEARCH'S
      internal File No. MOD 3276 (the "Methods"), (ii) disclosing to any third
      party any information relating to BIOSEARCH's hydrophilic coating which is
      identified in BIOSEARCH's internal File No. SIL 98.tsi and which has
      utility for use on silicone indwelling and intermittent urological
      catheters (the "Silicone Coating"), (iii) disclosing to any third party
      any information relating to BIOSEARCH's polyurethane catheter which is
      identified in BIOSEARCH's internal File No. TPU Foley (the "Polyurethane
      Catheter"), (b) transferring or agreeing to transfer to any third party:
      (i) substantially all of the stock or assets of BIOSEARCH, (ii) any rights
      relating to the Methods, Silicone Coating, Polyurethane Catheter or any
      machinery and equipment


<PAGE>

Biosearch Medical Products, Inc.
August 14, 1998
Page 2

      owned by BIOSEARCH which is used in connection with the Methods (the
      "M&E"), (c) negotiating with any third party concerning the potential: (i)
      sale of substantially all of the stock or assets of BIOSEARCH, (ii) sale,
      license or other transfer of any rights relating to the Methods, Silicone
      coating, Polyurethane Catheter or M&E.

2.    During the Standstill Period, BIOSEARCH and BARD agree to negotiate, in
      good faith, the terms of a definitive agreement pursuant to which
      BIOSEARCH: (i) in consideration of a one time payment of $400,000 to be
      paid by BARD to BIOSEARCH upon execution of the definitive agreement,
      would sell to BARD BIOSEARCH's entire right, title and interest in and to
      the Methods, (ii) would grant to BARD an exclusive worldwide right and
      license, under BIOSEARCH's proprietary rights, to manufacture, have
      manufactured, use, sell, offer for sale and import the Silicone coating
      for use on intermittent and indwelling urinary catheters (the "Field of
      Use"), (iii) would, at BARD's option, manufacture and supply to BARD its
      requirements of the Silicone Coating at a price to be negotiated and set
      forth in the definitive agreement, (iv) would sell to BARD BIOSEARCH's
      entire right, title and interest and to the Po1yurethane Catheter and M&E,
      at prices to be negotiated and set forth in the definitive agreement, (v)
      would, at BARD's option, manufacture and sell to BARD its requirements of
      the Polyurethane Catheter at a price to be negotiated and set forth in the
      definitive agreement.

3.    BIOSEARCH hereby represents to BARD that it is the sole and exclusive
      owner of the M&E and all proprietary rights relating to the Methods,
      Silicone Coating and Polyurethane Catheter, free and clear of all liens
      and encumbrances and hereby agrees to indemnify BARD from a breach of the
      foregoing representation.

4.    During the Standstill Period, BIOSEARCH agrees: (i) to permit
      representatives of BARD to review, from time to time, at BIOSEARCH's
      facility, during normal business hours and upon reasonable advanced notice
      to BIOSEARCH, all information and data relating to the Methods, Silicone
      Catheter, Polyurethane Catheter and M&E, (ii) to fully cooperate with BARD
      in its review of such information and data and to respond to all
      reasonable inquiries of BARD concerning the same.

5.    BARD agrees to wire transfer the Standstill Payment to BIOSEARCH, in
      accordance with instructions previously received from BIOSEARCH, on the
      date of BIOSEARCH's acceptance of this letter agreement.


<PAGE>

Biosearch Medical Products, Inc.
August 14, 1998
Page 3

6.    In the event the parties, during the Standstill Period, execute a
      definitive agreement relating to the Methods, Silicone Coating,
      Polyurethane Catheter and/or M&E, BARD shall be entitled to take, as a
      first credit against monies payable by BARD to BIOSEARCH under the
      definitive agreement, an amount equivalent to the Standstill Payment.

7.    Subject to the respective obligations of the parties to negotiate, in good
      faith, the terms of a definitive agreement, nothing contained herein shall
      be deemed or construed as requiring either party to execute a definitive
      agreement relating to Methods, Silicone Coating, Polyurethane Catheter
      and/or M&E. In the event the parties fail to execute any such definitive
      agreement during the Standstill Period, BIOSEARCH hereby agrees to remit
      to BARD, within five (5) business days of the expiration of the Standstill
      Period, the sum of twenty five thousand dollars ($25,000). In the last
      mentioned events, following BIOSEARCH's remittance of the last mentioned
      sum, subject to BIOSEARCH's indemnification obligation under Paragraph 3,
      neither party shall have any further obligation to the other hereunder.

If the above meets with your approval, please sign where indicated below and fax
a copy of this letter to me at: (770) 784-6340.

                                          Very truly yours,

                                          BARD MEDICAL DIVISION,
                                          C.R. BARD, INC.


                                          /s/ William G. Midgette
                                          --------------------------------------
                                          William G. Midgette,
                                          President

ACCEPTED AND AGREED TO:

Biosearch Medical Products, Inc.


By: /s/ Manfred F. Dyck   8/14/98
    -----------------------------
    Manfred F. Dyck
    Chairman


<PAGE>

  BARD MEDICAL DIVISION
  C. P. Bard, Inc.
  8195 Industrial Blvd.
  Covington, GA 30209-2695                                            BARD[LOGO]

                                                 September 22, 1998

VIA TELECOPIER
AND OVERNIGHT DELIVERY

Biosearch Medical Products, Inc.
35 Industrial Parkway
Branchburg, NJ 08876-1276

Attn: Mr. Manfred F. Dyck 
      Chairman

RE:   Standstill Agreement dated August 14, 1998 between 
      Biosearch Medical Products, Inc. ("Biosearch") and
      C. R. Bard, Inc. ("Bard")

Dear Manfred:

Reference is made to the above referenced Agreement between Biosearch and Bard
(the "Standstill Agreement"). Capitalized terms used but not defined in this
letter agreement shall have the same meaning as set forth in the Standstill
Agreement, except to the extent as amended by this letter agreement. This letter
is to confirm our recent discussions relative to an extension of the Standstill
Period. Biosearch and Bard hereby agree to the entry of amendments to the
Standstill Agreement as follows:

1.    The Standstill Period is hereby extended retroactively from the close of
      business on September 14, 1998 through the close of business on October
      30, 1998.

2.    In consideration of Biosearch's agreement to extend the Standstill Period
      in accordance with Paragraph 1 of this letter agreement, Bard agrees to
      wire transfer the sum of one hundred thousand dollars ($100,000.00) (the
      "Extension Standstill Payment") to Biosearch, in accordance with
      instructions previously received from Biosearch, within one (1) business
      day of Biosearch's acceptance of this letter agreement.

3.    Paragraph 6 of the Standstill Agreement is hereby amended by adding the
      following at the end thereof: "plus the Extension Standstill Payment".

4.    In the second sentence of Paragraph 7 of the Standstill Agreement, the
      words "twenty five thousand dollars ($25,000.00) are hereby deleted and
      the words "fifty thousand dollars ($50,000.00)" are hereby substituted in
      their stead.


<PAGE>

Biosearch Medical Products, Inc.
September 22, 1998
Page 2

5.    Bard hereby agrees to issue to Biosearch, contemporaneously with its
      execution of this letter agreement, a non-cancelable purchase order for
      four hundred thousand (400,000) intermittent urinary catheters at a
      purchase price of $0.45 per unit, F.O.B. Biosearch's Branchburg, New
      Jersey facility. Except as otherwise provided herein, terms of purchase
      shall be governed by the purchase order issued by Bard. Within one (1)
      business day of Biosearch's acceptance of this letter agreement, Bard
      shall wire transfer to Biosearch, in accordance with wire transfer
      instructions previously received from Biosearch, the sum of forty five
      thousand dollars ($45,000.00), which sum shall be deemed an advance
      against the purchase price of catheters ordered by Bard pursuant to said
      purchase order. Notwithstanding the provisions of Paragraph 7 of the
      Standstill Agreement, Bard's obligation to pay for catheters delivered
      pursuant to said purchase order, Bard's entitlement to credit the advance
      referred to in this Paragraph 5 against the purchase price of said
      catheters and Biosearch's obligation to manufacture and deliver against
      said purchase order shall apply regardless of whether the parties execute
      a definitive agreement referred to in Paragraph 7 of the Standstill
      Agreement.

If the above meets with your approval, please sign where indicated below and fax
a copy of this letter to John R. Myers at (908) 277-8025.

                                          Very truly yours,

                                          BARD MEDICAL DIVISION,
                                          C.R. BARD, INC.


                                          /s/ William G. Midgette
                                          --------------------------------------
                                          William G. Midgette,
                                          President

ACCEPTED AND AGREED TO:

Biosearch Medical Products, Inc.


By: /s/ Manfred F. Dyck   9/21/98
    -----------------------------
    Manfred F. Dyck
    Chairman

Dated: September 22, 1998


<PAGE>

  BARD MEDICAL DIVISION
  C. P. Bard, Inc.
  8195 Industrial Blvd.
  Covington, GA 30209-2695                                            BARD[LOGO]

                                                      October 30, 1998

VIA TELECOPIER
AND HAND DELIVERY

Biosearch Medical Products, Inc.
35 Industrial Parkway
Branchburg, NJ 08876-1276

Attn:  Mr. Manfred F. Dyck
       Chairman

RE:    Standstill Agreement dated August 14, 1998 between 
       Biosearch Medical Products, Inc. ("Biosearch") and 
       C. R. Bard, Inc. ("Bard"), as amended by letter agreement 
       dated September 22, 1998 (the "Standstill Agreement")

Dear Manfred:

Reference is made to the Standstill Agreement. Capitalized terms used herein
shall have the same meaning as set forth in the Standstill Agreement, except to
the extent as amended by this letter agreement.

This letter is to confirm our telephone conversation yesterday relative to an
extension of the Standstill Period. In consideration of the payment by Bard to
Biosearch of the sum of ten dollars ($10.00) the receipt and legal sufficiency
of which is hereby acknowledged by the execution and delivery of this letter
agreement, Biosearch and Bard hereby agree to the entry of an amendment to the
Standstill Agreement as follows:

1.    The Standstill Period is hereby extended through the close of business on
      November 6, 1998.


<PAGE>

Biosearch Medical Products, Inc.
October 30, 1998
Page 2

If the above meets with your approval, please sign where indicated below and fax
a copy of this letter to John R. Myers at (908) 277-8025.

                                          Very truly yours,

                                          BARD MEDICAL DIVISION,
                                          C.R. BARD, INC.


                                          /s/ William G. Midgette
                                          --------------------------------------
                                          William G. Midgette,
                                          President

ACCEPTED AND AGREED TO:

Biosearch Medical Products, Inc.


By: /s/ Manfred F. Dyck, President
    ------------------------------
    Manfred F. Dyck
    Chairman

Dated: October 30, 1998


<PAGE>

  Bard Medical Division
  C. P. Bard, Inc.
  8195 Industrial Blvd.
  Covington, GA 30209-2695                                            BARD[LOGO]

                                                  November 6, 1998

VIA TELECOPIER
AND HAND DELIVERY

Biosearch Medical Products, Inc.
35 Industrial Parkway
Branchburg, NJ 08876-1276

Attn:  Mr. Manfred F. Dyck
       Chairman

RE:    Standstill Agreement dated August 14, 1998 between
       Biosearch Medical Products, Inc. ("Biosearch") and
       C. R. Bard, Inc. ("Bard"), as amended by letter agreements
       dated September 22, 1998 and October 30, 1998
       (the "Standstill Agreement")

Dear Manfred:

Reference is made to the Standstill Agreement. Capitalized terms used herein
shall have the same meaning as set forth in the Standstill Agreement, except to
the extent as amended by this letter agreement.

This letter is to confirm our most recent telephone conversation relative to an
extension of the Standstill Period. In consideration of the payment by Bard to
Biosearch of the sum of ten dollars ($10.00) the receipt and legal sufficiency
of which is hereby acknowledged by the execution and delivery of this letter
agreement, Biosearch and Bard hereby agree to the entry of an amendment to the
Standstill Agreement as follows:

1.    The Standstill Period is hereby extended through the close of business on
      November 13, 1998.


<PAGE>

Biosearch Medical Products, Inc.
November 6, 1998
Page 2


If the above meets with your approval, please sign where indicated below and fax
a copy of this letter to John R. Myers at (908) 277-8025.

                                          Very truly yours,

                                          BARD MEDICAL DIVISION,
                                          C.R. BARD, INC.


                                          William G. Midgette,
                                          President

ACCEPTED AND AGREED TO:

Biosearch Medical Products, Inc.


By: /s/ Manfred F. Dyck
    ------------------------------
    Manfred F. Dyck
    Chairman

Dated: November 6, 1998