LICENSE AGREEMENT

         This License Agreement (the "Agreement") is made and entered into as of
this 18th day of April, 2000 by and between Columbia Laboratories, Inc., a
Delaware corporation having its principal place of business at 2875 N.E. 191
St., Suite 400, Aventura, Florida 33180 ("Licensor"), and Lil' Drug Store
Products, Inc., an Iowa corporation with its principal place of business at 1201
Continental Place NE, Cedar Rapids, Iowa 52402 ("Licensee");

                                   WITNESSETH:

         WHEREAS, Licensor is the owner and has the right to grant licenses with
respect to certain Technology, Patents and the Trademarks (as hereinafter
defined); and

         WHEREAS, Licensor wishes to grant to Licensee an exclusive license to
the Technology, Patents and the Trademarks for the manufacture, use and sale of
the Products (as hereinafter defined) in the Territory (as hereinafter defined),
and Licensee wishes to receive such a license, on the terms and subject to the
conditions set forth herein;

         NOW, THEREFORE, for and in consideration of the mutual promises and
covenants herein contained, the parties hereto agree as follows.

1.       DEFINITIONS. As used in this Agreement, the following terms (except as
         otherwise expressly provided or unless the context otherwise requires)
         shall have the respective meanings set forth below (it being understood
         that the terms defined in this Agreement shall include the singular
         number in the plural, and the plural number in the singular):

         (a)      "Affiliate" shall mean any corporation or other business
                  entity that either directly or indirectly controls a party to
                  this Agreement, is controlled by such party, or is under
                  common control of such party. As used herein, the term
                  "control" means possession of the power to direct or cause the
                  direction of the management and policies of a corporation or
                  other entity, whether through the ownership of voting
                  securities, by contract or otherwise.

         (b)      "cGMP" shall mean current good manufacturing practice
                  regulations promulgated by the FDA and other regulatory
                  agencies.

         (c)      "Confidential Information" shall mean all information and/or
                  technical data that is disclosed by one party hereto to the
                  other party hereto pursuant to this


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                  Agreement, whether written or oral, that the disclosing party
                  treats as confidential and identifies as such (by marking
                  written information "Confidential" and if oral, by promptly
                  reducing it to writing and marking it "Confidential"), other
                  than (i) information known to the receiving party or its
                  Affiliates prior to the disclosure of such information to such
                  party, provided said prior knowledge is supportable by
                  documentary evidence, (ii) information which at the time of
                  the disclosure is generally known to the public, provided that
                  such public knowledge does not result from any act or
                  disclosure by the receiving party or one of its Affiliates in
                  violation of the terms of this Agreement or of any other
                  confidentiality obligation owed to the disclosing party, (iii)
                  information that can be shown to be independently discovered,
                  after the date hereof, by a party, or one of its Affiliates,
                  without the aid, application or use of the disclosed
                  information, or (iv) information obtained by the receiving
                  party from a third party that is determined to be in lawful
                  possession of such information, provided such third party is
                  not in violation of any contractual or legal obligation to the
                  disclosing party or one of its Affiliates with respect to such
                  information.

         (d)      "Effective Date" shall mean the date May 5, 2000.

         (e)      "Field" shall mean the present formulations of Vaporizer in a
                  Bottle(R) brand cough and cold product, Advanced Formula
                  Legatrin P.M.(R) brand sleep-aid analgesic and Legatrin GCM(R)
                  brand nutritional, and their generic equivalents.

         (f)      "Intellectual Property Rights" shall mean trade secrets,
                  trademarks, trade names, logos, trade dress, graphics,
                  designs, patents, copyrights or other proprietary rights used
                  by Licensor in connection with the Products.

         (g)      "Net Sales" shall mean the aggregate equivalent of gross sales
                  received by Licensee, its Affiliates or sublicensees from or
                  on account of the sale of the Products to non-affiliated third
                  parties on which payments are due under this Agreement, less
                  (i) credits or allowances, if any, actually granted on account
                  of cash or trade discounts, recalls, rebates, rejection or
                  return of the Products previously sold, and (ii) excises,
                  sales taxes, value added taxes, consumptions taxes, duties or
                  other taxes imposed upon and paid with respect to such sales
                  (excluding income or franchise taxes of any kind). Net Sales
                  shall not include any transfer between Licensee and any of its
                  Affiliates or sublicensees for resale. No transfer of the
                  Products for test or development purposes or as free samples
                  shall be considered a sale

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                  hereunder for accounting and payment purposes. Net Sales shall
                  be determined in accordance with generally accepted accounting
                  principles ("GAAP").

         (h)      "Patents" shall mean the patents filed in the Territory owned
                  by the Licensor or its Affiliates or with respect to which
                  Licensor or its Affiliates have the right to grant licenses in
                  the Territory, the claims of which may be infringed, absent a
                  license, by the manufacture, use or sale of the Products
                  within the Territory, i.e. U.S. Patent No. 4,742,960.

         (i)      "Products" shall mean the current formulations of Advanced
                  Formula Legatrin P.M./Registered trademark/ brand sleep-aid
                  analgesic, Legatrin GCM/Registered trademark/ brand
                  nutritional, and Vaporizer in a Bottle/Registered trademark/
                  brand cough and cold product, and any and all improvements,
                  reformulations or advances to the existing formulations.

         (j)      "Technology" shall mean all pharmacological, toxicological,
                  preclinical, clinical, technical and other information, data
                  and analysis and know-how relating to the registration,
                  manufacture, packaging, use, marketing and sale of the
                  Products (including, without limitation, all words copyrighted
                  by Licensor) and all proprietary rights relating thereto owned
                  by Licensor or its Affiliates or to which Licensor or its
                  Affiliates has rights so as to be able to license, whether
                  prior to or after the Effective Date, and relating or
                  pertaining to the Products.

         (k)      "Territory" shall mean the United States of America and its
                  territories.

         (l)      "Trademarks" shall mean the United States trademarks "Advanced
                  Formula Legatrin P.M." (Reg. No. 1,973,493), "Legatrin GCM"
                  (Serial No. 75/793300), "Vaporizer in a Bottle" (Reg. No.
                  1,000,400), and any variations thereof.

         (m)      "Unit" shall mean a single item package of any of the
                  Products.

2.       GRANT OF LICENSE.

         (a)      Licensor grants to Licensee, and Licensee accepts from
                  Licensor, on the terms and conditions stated herein, an
                  exclusive (even as to Licensor and Licensor's Affiliates)
                  right and license, with the right to sublicense, under the
                  Patents and Technology, only to manufacture, produce, market,
                  distribute, use and sell the Products in the Territory;
                  provided, however that Licensee will only

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                  sublicense the Products with Licensor's prior written
                  approval, which approval shall not be unreasonably withheld.

         (b)      Licensor grants to Licensee, and Licensee accepts from
                  Licensor, on the terms and conditions contained herein an
                  exclusive right and license, with the right to sublicense, to
                  use the Trademarks in the manufacture, distribution,
                  advertising, marketing, use and sale of the Products (and any
                  line extension to the Products as to which Licensee has
                  obtained Licensor's prior written consent, not to be
                  unreasonably withheld) only in the Territory. Neither Licensor
                  or Licensee shall use, nor permit any of its Affiliates or
                  other licensees to use, the Trademarks or any similar marks on
                  any other product marketed, used or sold in the Territory
                  without the prior written consent of the other party hereto.
                  Licensee shall not use, nor permit any of its Affiliates or
                  any other licensees to use, the Trademarks or any similar
                  marks outside the Territory.

         (c)      Licensee may at any time request from Licensor, and Licensor
                  agrees to grant directly to any party in the Territory
                  exclusive license rights consistent with those granted to
                  Licensee herein. Accordingly, upon receipt of Licensee's
                  request, Licensor shall enter into and sign a separate direct
                  license agreement or agreements with the companies designated
                  by Licensee in the request. All direct agreements shall be
                  prepared by Licensee. In the absence or upon the expiration of
                  laws and regulations to the contrary, the terms and conditions
                  thereof shall not be less favorable to Licensor than those
                  contained in this Agreement and shall be similar to the terms
                  and conditions contained in this Agreement. Such licenses and
                  agreements, and the party to whom they are granted, must be
                  approved by Licensor, which approval shall not be unreasonably
                  withheld.

         (d)      To the extent reasonable and necessary for Licensee to fulfill
                  its obligations hereunder, Licensor shall transfer or grant
                  Licensee the rights to use Licensor's art work, customer
                  lists, records, web-sites, contracts, advertising/media
                  schedules in connection with the manufacturing, production,
                  use or sale of the Products in the Territory.

                                       -4-

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3.       LICENSE FEES. In consideration of the license and other rights granted
         to Licensee hereunder, Licensee shall pay to Licensor twenty percent
         (20%) of the Net Sales of the Products during the term hereof, with
         such fees to be paid to Licensor within (thirty) 30 days after the end
         of the second month following the Effective Date, and thereafter on a
         monthly basis within thirty (30) days after the close of each month.
         Each payment of license fee shall be accompanied by documentation
         evidencing the Net Sales for the previous period.

4.       MANUFACTURE AND DISTRIBUTION.

         (a)      Licensor shall assign all contracts or agreements with
                  suppliers, wholesalers, manufacturers, distributors and
                  retailers in connection with the manufacture, production, sale
                  and distribution exclusively of the Products during the term
                  hereof (including any open customer purchase orders), and
                  Licensee shall assume responsibility for the same. In
                  addition, Licensor shall transfer, assign or license to
                  Licensee all necessary rights to the Products, Intellectual
                  Property and Technology reasonably necessary for Licensee to
                  assume such responsibility; provided, however, in no event
                  shall Licensee be responsible for any royalty, license or
                  other similar fees or payments to third parties required in
                  connection with the rights to the Products, Intellectual
                  Property or Technology. Licensor shall reasonably make
                  available to Licensee all staff necessary to facilitate the
                  transition of the manufacturing and production of the
                  Products, with such staff to include, but not be limited to,
                  the Director of Sales, the Vice President of Research and
                  Development, the Corporate Controller, and the Chairman and
                  CEO. The transition period is anticipated to last sixty (60)
                  days. Licensee and Licensor each agree to use their
                  commercially reasonable best efforts to facilitate the
                  transition.

         (b)      During the term of the Agreement, Licensor shall not sell or
                  license for sale in the Territory any product in the Field.
                  Licensor represents that as of the Effective Date it has not
                  entered into any arrangement that would contravene the
                  intentions of this paragraph.

         (c)      As may be required for regulatory purposes, Licensee grants
                  Licensor the right to refer to, and shall cause its contract
                  supplier to grant to Licensor access to,

                                       -5-

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                  contract supplier's master file relating to the Products and
                  undertakes to notify Licensor and provide Licensor with
                  details of any changes to said master file or other filings by
                  the contract supplier with the regulatory authorities relative
                  to the Products. Licensee shall obtain Licensor's consent
                  before it or its contract supplier makes any material change
                  in any manufacturing process for the Products, which consent
                  shall not be unreasonably withheld.

         (d)      Upon reasonable prior written notice given by Licensor to
                  Licensee, Licensee shall permit and shall cause its contract
                  supplier to permit representatives of Licensor or designees of
                  Licensor acceptable to Licensee and/or contract supplier, to
                  inspect any manufacturing, quality control or testing
                  facilities used by or in connection with the manufacture or
                  testing of the Products and annual cGMP audits provided that
                  such representatives or designees of Licensor shall conduct
                  such inspections in a manner that shall reasonably cause the
                  least possible interruption to Licensee's or the contract
                  supplier's operations under the particular circumstances. Such
                  inspection shall take place in a timely manner and shall be
                  permitted to take place during any or all phases of
                  manufacturing, quality control and testing, and shall provide
                  for Licensee and/or the contract supplier's granting to
                  Licensor access to information in its possession relevant to
                  determining whether cGMP and Licensor's quality standards in
                  effect as of the Effective Date are being met and are likely
                  to be met with respect to manufacture of the Products.

         (e)      Personnel of Licensor or Licensor's designee shall be entitled
                  to witness the manufacturing of test batches, scale-up batches
                  and full-size production batches.

         (f)      All Products manufactured and supplied hereunder shall meet
                  the quality control specifications and the specifications in
                  the applicable regulatory filing through the expiration date
                  stated on that Product package, as reasonably determined by
                  Licensor. Such Products shall also not be adulterated or
                  misbranded within the meaning of the U.S. Food, Drug and
                  Cosmetic Act, as amended.

         (g)      Licensor agrees that the manufacturers and manufacturing
                  processes currently used by Licensor in the manufacture of the
                  Products, if continued by Licensee, shall meet all of the
                  requirements set out in this Section 4.

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         (h)      Licensee shall have the right to purchase from Licensor the
                  Product inventory (samples and Product prepared for sale) on
                  an as needed basis for a six month period beginning after the
                  Effective Date. The Product inventory to be purchased by
                  Licensee shall be selected by Licensee in its sole discretion.
                  Initially, Licensee intends to use Licensor's current
                  outsource distribution partner, Redford Distributing in
                  Redford, Michigan. Licensee shall be responsible for the
                  distribution/shipping fees for inventory shipped out of the
                  Redford facility; provided, however, if, within ninety (90)
                  days after the Effective Date, Licensee elects to move the
                  Product inventory to a Licensee designated warehouse for
                  fulfillment, Licensor and Licensee shall each bear one-half
                  (1/2) the costs of transportation of such Product inventory to
                  such warehouse. The parties agree to work together in
                  connection with the distribution and sale of such inventory
                  because the inventory lists Licensor as the manufacturer.
                  Licensee shall pay Licensor for the Product inventory
                  purchased within the first two months after the Effective Date
                  within thirty (30) days after the end of such second month
                  following the Effective Date and thereafter on a monthly basis
                  within thirty (30) days after the close of each month in which
                  Licensee purchases Product inventory from Licensor.

5.       RETURNS AND CUSTOMER COMMITMENTS. Licensor shall be responsible for any
         returns of Products sold and shipped by Licensor prior to the Effective
         Date ("Returns"). Licensee shall be entitled to a credit against the
         next license fees due hereunder for Returns as follows: (i) a credit
         equal to the gross margin (net wholesale price less cost of goods sold)
         on such Returns; or (ii) a credit equal to the amount of any refund
         paid by Licensee for any Returns of expired or damaged Products.
         Expired Products shall mean Units of (i) Legatrin P.M. that have twelve
         (12) months or less before their expiration date; (ii) Legatrin GCM
         that have eighteen (18) months or less before their expiration date;
         and (iii) Vaporizer in a Bottle that have less than twenty-four (24)
         months or less before their expiration date. Damaged Products shall
         include, but are not limited to, those Products with a retailer's
         inventory or pricing marking affixed. Notwithstanding the above, if
         Licensee sells any expired Product after receiving a credit for such
         returned Product, Licensee shall pay Licensor the Net Sales of such
         returned Product, less any out-of-pocket expenses incurred by Licensee
         in such sale.

         To the extent Licensee, in its reasonable judgment, is required to
honor any documented customer commitment, Licensor will promptly reimburse
Licensee for such commitment. Licensee shall provide Licensor with all necessary
financial records to verify such commitment. A documented customer commitment
shall mean any written documentation related to financial or non-financial
customer or broker commitments made by Licensor related to the Products.
Commitments may include customer or broker rebates, deductions, credits,
allowances, promotional guarantees, bill backs and SPIFFS. Such documented
customer commitments must clearly indicate that Licensor and/or its
representatives agreed to such commitment. If a customer or broker commitment is
undocumented, Licensee and Licensor agree to review such alleged commitment and,
subject to Licensor's approval, which approval shall not be unreasonably
withheld, Licensor will promptly reimburse Licensee for any commitment Licensee
makes to honor such undocumented customer or broker commitment.

                                       -7-

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6.       MARKETING.

         (a)      Licensee will be responsible for actively marketing and
                  selling the Products (Vaporizer in a Bottle/Registered
                  trademark/ brand cough and cold product and Advanced Formula
                  Legatrin P.M./Registered trademark/ brand sleep-aid analgesic
                  only) in the Territory, which may include use of samples,
                  national media marketing plans, coop advertising, trade shows,
                  etc., and Licensor may, at its option, participate in or
                  support such marketing efforts. Licensee will use reasonable
                  efforts to market and sell Legatrin GCM/Registered trademark/
                  brand nutritional.

         (b)      Licensee will timely provide quarterly sales and other
                  marketing information useful to Licensor in monitoring sales
                  progress.

         (c)      Licensor shall notify Licensee prior to Licensor communicating
                  with any regulatory authorities with respect to the Products.
                  Licensee shall promptly disclose and refer to Licensor any
                  regulatory action or inquiry concerning the Products.

         (d)      Licensee will maintain a qualified, national sales force to
                  sell/promote the Product.

7.       MAINTENANCE OF PATENTS AND TRADEMARKS.

         (a)      Licensor and Licensee expressly acknowledge that Licensor does
                  not intend to further develop the Patents, Trademarks or
                  Technology for the Products. However, Licensor shall keep
                  Licensee currently advised of the status of the Patents, the
                  Trademarks and/or Technology. Licensor shall bear all costs
                  for the maintenance of the Patents and Trademarks. If Licensor
                  fails to carry out such obligations set forth in this Section
                  7, Licensee may, in its sole discretion, carry out such
                  maintenance on Licensor's behalf and may set off such cost
                  against amounts due to Licensor hereunder, provided that such
                  action by Licensee is commercially reasonable.

         (b)      Trademark Use and Quality Control

                  (i)      Licensee agrees to use the Trademarks in accordance
                           with good customary trademark practice, and to avoid
                           taking any action that would

                                       -8-

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                           in any manner impair or detract from the value of the
                           Trademarks, or the goodwill and reputation of
                           Licensor; provided, however, Licensee may modify
                           and/or redesign the labels and other packaging of the
                           Products with Licensor's prior written approval,
                           which approval shall not be unreasonably withheld.
                           Licensee acknowledges Licensor's ownership of the
                           Trademarks and related goodwill.

                  (ii)     Licensee agrees to use the Trademarks only in the
                           form and manner and with appropriate legends as
                           approved from time to time by Licensor, and not to
                           use or allow use of any other trademark or service
                           mark in combination with the Trademarks without the
                           prior written approval of Licensor, provided that
                           such approval shall be granted unless Licensor
                           reasonably objects.

8. INFRINGEMENT OF PATENTS, TECHNOLOGY AND/OR TRADEMARKS.

         (a)      Licensee and Licensor shall each promptly notify the other
                  following the discovery of any alleged infringement or
                  unauthorized use of the Patents, Technology and/or Trademarks
                  that may come to their attention. Licensor shall promptly
                  undertake, at Licensor's expense, commercially reasonable
                  efforts to obtain a discontinuance of the infringement or
                  unauthorized use and, if not successful, Licensor may, at its
                  sole option, bring suit against such infringer.

         (b)      If Licensor fails to obtain a discontinuance of such
                  infringement and/or elects not to bring an infringement suit,
                  then Licensor shall give notice in writing to Licensee within
                  thirty (30) days of such failure or election and Licensee may,
                  but is not required to, obtain a discontinuance of the alleged
                  infringement or unauthorized use or bring an infringement
                  suit; provided, that without the prior written consent of
                  Licensor, Licensee shall not agree to any settlement with
                  respect to such infringement or unauthorized use that
                  compromises the value of the license granted hereunder. Any
                  infringement suit by Licensee shall be in the name of
                  Licensee, or in the name of Licensor, or jointly by both
                  Licensee or Licensor, as may be required by the law of the
                  forum or as may be reasonably requested by Licensor to protect
                  its interests.

                                       -9-


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                  Licensor shall execute such documentation as may be reasonably
                  required by Licensee with respect to such suit.

         (c)      It is understood and agreed that the party to this Agreement
                  that institutes suit shall bear solely all costs and expenses
                  in connection therewith and shall be entitled to recover all
                  costs first and then the balance of any sums received,
                  obtained, collected or recovered, whether by judgment,
                  settlement or otherwise as a result of such suit, shall be
                  paid to Licensor and/or Licensee to cover their respective
                  damages, with any balance to be divided 50% to Licensee and
                  50% to Licensor; provided, however, that if a settlement by
                  Licensee (with the prior written consent of Licensor to the
                  extent required above) includes the granting by Licensee of
                  rights hereunder to a third party, amounts received by
                  Licensee from such settlement shall not be shared with
                  Licensor and sales of the Products by such third party
                  pursuant to such rights shall not be included in Net Sales. In
                  addition, with respect to any suit for infringement or
                  unauthorized use of the Patents, Technology and/or Trademarks,
                  the party that did not institute suit shall render all
                  reasonable assistance to the party that did institute suit at
                  the latter's expense, including, but not limited to, executing
                  all documents as may be reasonably requested by the party that
                  did institute the suit. The party that did institute suit
                  shall keep the other party informed of, and shall promptly
                  consult with the other party regarding, the status of any such
                  suit and shall provide the other party with copies of all
                  pleadings filed in such suit.

9.       INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.

         (a)      Each party hereto shall notify the other promptly of the
                  receipt of notice of any action, suit or claim alleging
                  infringement by the Patents, the Technology, the Trademarks or
                  the Products of any intellectual property rights of a third
                  party.

         (b)      In no event shall either party settle any such allegation of
                  infringement without the prior written consent of the other,
                  which consent shall not be unreasonably withheld or delayed.
                  If any such settlement requires Licensee to make royalty or
                  other payments to a third party in order for Licensee to make,
                  have made, use

                                      -10-

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                  or sell or to continue making, having made, using or selling
                  the Products in the Territory, Licensee shall be entitled to
                  offset such amounts so paid to any third party against any
                  amounts that may thereafter become due to Licensor under this
                  Agreement.

10.      CONFIDENTIALITY. Each party hereto shall hold all Confidential
         Information in confidence, use it only in connection with the
         performance of its obligations pursuant to this Agreement and use its
         diligent effects (consistent with those it uses to safeguard its own
         confidential information) to safeguard Confidential Information and to
         prevent the unauthorized use or disclosure of any Confidential
         Information. Each party hereto shall ensure that its Affiliates or
         employees who have access to any Confidential Information shall be made
         aware of and subject to these obligations. The receiving party may
         disclose Confidential Information to regulatory authorities for the
         purpose of seeking marketing approval of the Products pursuant to this
         Agreement and may also disclose Confidential Information to individuals
         who have a need to know to effectuate the development and
         commercialization of the Products pursuant to this Agreement, provided
         such individual is bound by a confidentiality obligation comparable to
         the obligation set forth in this Section 10. The obligations of the
         parties hereto under this Section 10 shall survive the expiration or
         termination of this Agreement.

11.      REPRESENTATIONS, WARRANTIES AND COVENANTS AND INDEMNIFICATION.

         (a)      Licensor hereby represents, warrants and covenants the
                  following:

                  (i)      Licensor is a corporation duly organized, existing
                           and in good standing under the laws of Delaware, with
                           full right, power and authority to enter into and
                           perform this Agreement and to grant all of the
                           rights, powers and authorities herein granted.

                  (ii)     The execution, delivery and performance of this
                           Agreement do not conflict with, violate or breach any
                           agreement to which Licensor is a party, or Licensor's
                           articles of incorporation or bylaws.

                  (iii)    All manufacturing, production, marketing and sales
                           agreements that are assigned hereby related to the
                           Products, are assignable to Licensee.

                  (iv)     This Agreement has been duly executed and delivered
                           by Licensor and is a legal, valid and

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                           binding obligation enforceable against Licensor in
                           accordance with its terms.

                  (v)      Licensor shall comply with all applicable laws,
                           consent decrees and regulations of any federal, state
                           or other governmental authority in performing this
                           Agreement.

                  (vi)     As of the Effective Date, Licensor knows of no issued
                           or pending patents, trademarks or patent or trademark
                           applications relating to the Products that would
                           prevent Licensee from using or selling the Products
                           in the Territory.

                  (vii)    As of the Effective Date, there are no outstanding,
                           pending or threatened product liability or breach of
                           warranty or other similar claims, actions, suits,
                           demands, investigations, arbitrations, administrative
                           or other proceedings, or orders, injunctions,
                           judgments or decrees of any court or government
                           agency in connection with the Products in the
                           Territory.

                  (viii)   As of the Effective Date, there are no outstanding,
                           pending or threatened violations, notice of
                           noncompliance, warning letters, orders, injunctions,
                           judgments or decrees of any court or government
                           agency, investigations, claims, actions, suits,
                           demands, administrative or other proceedings that
                           have resulted or might result in the revocation,
                           suspension or modification of any regulatory approval
                           for the Products in the Territory.

                  (ix)     Licensor ceased, as of March 13, 2000, all further
                           sales of the Products to Quality King.

                  (x)      Licensor has conducted the sales of the Products
                           consistent with its past practices and in the
                           ordinary course of business from January 1, 2000
                           through the Effective Date.

                  (xi)     All contracts relating to the Products, the
                           Intellectual Property Rights and the Technology, as
                           they relate exclusively to the Products, including
                           all manufacturing, production, marketing and sales

                                      -12-

<PAGE>

                           agreements related thereto, are assignable to
                           Licensee.

                  (xii)    All historical sales, costs of goods sold and
                           operating expenses in connection with the Products
                           are substantially accurate and properly classified on
                           Licensor's financial statements and on any other
                           written information provided by Licensor to Licensee
                           in connection with this Agreement.

         (b)      Licensee hereby represents, warrants and covenants the
                  following:

                  (i)      Licensee is a corporation duly organized, existing
                           and in good standing under the laws of the State of
                           Iowa, U.S.A., with full right, power and authority to
                           enter into and perform this Agreement.

                  (ii)     The execution, delivery and performance of this
                           Agreement do not conflict with, violate or breach any
                           agreement to which Licensee is a party, or Licensee's
                           articles of organization or bylaws.

                  (iii)    This Agreement has been duly executed and delivered
                           by Licensee and is a legal, valid and binding
                           obligation enforceable against Licensee in accordance
                           with its terms.

                  (iv)     Licensee shall comply with all applicable laws,
                           consent decrees and regulations of any federal, state
                           or other governmental authority in performing this
                           Agreement.

         (c)      Indemnification.

                  (i)      Licensor agrees to indemnify and hold harmless
                           Licensee, its Affiliates and sublicensees and their
                           respective employees, agents, officers and directors
                           from and against any claims, losses, liabilities,
                           damages, costs and expenses (including reasonable
                           attorney fees) incurred by Licensee, its Affiliates
                           or sublicensees arising out of or in connection with
                           any (A) breach by Licensor of any representation,
                           warranty, covenant or obligation hereunder, (B) act
                           or omission on the part of

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                           Licensor or any of its employees or agents in the
                           performance of this Agreement, (C) claim or demand of
                           any kind or injury to a person or property arising
                           from Licensor's or its contractor manufacturer's
                           manufacturing, packaging or labeling of the Products;
                           provided, that this indemnification shall not apply
                           to the extent that such claim or demand has resulted
                           from changes in such manufacturing, packaging or
                           labeling conducted by or at the direction of Licensee
                           after Closing, and (D) payments, commissions or fees
                           of any kind due to consultants or brokers retained by
                           Licensor relating to the Products.

                  (ii)     Licensee agrees to indemnify and hold harmless
                           Licensor and its Affiliates and their respective
                           employees, agents, officers and directors from and
                           against any claims, losses, liabilities, damages,
                           costs and expenses (including reasonable attorney
                           fees) incurred by Licensor or its Affiliates arising
                           out of or in connection with any (A) breach by
                           Licensee of any representation, warranty, covenant or
                           obligation hereunder, (B) claim or demand of any kind
                           for injury to person or property arising from
                           Licensee's, its Affiliates' or sublicensee's
                           manufacture, marketing, distribution and sale of the
                           Products, provided, that this indemnification shall
                           not apply to the extent such claim or demand has
                           resulted from any negligent act or omission with
                           respect to such Products by Licensor, its Affiliates,
                           their employees, agents or contract manufacturers,
                           (C) act or omission on the part of Licensee or any of
                           its employees or agents in the performance of this
                           Agreement, (D) third party claims alleging
                           infringement of such third parties' intellectual
                           property rights as a result of the advertisement,
                           promotion or marketing materials created by or at the
                           direction of Licensee, its Affiliates or sublicensees
                           and used in connection with the sale of the Products
                           hereunder, and (E) payments, commissions or fees of
                           any kind due to consultants or brokers retained by
                           Licensee relating to the Products.

                                      -14-

<PAGE>

                  (iii)    A party seeking indemnification under this paragraph
                           11(c) (the "Indemnified Party") must give prompt
                           written notice thereof to the other party (the
                           "Indemnifying Party"). The Indemnifying Party shall
                           have the right to defend any such claim or demand
                           subject to the right of the Indemnified Party to
                           participate with counsel of its choice in such
                           defense, but the fees and expenses of such additional
                           counsel shall be at the expense of the Indemnified
                           Party. The Indemnified Party shall cooperate fully in
                           all respects with the Indemnifying Party in any such
                           compromise, settlement or defense, including, without
                           limitation, by making available all pertinent
                           information and personnel under its control to the
                           Indemnifying Party. The Indemnifying Party will not
                           compromise or settle any claim or demand (other than,
                           after consultation with Indemnified Party, a claim or
                           demand to be settled by the payment of money damages
                           and/or the granting of releases) without the prior
                           written consent of the Indemnified Party, which
                           consent shall not be unreasonably withheld.

                  (iv)     Each party shall maintain and keep in force for the
                           term of this Agreement comprehensive general
                           liability insurance including Products/Completed
                           Operations, Contractual and Broad Form Property
                           Damage covering its indemnification obligations
                           hereunder with a minimum limit of Ten Million Dollars
                           ($10,000,000) per annum combined single limit for
                           Bodily Injury and Property Damage, to be increased as
                           appropriate, consistent with prudent business
                           practices prevailing in the business. Promptly after
                           execution and delivery of this Agreement, each party
                           shall furnish a certificate of insurance to the other
                           party evidencing the foregoing endorsements, coverage
                           and limits, and providing that such insurance shall
                           not expire or be canceled or modified without at
                           least thirty (30) days prior notice to the other
                           party.

12.      TERM OF LICENSE. Except as otherwise provided for herein, the term of
         the Agreement shall be for five (5) years from the Effective Date, and
         shall automatically renew for additional five (5) year periods unless
         either party provides the other with

                                      -15-

<PAGE>

         written notice of its intent not to renew this Agreement at least
         ninety (90) days prior to the expiration of the then current term.

13.      TERMINATION.

         (a)      This Agreement may be terminated upon the mutual written
                  agreement of the parties.

         (b)      Either party may terminate this Agreement forthwith by written
                  notice to the other, if the other party commits a material
                  breach of any part of this Agreement and such breach has not
                  been remedied by the breaching party within sixty (60) days
                  after written notice of such breach has been given by the
                  other party. If the breach cannot be remedied within sixty
                  (60) days, the breaching party may submit a plan within this
                  sixty (60) day period, reasonably acceptable to the other
                  party, outlining the steps that it intends taking to cure the
                  breach and then must cure the breach in accordance with the
                  terms of such plan or be subject to an action by the other
                  party for termination of this Agreement pursuant to this
                  paragraph 13(b) for breach of such plan.

         (c)      This Agreement may also be terminated by written notice of one
                  party, if the other party shall be involved in financial
                  difficulties as evidenced:

                  (i)      by its commencement of a voluntary case under any
                           applicable bankruptcy code or statute, or by its
                           authorizing, by appropriate proceedings, the
                           commencement of such voluntary case; or

                  (ii)     by its failing to receive dismissal of any
                           involuntary case under any applicable bankruptcy code
                           or statute within sixty (60) days after initiation of
                           such action or petition; or

                  (iii)    by its seeking relief as a debtor under any
                           applicable law of jurisdiction finding it to be
                           bankrupt or insolvent, or ordering or approving its
                           liquidation, reorganization or any modification or
                           alteration of the rights of its creditors or assuming
                           custody of, or appointing a receiver or other
                           custodian for, all or a substantial part of its
                           property or assets; or

                                      -16-

<PAGE>

                  (iv)     by the entry of an order by a court of competent
                           jurisdiction finding it to be bankrupt or insolvent,
                           or during or approving its liquidation,
                           reorganization or any modification or alteration of
                           the rights of its creditors or assuming custody of,
                           or appointing a receiver or other custodian for, all
                           or a substantial part of its property or assets; or

                  (v)      by its making an assignment for the benefit of, or
                           entering into a composition with its creditors, or
                           appointing or consenting to the appointment of a
                           receiver or other custodian for all or a substantial
                           part of its property.

         (d)      Licensee may terminate this Agreement at any time with ninety
                  (90) days written notice to Licensor if the Products are not a
                  commercial success, as determined by Licensee in its sole
                  discretion, or for reasons of safety or efficacy of the
                  Products.

         (e)      Licensor may terminate this Agreement at any time with ninety
                  (90) days written notice to Licensee if Licensee fails to meet
                  its marketing obligations set out in Section 6 above.

         (f)      The failure by a party to exercise its rights to terminate
                  this Agreement pursuant to this Section 13 in the event of any
                  occurrence giving rise thereto shall not constitute a waiver
                  of such rights in the event of any subsequent occurrence.

         (g)      Termination of this Agreement shall not release either party
                  from its obligations accrued prior to the effective date of
                  termination nor deprive either party from any rights that this
                  Agreement provides shall survive termination.

14.      OPTION. Licensor hereby grants Licensee an option to purchase any or
         all of the applicable Intellectual Property Rights and Technology
         related exclusively to the Products at any time during the term hereof
         upon ninety (90) days written notice to Licensor. The purchase price
         for such Intellectual Property Rights and Technology shall be an amount
         equal to one times the average annual Net Sales of such Products from
         1999 until the date Licensor exercises the option; provided, however,
         such purchase price shall not be less than the average annual Net Sales
         of such Products in 1999. The

                                      -17-

<PAGE>

         purchase of such Intellectual Property Rights and Technology shall
         include, at no additional cost or expense, any necessary license of the
         Technology or Patents or Intellectual Property Rights from third
         parties. The closing, which closing shall be established by Licensor
         and Licensee, shall be no later than one hundred twenty (120) days
         after Licensor receives Licensee's written notice of its election to
         exercise the option to purchase such Intellectual Property Rights and
         Technology.

         In addition, Licensor hereby grants Licensee a right of first refusal
to purchase or license the Products in other territories as such purchases or
licenses may become available.

15.      PUBLICITY. The parties hereto shall coordinate the preparation and
         issuance of any public announcement of Agreement. Any such announcement
         shall comply with relevant Securities and Exchange Commission
         requirements and shall take into account any reasonable concern
         regarding the trade. The wording of such announcement shall be agreed
         upon by the parties before release.

16.      AUDITS. Licensee shall keep accurate records of all Product sales and
         other relevant data concerning the Products for a period of two (2)
         years following the year in which such records were created, and
         Licensee shall provide Licensor quarterly reports thereof thirty (30)
         days after the end of the applicable calendar quarter. Such reports
         shall state the number of Units of Product sold by Licensee, its
         Affiliates or sublicensees, if any, during the applicable quarter, as
         well as the number of free samples of the Products distributed, any
         Product returns made during such calendar quarter, together with an
         accounting of Net Sales with respect to such calendar quarter. Once a
         year, upon reasonable notice, at times mutually agreed upon and during
         business hours, Licensor, at Licensor's cost, may have the accounts of
         Licensee, its Affiliates or sublicensees for the preceding two (2)
         calendar years relating to the Products reviewed by independent
         certified public accountants appointed by Licensor and reasonably
         approved by Licensee, solely in order to verify amounts due under this
         Agreement. Licensor and Licensee shall mutually determine a general
         strategy for such audit in advance of its conduct. Said accountant
         shall not disclose to Licensor any information except that which should
         properly be contained in a quarterly report required under this
         Agreement. Licensee shall promptly pay any underpayment evidenced by
         such audit, and Licensor shall promptly refund any overpayment
         evidenced by such audit. If such an audit evidences an underpayment of
         more than five percent (5%) with respect to the amounts actually paid,
         Licensee shall promptly pay such underpayment to Licensor with interest
         at the prime rate as set by Citibank, from the time when such
         underpayment accrued, and shall reimburse Licensor for the reasonable
         costs and expenses (including fees) of such audit.

17.      ARBITRATION.

         (a)      ARBITRATION. In the event of any dispute (a "Dispute") between
                  the parties hereto subsequent to the Effective Date with
                  respect to the breach, interpretation or

                                      -18-

<PAGE>

                  enforcement of this Agreement, such dispute shall be resolved
                  by binding arbitration in accordance with the commercial
                  arbitration rules of the American Arbitration Association
                  ("AAA"). Notwithstanding the foregoing, the parties intend to
                  depart from the AAA commercial arbitration rules to the extent
                  any of the following provisions conflict with such rules.

         (b)      PANEL. Any arbitration shall take place before a panel of
                  three (3) arbitrators (the "Panel"). The Panel shall be
                  selected in accordance with the AAA's procedures for selecting
                  an arbitration Panel, provided, that the Panel shall include
                  one certified public accountant and one transactional lawyer,
                  each of whom shall have had at least ten (10) years experience
                  in his or her respective field, and at least three (3) years
                  of arbitration experience. If any arbitrator on the Panel
                  neglects or refuses to act or is or becomes incapable of
                  acting, or dies before the Panel shall have made its award,
                  and the parties fail to agree or concur in the appointment of
                  another arbitrator, either party may serve on the other a
                  notice in writing requiring him to agree and concur in the
                  appointment of another arbitrator, and if such appointment is
                  not made within twenty (20) days from the service of said
                  notice, then the remaining arbitrators shall have power on the
                  request in writing of either party to appoint another
                  arbitrator who shall have the like authority to act in the
                  arbitration and make an award and the like powers in all
                  respects as if he had been appointed by the parties.

         (c)      BINDING EFFECT. Each of the parties agrees that the decision
                  of the Panel shall be final and binding on the parties hereto
                  and, provided diversity or other federal jurisdiction exists,
                  the parties hereby consent to the entry of final judgment
                  thereon in the United States District Court for the Southern
                  District of New York, and to the issuance of execution on the
                  judgment. The award may be appealed only to the court in which
                  judgment on the award is required to be entered and only to
                  the extent the award contains material errors of applicable
                  law, is arbitrary or capricious, or was fraudulently obtained.
                  If the parties cannot meet the applicable requirements for
                  federal jurisdiction, the parties agree to the entry of
                  judgment in the State Court of New York, and to the issuance
                  of execution on such judgment. The parties hereto hereby

                                      -19-

<PAGE>

                  consent to the jurisdiction of such court (i.e., such federal
                  court, or, in the event federal jurisdiction does not exist,
                  such state court) in reference to any matter arising out of
                  the arbitration or this Agreement including but not limited to
                  confirmation of any arbitration award and enforcement thereof
                  by entry of judgment thereon or by any other legal remedy. As
                  to any Dispute which under the terms hereof is made subject to
                  arbitration, no suit at law or in equity based on such Dispute
                  shall be instituted by either party hereto other than to
                  enforce the award of the Panel. If any controversy shall arise
                  after the award as to whether the award or any part thereof
                  has been complied with, such controversy shall be determined
                  by the same Panel.

         (d)      EVIDENCE. The Panel shall not be bound by strict rules of
                  evidence and may give such right to evidence as may seem right
                  and proper to it. The Panel shall schedule a pre-hearing
                  conference to resolve procedural matters, arrange for the
                  exchange of information, obtain stipulations, and narrow the
                  issues. The parties will submit proposed discovery schedules
                  to the Panel at the pre- hearing conference. The scope and
                  duration of discovery will be within the sole discretion of
                  the Panel. Unresolved discovery disputes may be brought to the
                  attention of the chair of the arbitration panel and may be
                  disposed of by the chair of the panel. The Panel shall have
                  the discretion to order a pre-hearing exchange of information
                  by the parties, including, without limitation, production of
                  requested documents, exchange of summaries of testimony of
                  proposed witnesses, and examination by deposition of parties
                  and third-party witnesses. This discretion shall be exercised
                  in favor of discovery reasonable under the circumstances. The
                  arbitration shall be conducted in New York, New York. Any
                  party may be represented by counsel or other authorized
                  representative. In rendering a decision(s), the Panel shall
                  determine the rights and obligations of the parties according
                  to the substantive and procedural laws of New York and the
                  terms and provisions of this Agreement. The Panel's decision
                  shall be based on the evidence introduced at the hearing,
                  including all logical and reasonable inferences therefrom. The
                  Arbitrator may make any determination, and/or grant any remedy
                  or relief that is just and equitable, subject to the express
                  provisions of this Agreement. The Panel shall have power to
                  award and direct that the parties

                                      -20-

<PAGE>

                  or any of them shall execute such releases, conveyances,
                  assurances, and do things as the Panel shall think fit and
                  such releases, conveyances, assurances and things shall be
                  executed and done accordingly. The Panel shall have the
                  authority to proceed ex parte in case of the nonattendance of
                  either of the parties or of their witnesses after thirty (30)
                  days prior notice in writing by the Panel given to the parties
                  respectively or their respective attorneys or agents notifying
                  the time and place of meeting to proceed with the reference.
                  Any provisional remedy that would be available from a court of
                  law shall be available from the arbitrator to the parties to
                  this Agreement pending arbitration.

         (e)      WAIVER OF CONSEQUENTIAL DAMAGES. The Panel shall have no
                  authority to award consequential damages, punitive damages,
                  and all other damages not measured by the prevailing party's
                  actual damages, and each party hereby waives all claims to
                  same. The Panel may not in any event make any ruling, finding
                  or award that does not conform to the terms and conditions of
                  the Agreement. Liabilities for taxes are direct damages.

         (f)      DISCLOSURE. Except to the extent disclosure, filing, reporting
                  or announcement thereof is required by law, including by any
                  rules or regulations of any applicable governmental,
                  regulatory or stock exchange agency or authority, neither a
                  party nor an arbitrator may disclose the existence, content or
                  results of any arbitration hereunder without the prior written
                  consent of both parties, except to the extent that the
                  recordation of a final judgment causes such matters to become
                  public.

18.      RIGHT OF FIRST OFFER AND REFUSAL. If at any time during the term of
         this Agreement, Licensor desires to market, sell or distribute in the
         Territory any over-the- counter product closely related to the Field,
         then Licensor shall provide Licensee the right of first offer and
         refusal to present a proposal to Licensor to market and distribute any
         such product on an exclusive basis within the Territory.

19.      NOTICES. All notices required hereunder shall be in writing and shall
         be deemed to be properly given if sent by air courier to the party to
         be notified at the address set forth on page 1 hereof, or at such other
         latest address as either party may hereafter designate in writing to
         the other; provided that a copy of each notice to be sent to Licensor
         hereunder shall also be sent by the same means to William J. Bologna,
         Chairman of the Board, Columbia Laboratories, Inc., 2875 N.E. 191 St.,
         Suite 400,

                                      -21-

<PAGE>

         Aventura, Florida 33180; and further provided that a copy of each
         notice set to Licensee hereunder shall also be sent by the same means
         to Chris DeWolf, 1201 Continental Place NE, Cedar Rapids, Iowa 52402.
         The date of service of any notice to sent by air courier shall be the
         date of receipt.

20.      TAX. All taxes levied on account of any payments accruing under this
         Agreement that constitute income to Licensor, shall be the obligation
         of Licensor, and if provision is made in law or regulation for
         withholding, such tax shall be deducted from any payment then due, paid
         to the proper taxing authority, and receipt for payment of the tax
         secured and promptly sent to Licensor.

21.      INDEPENDENT CONTRACTORS. The relationship of the parties under this
         Agreement is that of independent contractors. Neither party shall be
         deemed to be the agent of the other and neither is authorized to take
         any action binding upon the other.

22.      ENTIRE AGREEMENT; MODIFICATION. This Agreement, including the Schedules
         hereto, contains the entire understanding between the parties hereto
         relating to the subject matter hereof, there being no terms and
         conditions other than those set forth herein, and it supersedes all
         prior agreements, written or oral, between the parties hereto with
         respect to the matters covered hereunder. This Agreement may not be
         modified, altered or otherwise changed other than by an instrument in
         writing, duly executed by each of the parties hereto.

23.      SEVERABILITY. If any provision of this Agreement should be or becomes
         fully or partly invalid or unenforceable for any reason whatsoever or
         should be adjudged to violate any applicable law, this Agreement is to
         be considered divisible as to such provision and such provision is
         deemed to be deleted from this Agreement, and the remainder of this
         Agreement shall be valid and binding as if such provision were not
         included herein; provided, however, that this Agreement is not rendered
         fundamentally different in its content or effect.

24.      EFFECT OF HEADINGS. The headings for the sections and paragraphs of
         this Agreement are to facilitate reference only, do not form a part of
         this Agreement, and shall not in any way affect the interpretation
         hereof.

25.      CHOICE OF LAW. This Agreement and performance hereof shall be construed
         and governed by the laws of the State of New York and of the United
         States. Any dispute, controversy, claim or difference arising between
         the parties out of, relating to, or in connection with this Agreement
         shall be submitted to the jurisdiction of the courts sitting in the
         State of Iowa or the State of New York, at the option of the party
         filing such action.

26.      NO WAIVER. No delay or omission or failure to exercise any right or
         remedy provided for herein shall be deemed to be a waiver thereof or
         acquiescence in the event giving rise to such right or remedy.

                                      -22-

<PAGE>

27.      COUNTERPARTS. This Agreement may be executed in any number of
         counterparts and by the different parties hereto on separate
         counterparts, each of which, when so executed shall be deemed an
         original, but all such counterparts shall constitute but one and the
         same instrument.

28.      FURTHER ASSURANCES. Licensor and Licensee each agree to produce or
         execute such other documents or agreements as may be necessary or
         desirable for the execution and implementation of this Agreement and
         the consummation of the transactions contemplated hereby.

29.      BANKRUPTCY. All Trademark, Patent and Technology rights and licenses
         granted to the Products under or pursuant to this Agreement by Licensor
         to Licensee are, and shall otherwise be deemed to be, for purposes of
         Section 365(n) of the United States Bankruptcy Code, as amended from
         time to time (the "Bankruptcy Code"), licenses of rights to
         "intellectual property" as defined under Section 101 (35A) of the
         Bankruptcy Code. The parties hereto agree that so long as Licensee, as
         a licensee of such rights under this Agreement, makes all payments to
         Licensor required under this Agreement, Licensee shall retain and may
         fully exercise all of its rights and elections under the Bankruptcy
         Code. The parties further agree that, if any proceeding shall be
         instituted by or against Licensor seeking to adjudicate it as bankrupt
         or insolvent, or seeking liquidation, winding up, reorganization,
         arrangement, adjustment, protection, relief or composition of it or its
         debts under any law relating to bankruptcy, insolvency or
         reorganization or relief of debtors, or seeking an entry of an order
         for relief or the appointment of a receiver, trustee or other similar
         official for its or any substantial part of its property or appointment
         of a receiver, trustee or other similar official for it or any
         substantial part of its property or it shall take an action to
         authorize any of the foregoing actions, Licensee, as a licensee of such
         rights under this Agreement, shall retain and may fully exercise all of
         its rights and elections under the Bankruptcy Code. The parties further
         agree that, in the event of the commencement of a bankruptcy proceeding
         by or against Licensor under the Bankruptcy Code, Licensee shall be
         entitled to a complete duplicate of (or complete access to, as
         appropriate) any such intellectual property and all embodiment of such
         intellectual property, and the same, if not already in its possession,
         shall be promptly delivered to Licensee (i) upon any such commencement
         of a bankruptcy proceeding upon written requires therefor by Licensee,
         unless Licensor elects to continue to perform all of its obligations
         under this Agreement, or (ii) if not delivered under (i) above, upon
         the rejection of this Agreement by or on behalf of Licensor, upon
         written request therefor by Licensee. In addition the parties agree
         that in such event the intellectual property delivered to Licensee
         shall include all Technology necessary or useful to give Licensee the
         capability of manufacturing the Products and such Technology shall be
         delivered to Licensee in such a way as to communicate it to Licensee
         promptly, effectively and economically.

30.      FORCE MAJEURE. No failure or omission by a party hereto in the
         performance of any obligation of this Agreement shall be deemed a
         breach of this Agreement nor shall

                                      -23-

<PAGE>

         it create any liability if the same shall arise from any cause or
         causes beyond the control of the party, including, but not limited to,
         the following, which, for the purposes of this Agreement, shall be
         regarded as beyond the control of the party in question: acts of God,
         acts or omissions of any government, any rules, regulations, or orders
         issued by any governmental authority or any officer, department,
         agency, or instrumentality thereof, fire, storm, flood, earthquake,
         accident, war, rebellion, insurrection, riot, invasion, strikes,
         lockouts; provided however, that the party so affected shall promptly
         advise the other party of the existence of such causes of
         nonperformance, shall use its best efforts to avoid or remove such
         causes of nonperformance and shall continue hereunder wit the utmost
         dispatch whenever such causes are removed.

31.      PERFORMANCE BY AFFILIATES. The parties agree that certain of their
         rights and obligations under this Agreement may not be carried out by
         one or more of their Affiliates; provided, however, that each party
         shall remain responsible for the acts and omission of its Affiliates.
         The parties further understand and agree that no such Affiliate is a
         party to this Agreement, and, except as contemplated by this Agreement,
         is not the agent of such party for purposes hereof, is not authorized
         to bind such party and cannot enter into amendments to this Agreement,
         which can only be made in accordance with the terms of Section 22
         hereof.

                                      -24-

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have set their hands as of the
day and year first above written.

COLUMBIA LABORATORIES, INC.                   LIL' DRUG STORE PRODUCTS, INC.

By:/S/ WILLIAM J. BOLOGNA                     By:/S/ DENNIS L. OLDORF
   ----------------------                        --------------------
   William J. Bologna, Chairman of               Dennis L. Oldorf, Chairman of
                         the Board                                   the Board

                                      -25-