EXHIBIT 10.22

                     REPLENS PURCHASE AND LICENSE AGREEMENT

         THIS AGREEMENT is made and entered into 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 ("Seller"), and LIL' DRUG STORE PRODUCTS, INC., an Iowa corporation with
its principal place of business at 1201 Continental Place NE, Cedar Rapids, Iowa
("Buyer").

                                    RECITALS

         WHEREAS, Seller is the owner of certain Technology, Patents and
Trademarks (as hereinafter defined); and

         WHEREAS, Seller desires to sell and license to Buyer, and Buyer desires
to purchase and license from Seller, certain Technology, Patents and Trademarks
for the Product (as hereinafter defined) in the Territory (as hereinafter
defined) on the terms and subject to the conditions set forth herein.

         NOW, THEREFORE, the parties 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" means any corporation or the 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 "controlling"
                  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)      "Buyer Transaction Documents" means this Agreement and all
                  other agreements or documents to be executed and delivered by
                  Buyer pursuant to the requirements of this Agreement.

         (c)      "cGMP" means current good manufacturing practice regulations
                  promulgated by the Federal Drug Administration ("FDA") and
                  other regulatory agencies.

         (d)      "Columbia Patents" means the bioadhesive composition and
                  method of treatment patent, U.S. Patent

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                  No. 4,615,697 and the vaginal tissue moisturizing composition
                  and method patent, U.S. Patent No. 5,474,768, and any and all
                  patents issued pursuant thereto that are now used in
                  connection with the Product.

         (e)      "Deferred Revenue" means the aggregate amount, as of the
                  Closing Date (defined below), billed or received by Seller for
                  the sale of the Product, the delivery of which will occur on
                  or after the Closing Date.

         (f)      "Design Patents" means U.S. Design Patent Nos. 345,211 and
                  375,352, and any and all patents issued pursuant thereto that
                  are now used in connection with the Product.

         (g)      "Encumbrance" means any encumbrance, security interest,
                  mortgage, lien, pledge, claim, lease, right of first refusal,
                  option, restrictive covenant, charge or other restriction or
                  third party rights.

         (h)      "Field" means products that are promoted or marketed primarily
                  as a vaginal moisturizer or vaginal lubricant. The Field does
                  not include other products containing polycarbophil that are
                  promoted or marketed primarily for a purpose outside the
                  Field, but that may claim a side benefit of also being a
                  vaginal moisturizer or lubricant.

         (i)      "Governmental Body" means any United States or other national,
                  state, municipal or local government, domestic or foreign, any
                  subdivision, agency, entity, commission or authority thereof,
                  or any quasi-governmental or private body exercising any
                  regulatory, taxing, importing or other governmental or
                  quasi-governmental authority.

         (j)      "Intellectual Property Rights" means trade secrets,
                  trademarks, trade names, logos, trade dress, graphics, designs
                  and copyrights.

         (k)      "Net Sales" means the aggregate equivalent of gross sales
                  received by Buyer, its Affiliates or sublicensees from or on
                  account of the sale of the Product 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,

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                  recalls, rebates, rejection or return of the Product
                  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 Buyer and any of its Affiliates or
                  sublicensees for resale. No transfer of the Product for test
                  or development purposes or as free samples shall be considered
                  a sale hereunder for accounting and payment purposes. Net
                  Sales shall be determined in accordance with generally
                  accepted accounting principles ("GAAP").

         (l)      "Product" means the current formulation of Replens(R) brand
                  vaginal moisturizer or lubricant and any and all improvements,
                  reformulations or advances to such formulation in the Field.

         (m)      "Replens Patent" means the tissue moisturizing composition and
                  method patent, U.S. Patent No. 5,968,500, and any and all
                  patents issued pursuant thereto that are now used in
                  connection with the Product.

         (n)      "Seller Transaction Documents" means this Agreement and all
                  other agreements or documents to be executed by Seller
                  pursuant to the requirements of this Agreement.

         (o)      "Transaction Documents" means the Buyer Transaction Documents
                  and the Seller Transaction Documents, collectively.

         (p)      "Technology" means all pharmacological, toxicological,
                  preclinical, clinical, technical and other information, data
                  and analysis and know-how relating exclusively to the
                  registration, manufacture, packaging, use, marketing and sale
                  of the Product (including, without limitation, all words
                  copyrighted by Seller) and all proprietary rights relating
                  thereto owned by Seller or its Affiliates or to which Seller
                  or its Affiliates has rights so as to be able to license,
                  whether prior to or after the Closing Date, and relating or
                  pertaining exclusively to the Product. Technology shall also
                  include all improvements thereto from time to time developed
                  or otherwise acquired by Seller as to which Seller has rights
                  so as to be able to license such improvements.

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         (q)      "Territory" means the United States of America and its
                  territories.

         (r)      "Trademark" means the trademark "Replens" (Reg. No.
                  1,591,663).

         (s)      "Unit" means a single package of the Product, whether a three
                  count, eight count, tube or other configuration.

2.       TRANSFERRED ASSETS. On the Closing Date (as hereinafter defined), Buyer
         agrees to acquire from Seller and Seller agrees to convey, transfer and
         deliver to Buyer, free and clear of all Encumbrances, the Technology
         and Trademarks (the "Transferred Assets"), and fully paid, royalty
         free, transferable, perpetual, non-exclusive licenses of the Columbia
         Patents and the Design Patents in the Territory, with such licenses to
         be exclusive as to the Field (the "CP License" and the "Design
         License," respectively) to manufacture, produce, market, modify, sell,
         license or otherwise distribute the Product. The Transferred Assets
         include, but are not limited to:

         (a)      All tangible and intangible assets used by Seller exclusively
                  in

                  (i)      research and development pertaining to the Product;

                  (ii)     the design of the Product and of different versions
                           and packaging of the Product;

                  (iii)    manufacture and reproduction of the Product and
                           packaging;

                  (iv)     modification of the Product; and

                  (v)      marketing and distribution of the Product,

         including all customer lists, manufacturing and sales contracts and
         quotations (including any open customer purchase orders), advertising
         and marketing material, including all sales collateral, sampling list,
         art work, web-sites, existing and under development, Product samples,
         manufacturing molds, trade names, clinical studies, customer
         support/inquiry material, historical production records, stability
         records, formulation information, records and all other relevant
         property.

         (b)      Ongoing support by Seller of Buyer's activities as discussed
                  further herein, including without limitation regarding the
                  following:

                  (i)      assistance during transition after closing, pursuant
                           to Section 6(a) of this Agreement;

                  (ii)     coordination and sourcing of production of the
                           Product, pursuant to Section 6(b) of this Agreement;

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                  (iii)    potential cross-branding of the Product with Seller's
                           other products, pursuant to Section 6(d);

                  (iv)     future Product line extensions, pursuant to Section
                           6(e);

                  (v)      research and development for the Product line,
                           pursuant to Section 6(e); and

                  (vi)     handling and advice regarding regulatory matters,
                           pursuant to Section 6(e).

         This transaction also includes a transferable, non-exclusive license of
the Replens Patent, with such license to be exclusive as to the Field (the "RP
License") in the Territory to manufacture, produce, market, modify, sell,
license or otherwise distribute the Product, for which Buyer shall pay Seller
the License Fees described in Section 3 below.

         It is agreed that except as set out expressly herein, Buyer is not
assuming and shall not be liable for any debt, liability or obligation of Seller
whatsoever, whether existing or contingent, direct or indirect, known or
unknown. Without in any way limiting the generality of the foregoing, Buyer
shall have no obligations with respect to any of the following liabilities:

                  (vii)    Any liabilities of Seller occurring prior to the
                           Closing Date under contracts, permits or licenses;

                  (viii)   Any liabilities and/or obligations of Seller with
                           respect to wages and salaries, bonuses, vacation pay,
                           commissions, overtime, benefits, entitlement to
                           severance whenever arising or occurring, with respect
                           to any employees of Seller;

                  (ix)     Any liabilities with respect to injury to or death of
                           persons or damage to or destruction of property not
                           constituting part of the Transferred Assets,
                           including product liability claims and workers
                           compensation claims arising out of the conduct of
                           Seller prior to Closing, regardless of when said
                           liability is asserted, including any liability for
                           consequential or punitive damages in connection with
                           the foregoing;

                  (x)      Any liabilities for taxes payable by Seller;

                  (xi)     Any trade or accounts payable, notes payable, loans,
                           or other indebtedness or

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                           obligations to make payments relating to the
                           Transferred Assets.

3.       CONSIDERATION. In consideration for the Transferred Assets and the
         Design License, Seller's express obligations hereunder, including but
         not limited to, Seller's obligations set out in Section 6 below, and
         any other rights granted to Buyer hereunder, Buyer shall pay to Seller
         the sum of $4,400,000 in cash at the Closing (as defined below), less
         any Deferred Revenue. In addition, in consideration for the CP License,
         Buyer shall pay to Seller the sum of $100,000 in cash at the Closing,
         and shall pay Seller, as consideration for the RP License, 10% of the
         Net Sales of the Product ("License Fees") from the Closing Date forward
         until such time as Buyer has paid Seller a total amount (the cash
         consideration paid at Closing and the License Fees paid) of $6,500,000
         (calculated on a net present value basis assuming a 10% annual discount
         rate). Buyer may, in its sole discretion, pay all or any portion of the
         balance of the consideration described above at any time. Buyer shall
         pay Seller the License Fees for the first two (2) months within thirty
         (30) days after the end of the second month following the Closing, and
         thereafter on a monthly basis within thirty (30) days after the close
         of each month. Each payment of the percent of Net Sales shall be
         accompanied by documentation evidencing the Net Sales for the previous
         period. At such time as Buyer shall have paid Seller the full amount of
         the consideration described above, Seller shall grant Buyer a
         perpetual, fully paid, royalty free, transferrable, non-exclusive
         license of the Replens Patents, with such license to be exclusive as to
         the Field.

4.       CLOSING.

        (a) CLOSING DATE. The transaction which is the subject of this Agreement
shall be closed on or before May 5, 2000 ("Closing" and/or "Closing Date"), at
the offices of Bradley & Riley PC, 2007 1st Avenue SE, Cedar Rapids, Iowa 52402,
or at such time and place as the parties shall agree.

         (b) DELIVERIES BY SELLER. At the Closing, Seller shall deliver the
Transferred Assets and the CP License to Buyer by a Bill of Sale in the form
acceptable to Seller and Buyer, appropriate assignment(s) of the Trademark, and
any other documents reasonably necessary to complete this transaction.

         (c) DELIVERIES BY BUYER. At Closing, Buyer shall deliver to Seller the
cash consideration described in Section 3 above.

5.       INVENTORY. In addition to the consideration set out in Section 3 above,
         Buyer agrees to purchase from Seller up to $500,000 worth of usable
         Product inventory (samples and Product prepared for sale, but excluding
         Replens 3) on an as needed basis during the six (6) month period
         beginning after the Closing Date. Buyer agrees to purchase from Seller
         inventory of the Replens 3 Product on an as needed basis. The Product
         inventory to be purchased by Buyer shall be selected by Buyer in its
         sole discretion. Initially, Buyer intends to use Seller's current
         outsource distribution partner, Redford Distributing, in Redford,
         Michigan. Buyer shall be responsible for the distribution/shipping fees
         for inventory shipped out of the Redford facility; provided,

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         however, if, within ninety (90) days after the Closing Date, Buyer
         elects to move the Product inventory to a Buyer designated warehouse
         for fulfillment, Seller and Buyer each shall bear one-half (1/2) of 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 Seller as the
         manufacturer and provides Seller's 800 number for customer support.
         Buyer shall pay Seller for the Product inventory purchased within the
         first two (2) months after the Closing within thirty (30) days after
         the end of such second month following the Closing and thereafter on a
         monthly basis within thirty (30) days after the close of each month in
         which Buyer purchases Product inventory from Seller.

6.       CONDUCT AFTER CLOSING.

         (a)      From and after the Closing Date, Seller will reasonably make
                  available to Buyer all staff necessary to support the
                  transition of the Product and the manufacturing and
                  distribution of same, 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 parties anticipate the transition period
                  will last at least ninety (90) days, and both Buyer and Seller
                  agree to use their best efforts in the transition.

         (b)      Seller will continue to coordinate the production of the
                  Product and act as a centralized sourcing point for same to
                  insure Buyer does not face capacity restrictions in the
                  manufacturing of the Product. Seller will designate an
                  individual with Seller to work with Buyer on all supply
                  matters. Buyer shall reimburse Seller for its costs of the
                  Product (bill of materials multiplied by the amount of the
                  Product, plus necessary freight/transportation charges) in
                  U.S. dollars promptly upon Buyer's receipt and reasonable
                  inspection of the Product. Seller will promptly notify Buyer
                  of any increase in the cost of the Product or the
                  freight/transportation charges. Seller and Buyer agree to work
                  together to secure all necessary contracts to protect the
                  supply of the Product and will work together to explore and
                  qualify more cost effective methods of manufacture for
                  producing the Product. Seller will, at Buyer's request,
                  promote the manufacture of the Product in all facilities that
                  Seller qualifies for production of its other current and
                  future gel based products (Advantage S, Crinone, etc.). Seller
                  will reasonably conduct its remaining business in such a way
                  as not to interfere with the production of the Product by
                  Buyer.

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         (c)      Seller shall not sell or license for sale in the Territory any
                  product in the Field, nor invest in, consult with, or in any
                  manner assist any other person or entity to do same. Seller
                  represents that as of the date hereof, it has not entered into
                  any arrangement that would contravene the intentions of this
                  paragraph.

         (d)      As of the Closing, Seller will not use the Trademark in the
                  Territory on any exterior packaging or tubes or in any other
                  manner that cross-brands the Product with any other products;
                  provided, however, Seller may continue to market and sell the
                  March production run of 100,000 Advantage S boxes and tubes
                  that contain the Product name and the April production run of
                  Advantage S with the Product name on the tube only.
                  Notwithstanding the provisions hereof, at the expiration of
                  six (6) months from the Closing, Seller shall stop selling all
                  of its products that contain the Product name, whether on
                  exterior packaging or on the product itself. At Buyer's
                  request, Seller shall consider whether to cross-brand the
                  Product with Seller's other products, on terms reasonably
                  acceptable to both Buyer and Seller.

         (e)      Seller intends to work with Buyer on any future Product line
                  extension and all research and development efforts for the
                  Product line, at Buyer's request and at Buyer's cost, on terms
                  and conditions to be agreed upon prior to such efforts. Seller
                  shall also furnish such additional assistance as Buyer may
                  reasonably request in connection with any regulatory
                  compliance regarding the manufacture, marketing or sale of the
                  Product in the Territory. Seller shall, at Buyer's request and
                  at Buyer's cost, with respect to such regulatory matters, (i)
                  act as liaison with the FDA or other governmental authority;
                  (ii) prepare and make all submissions regarding the regulatory
                  matter; (iii) monitor all studies pertinent to the regulatory
                  matter; and (iv) obtain regulatory approvals as reasonably
                  deemed necessary by Seller and Buyer.

         (f)      Seller shall be responsible for any returns of the Product
                  sold and shipped by Seller prior to the Closing Date
                  ("Returns"). Buyer shall be entitled to a credit against the
                  amount owed for License Fees pursuant to Section 3 above equal
                  to the gross margin (net wholesale price less cost of goods
                  sold) on such Returns, or equal to the amount of any refund
                  paid by Buyer for any returns of

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                  damaged Product. Damaged Product shall include, but is not
                  limited to, Product with a retailer's inventory or pricing
                  marking affixed. Notwithstanding the above, if Buyer sells any
                  damaged Product after receiving a credit for such damaged
                  Product, Buyer shall pay Seller of the Net Sales of such
                  damaged Product, less any out-of-pocket expenses incurred by
                  Buyer in such sale.

         (g)      To the extent Buyer, in its reasonable judgment, is required
                  to honor any documented customer commitment, Seller will
                  promptly reimburse Buyer for such commitment. Buyer shall
                  provide Seller 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 Seller
                  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 Seller and/or its
                  representatives agreed to such commitment. If a customer or
                  broker commitment is undocumented, Buyer and Seller agree to
                  review such alleged commitment and, subject to Seller's
                  approval, which approval shall not be unreasonably withheld,
                  Seller will promptly reimburse Buyer for any commitment Buyer
                  makes to honor such undocumented customer or broker
                  commitment.

7.       SELLER REPRESENTATIONS AND WARRANTIES. Seller represents and warrants
         to Buyer as follows:

         (a)      Seller is a corporation duly organized, existing and in good
                  standing under the laws of Bermuda, 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.

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

         (c)      All manufacturing, production, marketing and sales agreements
                  that are assigned hereby related to the Product are assignable
                  to Buyer.

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

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

         (f)      Seller knows of no issued or pending patents, trademarks or
                  patent or trademark applications relating to the Product that
                  would prevent Buyer from using or selling the Product in the
                  Territory.

         (g)      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 Product in the
                  Territory.

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

         (i)      Seller has conducted the sales of the Product consistent with
                  its past practices and in the ordinary course of business from
                  January 1, 2000 through the Closing Date.

         (j)      Seller is the sole and exclusive legal and equitable owner of
                  the Transferred Assets, the Columbia Patents and the Replens
                  Patent (and has good title to the tangible Transferred Assets)
                  free and clear of any Encumbrances, other than certain royalty
                  or other payments due from Seller to third parties in
                  connection with the Columbia Patents and/or the Replens
                  Patent. At Closing, Buyer shall acquire all of Seller's right,
                  title and interest in the Transferred Assets, free and clear
                  of all Encumbrances. Except for ordinary wear and tear, the
                  Transferred Assets are in good operating condition and repair,
                  free of known defects affecting operation, and are adequate
                  and fit for the uses for which they are presently intended or
                  being used. Seller has the right to transfer or license the
                  Replens Patents, the Bioadhesive Patents and the Intellectual
                  Property and no consent on the part of any other person

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                  or entity is necessary to validate the transfer to Buyer of
                  the Transferred Assets or the license to Buyer of the CP
                  License or the RP License.

         (k)      All customer lists and all other information, reports and data
                  made available or provided to Buyer by Seller are, in all
                  material respects, true, correct and accurate as of the date
                  provided or made available, as of the date of this Agreement,
                  and as of the date of Closing. Seller has no knowledge of any
                  intent of any such customer to modify or terminate its account
                  or any of its outstanding orders.

         (l)      There is no action, suit, investigation, claim, arbitration or
                  litigation pending or, to Seller's knowledge, threatened,
                  against or involving the Transferred Assets or the propriety
                  of this Agreement or any of the transactions contemplated
                  hereby, at law or in equity, or before or by any court,
                  arbitrator or governmental authority, and Seller is not
                  operating under or subject to any order, judgment, decree,
                  license or injunction of any court, arbitrator or governmental
                  authority. No governmental agency or authority has at any time
                  challenged, questioned, or commenced or given notice of
                  intention to commence any investigation relating to, the legal
                  right of Seller to conduct the operations of its business as
                  it relates to the Product. Seller, and to Seller's knowledge
                  each of its contract manufacturers in connection with the
                  Product, has complied, and is in compliance, in all material
                  respects with all laws, ordinances, regulations, awards,
                  orders, judgments, decrees and injunctions applicable to the
                  Transferred Assets, including all federal, state and local
                  laws, ordinances, regulations and orders pertaining to
                  employment or labor, safety, health, environmental protection,
                  zoning and other matters. Seller has obtained and holds all
                  permits, licenses and approvals (none of which has been
                  modified or rescinded and all of which are in full force and
                  effect) from all governmental authorities as they relate to
                  the Product necessary in order to conduct its business and
                  operations as presently conducted as it relates to the Product
                  and to own, use and maintain the Transferred Assets, and has
                  paid all regulatory fees and assessments attributable to
                  Seller's business operations involving the Transferred Assets
                  that are due or accrue prior to the Closing Date.

         (m)      All historical sales, costs of goods sold and operating
                  expenses are substantially accurate and properly

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                  classified on Seller's financial statements and on any other
                  written information provided to Buyer by Seller in connection
                  with this transaction.

         (n)      Seller's inventory of the Product at its outsource
                  distribution partner's location in Redford, Michigan (other
                  than its supply of Replens tubes) is sufficient to handle
                  normal and customary sales of the Product after the Closing
                  and represents at least a normal and customary three (3) month
                  supply of the Product.

8.       BUYER'S REPRESENTATIONS AND WARRANTIES. Buyer represents and warrants
         to Seller as follows:

         (a)      Buyer 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.

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

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

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

         (e)      Buyer will actively market and sell the Product in the
                  Territory, which may include use of samples, national media
                  marketing plans, co-op advertising, trade shows, etc. Buyer
                  will also timely provide quarterly sales and other marketing
                  information usable to Seller in monitoring sales progress.
                  Buyer will also maintain a qualified national force to
                  sell/promote the Product.

         (f)      Buyer has or shall take all corporate action to effectuate the
                  transactions contemplated by this Agreement and any other
                  agreement or document executed in connection with this
                  Agreement.

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9.       CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. All obligations of Buyer
         to proceed with the Closing are subject to the fulfillment or waiver of
         each of the following conditions at or prior to Closing:

         (a)      Each and every representation and warranty of Seller shall be
                  true and correct in all material respects when made and at the
                  Closing.

         (b)      Seller shall have performed and complied in all material
                  respects with all covenants and conditions required by this
                  Agreement to be performed or complied with by it prior to or
                  at the Closing.

         (c)      Any and all Encumbrances against the Transferred Assets shall
                  have been released and any and all required consents shall
                  have been obtained.

         (d)      All items to be delivered by Seller pursuant to Section 4 have
                  been delivered.

If any of the conditions set forth in this Section 9 have not been fulfilled as
of the Closing, Buyer may, at its option, by written notice to Seller, render
its obligations hereunder null and void. By proceeding with the Closing, and
unless otherwise agreed in writing, Buyer shall be conclusively deemed to have
accepted or waived fulfillment of all of said conditions, but shall not be
deemed to have waived the requirement that the representations and warranties of
Seller shall survive the Closing.

10.      COVENANTS AND AGREEMENTS OF SELLER.

         (a)      NEGATIVE COVENANTS. Seller further represents, covenants and
                  agrees that it will not do or agree to do any of the following
                  between the date of this Agreement and the Closing:

                  (i)      Sell, assign, lease or otherwise transfer or dispose
                           of any of the Transferred Assets.

                  (ii)     Create, incur or permit any Encumbrance of any kind
                           on the Transferred Assets now owned or hereafter
                           acquired.

                  (iii)    Enter into, engage in, or become a party to, directly
                           or indirectly, any transaction with respect to the
                           Transferred Assets other than in the ordinary course
                           of business consistent with past practice.

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                  (iv)     Perform or omit to perform any act, which act or
                           omission would cause Seller's warranties and
                           representations in this Agreement to be untrue.

         (b)      AFFIRMATIVE COVENANTS. Seller further represents, covenants
                  and agrees that between the date of this Agreement and the
                  Closing it will:

                  (i)      Provide Buyer and its representatives with full
                           access during normal business hours to all of the
                           properties, contracts, records, books, and accounts
                           relating to the Transferred Assets and furnish Buyer
                           and its representatives with such information
                           relative to the Transferred Assets as Buyer or its
                           representatives shall at any time, or from time to
                           time, reasonably request.

                  (ii)     Maintain its existing franchises and licenses
                           relating to the Product, use its best efforts to
                           preserve for Buyer relationships with suppliers,
                           customers and others having business relations with
                           Seller relating to the Product, and keep all
                           Transferred Assets in their present condition,
                           ordinary wear and tear excepted.

                  (iii)    Maintain its books and records in the usual, regular
                           and ordinary manner on a basis consistent with prior
                           years, as they relate to the Product.

                  (iv)     Subject to the terms and conditions of this
                           Agreement, carry on the businesses and activities as
                           they relate to the Product in the usual and ordinary
                           course of business consistent with the past business
                           practices.

                  (v)      Maintain the validity of all permits and approvals
                           relating to the Product and comply in all respects
                           with all laws, rules, regulations and orders of any
                           Governmental Body relating to the Product.

                  (vi)     Take all corporate action necessary to effectuate the
                           transactions contemplated by this Agreement and any
                           other agreement or document executed in connection
                           with this Agreement.

                  (vii)    Upon receiving notice or otherwise

                                       14

<PAGE>

                           becoming aware of any violation under any statutes,
                           rules, regulations or laws relating to the Product,
                           promptly notify Buyer and, at Seller's discretion and
                           expense, cure all such violations prior to the
                           Closing Date.

11.      CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligation of Seller
         to proceed with the Closing is subject to the fulfillment or waiver of
         each of the following conditions at or prior to Closing:

         (a)      Each and every representation and warranty of Buyer contained
                  in the Buyer Transaction Documents shall be true and correct
                  in all respects when made and at the Closing.

         (b)      Buyer shall have performed and complied in all material
                  respects with all covenants and conditions required by this
                  Agreement to be performed or complied with by it prior to or
                  at Closing.

         (c)      No suit or action by any party or any investigation, inquiry
                  or proceeding by any governmental authority or any legal or
                  administrative proceeding that would have or be likely to have
                  a material adverse effect on any of the Transferred Assets or
                  on the business to be conducted by Buyer with the Transferred
                  Assets following the Closing shall have been instituted or
                  threatened on or before the Closing that:

                  (i)      questions the validity or legality of this Agreement
                           or any transaction contemplated hereby; or

                  (ii)     seeks to enjoin any transaction contemplated hereby;
                           or

                  (iii)    seeks damages on account of the consummation of any
                           transaction contemplated hereby.

         (d)      All items to be delivered by Buyer pursuant to Section 4 have
                  been delivered.

         If any of the conditions set forth in this Section 11 have not been
fulfilled as of the Closing, Seller may, at its option, by written notice to
Buyer, render its obligations hereunder null and void. By proceeding with the
Closing, and unless otherwise agreed in writing, Seller shall be conclusively
deemed to have accepted or waived fulfillment of all of said conditions.

                                       15

<PAGE>

12.      INDEMNIFICATION.

         (a)      Seller agrees to indemnify and hold harmless Buyer, its
                  Affiliates and sublicensees and their respective employees,
                  agents, officers and directors, successors and assigns, from
                  and against any claims, losses, liabilities, damages, costs
                  and expenses (including reasonable attorney fees) incurred by
                  Buyer, its Affiliates or sublicensees arising out of or in
                  connection with any (i) breach by Seller of any
                  representation, warranty, covenant or obligation hereunder,
                  (ii) act or omission on the part of Seller or any of its
                  employees or agents in the performance of this Agreement,
                  (iii) payments, commissions or fees of any kind due to
                  consultants or brokers retained by Seller relating to the
                  Product, and (iv) claim or demand of any kind for injury to a
                  person or property arising from Seller's or its contract
                  manufacturer's manufacturing, packaging or labeling of the
                  Product; provided, that this indemnification shall not apply
                  to the extent such claim or demand has resulted from changes
                  in such manufacturing, packaging or labeling conducted by or
                  at the direction of Buyer after Closing.

         (b)      Buyer agrees to indemnify and hold harmless Seller 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 Seller or its Affiliates arising
                  out of or in connection with any (A) breach by Buyer of any
                  representation, warranty, covenant or obligation hereunder,
                  (B) claim or demand of any kind for injury to person or
                  property arising from Buyer's, its Affiliates' or
                  sublicensee's manufacture, marketing, distribution and sale of
                  the Product, 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 Product by
                  Seller, its Affiliates, their employees, agents or contract
                  manufacturers, (C) act or omission on the part of Buyer 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 Buyer, its Affiliates or
                  sublicensees and used in connection with the sale of the
                  Product hereunder, and (E) payments, commissions or fees

                                       16

<PAGE>

                  of any kind due to consultants or brokers retained by Buyer
                  relating to the Product.

         (c)      A party seeking indemnification under this Section 12 (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.

         (d)      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.

         (e)      The representations and warranties of Seller and Buyer
                  hereunder and their indemnification obligations shall survive
                  the Closing.

13.      RISK OF LOSS. The risk of loss or damage by fire or other casualty or
         cause to the Product inventory and any tangible assets included as part
         of the Transferred Assets until the Closing Date shall be upon Seller.
         In the event of such loss or damage prior to the Closing Date, Seller
         shall promptly restore, replace or repair the damaged Product inventory
         and/or tangible assets included as part of the Transferred Assets to
         their previous condition at Seller's sole cost and expense. If such
         loss or damage shall not be restored, replaced or repaired as of the
         Closing Date, Buyer shall, at its option, either:

                                       17

<PAGE>

         (a)      Proceed with the Closing and receive all insurance proceeds to
                  which Seller would be entitled as a result of such loss or
                  damage; provided, however, that if such proceeds do not equal
                  the loss, Seller shall pay the deficiency to Buyer; or

         (b)      Defer the Closing Date until such restorations, replacements
                  or repairs are made (provided that no such deferral shall
                  affect the rights of the parties hereto to terminate this
                  Agreement pursuant to the provisions of Section 14).

14.      TERMINATION. This Agreement may be terminated at any time prior to the
         Closing:

         (a)      by mutual consent of the parties hereto; or

         (b)      any party hereto:

                  (i)      upon a material breach of this Agreement by the other
                           party hereto;

                  (ii)     if a court of competent jurisdiction or governmental
                           authority shall have issued an order, decree or
                           ruling or taken any other action (which order, decree
                           or ruling the parties hereto shall use their best
                           efforts to lift), in each case permanently
                           restraining, enjoining or otherwise prohibiting the
                           transactions contemplated by this Agreement, and such
                           order, decree, ruling or other action shall have
                           become final and nonappealable; or

                  (iii)    if the Closing shall not have occurred on or before
                           May 15, 2000; provided, however, that the right to
                           terminate this Agreement shall not be available to
                           any party whose breach of this Agreement has been the
                           cause of, or resulted in, the failure of the
                           transactions contemplated herein to occur on or
                           before such date.

15.      REMEDIES.

         (a)      DEFAULT BY BUYER. If Buyer shall default in the performance of
                  its obligations under this Agreement in any material respect
                  or if, as a result of Buyer's action or failure to act, the
                  conditions precedent to Seller's

                                       18

<PAGE>

                  obligation to close specified in Section 11 are not satisfied,
                  and for such reason or reasons this Agreement is not
                  consummated, and provided that Seller shall not then be in
                  default in any material respect in the performance of Seller's
                  obligations hereunder, Seller shall be entitled, by written
                  notice to Buyer, to terminate this Agreement, and to pursue
                  any other remedies Seller has at law or in equity or
                  otherwise.

         (b)      DEFAULT BY SELLER. If Seller shall default in the performance
                  of its obligations under this Agreement in any material
                  respect, or if, as a result of Seller's action or failure to
                  act, the conditions precedent to Buyer's obligation to close
                  specified in Section 9 are not satisfied, and for such reason
                  or reasons this Agreement is not consummated, and provided
                  that Buyer shall not then be in default in any material
                  respect in the performance of Buyer's obligations hereunder,
                  Buyer shall be entitled by written notice to Seller, to
                  terminate this Agreement, and to pursue any other remedies
                  Buyer has at law or in equity or otherwise.

16.      SPECIFIC PERFORMANCE. The parties acknowledge that the Transferred
         Assets to be delivered pursuant to this Agreement are unique and that
         no party hereto has an adequate remedy at law if the other party shall
         fail to perform any of its obligations hereunder, and all parties
         hereto therefore confirm and agree that the right of specific
         performance is essential to protect the rights and interests.
         Accordingly, in addition to any other remedies that any party hereto
         may have hereunder or at law or in equity or otherwise, the parties
         hereto hereby agree that Seller and Buyer shall each have the right to
         have all obligations, undertakings, agreements and other provisions of
         this Agreement specifically performed by the other and that each of
         them shall have the right to obtain an order or decree of such specific
         performance in any of the courts of the United States or of any state
         or other political subdivision thereof.

17.      BROKERS. Seller shall be solely responsible for any brokerage fees,
         finders' fees, commissions or otherwise payable to any broker, finder
         or agent engaged by Seller in connection with the transactions
         contemplated by this Agreement. Buyer shall be solely responsible for
         any brokerage fees, finders' fees, commissions or otherwise payable to,
         any broker, finder or agent engaged by Buyer in connection with the
         transactions contemplated by this Agreement. Seller agrees to indemnify
         Buyer, and Buyer agrees to indemnify Seller, against any claims
         asserted against the other party for any fees or commissions due such
         person. Notwithstanding any other provision of this Agreement, this
         provision shall survive the Closing without limitation.

18.      ARBITRATION.

         (a)      ARBITRATION. With the exception of any action for

                                       19

<PAGE>

                  specific performance pursuant to Section 16, in the event of
                  any dispute (a "Dispute") between the parties hereto
                  subsequent to Closing with respect to the breach,
                  interpretation or 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

                                       20

<PAGE>

                  execution on such judgment. The parties hereto hereby 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 or any of them shall execute
                  such releases, conveyances,

                                       21

<PAGE>

                  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.


19.      AUDITS. Until the full amount of the consideration set out in Section 3
         above is paid to Seller, Buyer shall keep accurate records of all
         Product sales and other relevant data concerning the Product, and Buyer
         shall provide Seller reports thereof within thirty (30) days after the
         end of each quarter. Such reports shall state the number of Units of
         Product sold by Buyer, its Affiliates or sublicensees, if any, during
         the applicable period, as well as the number of free samples of the
         Product distributed and 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, Seller, at Seller's
         cost, may have the accounts of Buyer, its Affiliates or sublicensees
         for the preceding two (2) calendar years relating to the Product
         reviewed by an independent certified public accountant appointed by
         Seller and reasonably approved by Buyer, solely in order to verify
         amounts due under this Agreement. Seller and Buyer shall mutually
         determine a general strategy for such auditing in advance of its
         conduct. Such accountant shall not disclose to Seller any

                                       22

<PAGE>

         information except that which should properly be contained in a report
         required under this Agreement. Buyer shall promptly pay any
         underpayment evidenced by such audit, and Seller shall promptly refund
         any overpayment evidenced by such audit. If an audit evidences an
         underpayment of more than five percent (5%) with respect to the amounts
         actually paid, Buyer shall promptly pay such underpayment to Seller
         with interest at the prime rate as set by Citibank, from the time when
         such underpayment occurred, and shall reimburse Seller for the
         reasonable costs and expenses (including fees) of such audit.

20.      RIGHT OF FIRST REFUSAL. Seller hereby grants Buyer a right of first
         refusal to purchase or license the Product for sale in other
         territories as such territories become available if such purchase or
         license requires only one total payment at the closing of such purchase
         or license. In all other cases, Seller hereby grants Buyer a right of
         first refusal to purchase or license the Product for sale in
         territories within NAFTA subject to Buyer providing evidence reasonably
         acceptable to Seller that Buyer can adequately market and sell the
         Product in the applicable territory or territories.

21.      MISCELLANEOUS.

         (a)      NOTICES FROM BUYER. Any notices from Buyer to Seller hereunder
                  shall be deemed sufficiently given upon delivery (with the
                  return receipt, the delivery receipt, or the affidavit of
                  messenger), refusal by addressee or notice to Buyer from the
                  Post Office that such notice is undeliverable, if such notice
                  has been mailed by United States registered or certified mail,
                  postage prepaid, delivered by overnight courier or transmitted
                  by facsimile transmission addressed to:

                  Columbia Laboratories, Inc.
                  William J. Bologna, Chairman
                  2875 N.E. 191 St., Suite 400
                  Aventura, Florida 33180

                  with a copy (which shall not be deemed notice) to:

                  Lyon & Lyon, LLP
                  Scott H. Blackman
                  1701 Pennsylvania Avenue NW, Suite 1040
                  Washington, DC 20006

or at such other address or addresses as Seller may from time to time specify by
notice in writing to Buyer, given in the manner provided in this Section.

         (b)      NOTICES FROM SELLER. Any notice from Seller to Buyer under
                  this Agreement shall be deemed sufficiently given upon
                  delivery (with the return receipt, the delivery receipt, or
                  the affidavit of messenger), refusal by addressee or notice to
                  Seller from the Post Office that such notice is

                                       23

<PAGE>

                  undeliverable, if such notice has been mailed by United States
                  registered or certified mail, postage prepaid, delivered by
                  overnight courier or transmitted by facsimile transmission
                  addressed to:

         Lil' Drug Store Products, Inc.
         Chris DeWolf
         1201 Continental Place NE
         Cedar Rapids, IA 52402

         with a copy (which shall not be deemed notice) to:

         Bradley & Riley PC
         Bradley G. Hart
         2007 1st Avenue SE
         PO Box 2804
         Cedar Rapids, IA 52406-2804

or at such other address or addresses as Buyer may from time to time specify by
notice in writing to Seller, giving in the manner provided in this Section.

         (c)      WAIVER; SEVERABILITY. No delay or failure on the part of any
                  party hereto in exercising any right, power or privilege under
                  any of the Transaction Documents or under any other instrument
                  or document given in connection with or pursuant thereto shall
                  impair any such right, power or privilege or be construed as a
                  waiver of any default or any acquiescence therein. No single
                  or partial exercise of any such right, power or privilege
                  shall preclude the further exercise of such right, power or
                  privilege, or the exercise of any other right, power or
                  privilege. No waiver shall be valid against any party hereto
                  unless made in writing and signed by the party against whom
                  enforcement of such waiver is sought and then only to the
                  extent expressly specified therein. The unenforceability or
                  invalidity of any provision of any of the Transfer Documents
                  shall not affect the enforceability or validity of any other
                  provision.

         (d)      BENEFIT AND ASSIGNMENT. No party hereto shall assign this
                  Agreement, in whole or in part, whether by operation of law or
                  otherwise, without the prior written consent of the other
                  party hereto, and any purported assignment contrary to the
                  terms hereof shall be null, void and of no force and effect.

         (e)      CONFIDENTIALITY. Except to the extent disclosure, filing,
                  reporting or announcement of this Agreement is

                                       24

<PAGE>

                  required by law, including by any rules or regulations of any
                  applicable governmental, regulatory or stock exchange agency
                  or authority, the existence and substance of this Agreement
                  shall remain confidential for a period of ten (10) days
                  following the date hereof. If the transaction that is the
                  subject of this Agreement is not consummated, Buyer agrees
                  that it will return to Seller, and Seller agrees that it will
                  return to Buyer, all records and other documents of the other
                  then in that party's possession and will not itself use, or
                  disclose, directly or indirectly, to any person any
                  Confidential information with respect to the other party or
                  the business learned by that party during the period between
                  the date hereof and termination of this Agreement. The term
                  "Confidential Information" as used herein means all
                  information of a business or technical nature, including, but
                  not limited to, all patents and technology, relevant to each
                  party's business that is not publically known. The foregoing
                  provisions shall survive the Closing or any termination of
                  this Agreement without limitation.

         (f)      ENTIRE AGREEMENT. Any schedules and exhibits attached to this
                  Agreement are incorporated herein by reference. This Agreement
                  sets forth the entire understanding of the parties with
                  respect to the subject matter hereto, supersedes all prior
                  oral or written agreements, instruments and understandings
                  with respect to such matters, and may be modified only by
                  instruments signed by Seller and Buyer.

         (g)      COUNTERPARTS. This Agreement may be executed simultaneously in
                  one or more counterparts, each of which shall be deemed an
                  original but all of which together shall constitute one and
                  the same instrument.

         (h)      EXPENSES. Seller and Buyer shall each pay its own legal and
                  accounting costs and other expenses incurred in negotiating
                  and preparing this Agreement and in closing and carrying out
                  the transactions contemplated by this Agreement.

         (i)      GOVERNING LAW. This Agreement, the rights and obligations of
                  the parties hereto, and any claims or disputes relating
                  hereto, shall be construed and governed in accordance with the
                  laws of the State of New York, excluding the choice of law
                  rules thereof.

         (j)      HEADINGS. The subject headings of Sections of this

                                       25

<PAGE>

                  Agreement are included for purposes of convenience only and
                  shall not affect the construction or interpretation of any of
                  its provisions.

         (k)      FURTHER ASSURANCES. Each party hereto shall cooperate, shall
                  take such further action and shall execute and deliver such
                  further documents at any time prior to at or after the Closing
                  as may be reasonably requested by any other party in order to
                  carry out the provisions and purposes of this Agreement,
                  including but not limited to the endorsement of checks
                  received after Closing in payment of the receivables being
                  purchased by Buyer.

         (l)      RELEASE OF INFORMATION. Neither party shall disclose any of
                  the terms of the transactions contemplated by this Agreement,
                  except as may be required by law, and the contents of any
                  press releases concerning the transactions contemplated by
                  this Agreement shall be determined by mutual agreement of the
                  parties. The foregoing provisions shall survive the Closing or
                  any termination of this Agreement without limitation.

         (m)      FACSIMILE SIGNATURES. For purposes of executing this
                  Agreement, a facsimile signature shall be deemed as effective
                  as an actual signature.

         (n)      REMEDIES CUMULATIVE. Except as specifically provided herein,
                  the remedies provided herein shall be cumulative and shall not
                  preclude the assertion by Seller or by Buyer of any other
                  rights or the seeking of any other remedies against the other
                  parties, or their successors or assigns.

                  IN WITNESS WHEREOF, the parties have duly executed and
delivered this Agreement effective as of the date first above written.

                                  COLUMBIA LABORATORIES, INC.

                                  By:/S/ WILLIAM J. BOLOGNA
                                     -------------------------------
                                     William J. Bologna, Chairman of the Board

                                  LIL' DRUG STORE PRODUCTS, INC.

                                  By:/S/ DENNIS L. OLDORF
                                     -------------------------------
                                     Dennis L. Oldorf, Chairman of the Board

                                       26