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                                                                 Exhibit 10.1

              AMENDED FORM OF U.S. MANUFACTURER'S REPRESENTATIVE
                                  AGREEMENT


This agreement is effective ___________and is by and between Gliatech Medical,
an Ohio corporation, having offices at 23420 Commerce Park Road, Cleveland, Ohio
44122, (hereinafter "Gliatech"), and [CompanyName] a corporation, having
offices at [CorrAddress], [Expr2] (hereinafter "Manufacturers
Representative").

WHEREAS, Gliatech markets and sells a medical device, ADCON(R)-L Anti-Adhesion
Barrier Gel (the "Product") to the medical industry; and

WHEREAS, Manufacturers Representative promotes sales of products, including
medical devices such as instruments, implants and supplies, to the medical
industry; and

WHEREAS, Gliatech desires to appoint Manufacturers Representative as an
independent representative for promoting sales of the Product manufactured and
distributed by Gliatech, and Manufacturers Representative desires to be an
appointed independent representative for promoting sales of the Product;

NOW, THEREFORE, in consideration of the premises and covenants herein contained,
the parties hereto agree as follows:

1.       APPOINTMENT OF MANUFACTURERS REPRESENTATIVE

         Gliatech hereby appoints, and Manufacturers Representative hereby
         accepts, the appointment as the exclusive, independent representative
         of Gliatech for the promotion of sales of the Product for the Territory
         (as defined below) designated. Gliatech shall have the right to amend,
         from time to time, the Territory as defined in Appendix 2, upon 30 days
         written notice to the Manufacturers Representative. Manufacturers
         Representative shall not sell or solicit sales of products or otherwise
         represent companies selling or otherwise distributing products
         competitive to Gliatech's products without prior written approval from
         Gliatech. Gliatech shall have the sole right to make the determination
         of those products which are competitive to Gliatech's products. Subject
         to the terms of this Agreement, Manufacturer's Representative is free
         to engage in any other activities it wishes.

2.       TERRITORY

         The Territory specified hereunder within which the Manufacturer's
         Representative shall solicit sales of the Product shall be the
         geographical area shown in Appendix 2 attached hereto (the
         "Territory").

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3.       MANUFACTURERS REPRESENTATIVE'S DUTIES AND OBLIGATIONS

         A.       Manufacturers Representative shall promote the Product and
                  solicit orders for sales of the Product within the Territory.
                  Promotional activity shall include, but not be limited to,
                  Product display advertising and promotion at medical doctor or
                  hospital meetings and exhibitions, such as conventions and
                  trade shows, and state and regional medical or hospital
                  meetings. Manufacturers Representative shall appoint employee
                  sales representatives (the "Sales Representatives") to assist
                  in the promotion and sale of the Product. The Sales
                  Representative shall be the sole responsibility of
                  Manufacturer's Representative who shall (i) ensure the filing
                  of all appropriate business registrations, (ii) compliance
                  with the requirements of tax withholding and reporting
                  occasioned by the engagement of such Sales Representatives and
                  (iii) compliance by such Sales Representatives with all
                  obligations of Manufacturers Representative hereunder.

         B.       Manufacturers' Representative shall be responsible for
                  assuring its Sales Representatives are thoroughly trained to
                  promote and sell the Product consistent with the training
                  guidelines provided by Gliatech.

         C.       Manufacturers' Representative sole compensation for services
                  provided hereunder shall be compensation in the form of a
                  commission on the sale of the Product in the Territory.

         D.       In order to comply with applicable law and in order to protect
                  Gliatech from claims and liabilities, Manufacturers
                  Representatives communications and representations to
                  customers shall be true, accurate, complete and consistent
                  with the labeling of the Product. Manufacturers Representative
                  shall under no circumstances modify, repackage, adulterate,
                  misbrand, alter or add labels to or remove labels from the
                  Product.

         E.       All advertising and all participation by Manufacturers
                  Representative in public exhibitions, relating to the Product
                  and the use of Gliatech's name and trademarks, shall be
                  subject to prior written approval of Gliatech, which approval
                  shall not be unreasonably withheld.

         F.       Manufacturers Representative's sales quota for the
                  ______________________ are set forth in Appendix 1 attached
                  hereto. Manufacturers Representative shall receive its
                  proposed sales quota for any subsequent year no later than
                  December 1. Achievement of the annual and quarterly sales
                  quotas is a material obligation of this Agreement.

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         G.       Except as otherwise agreed, Manufacturers Representative shall
                  be responsible for providing its own equipment, offices,
                  working facilities and such other facilities and services as
                  may be required at its own expense. Manufacturers
                  Representative shall maintain an inventory of demonstration
                  equipment, and deliverable Product (the "Inventory") to
                  promote and solicit orders for Product. Manufacturer's
                  Representative shall be responsible for the risk of loss or
                  damage of such Inventory whether or not held at Manufacturers
                  Representatives business location. Manufacturers
                  Representative will be charged for each lost unit of Product
                  at the average selling price per unit for its Territory for
                  that year, less its commission. Upon termination of this
                  Agreement, Inventory of Product shall be returned to Gliatech.

         H.       Manufacturer's Representative and all sales representatives
                  shall attend one national sales meeting per year for the
                  purposes of training related to the promotion of the Product.

         I.       Manufacturer's Representative shall submit an annual
                  comprehensive Business Plan as set forth in Appendix 4,
                  attached hereto.

         J.       The authorized person executing this Agreement on behalf of
                  the Manufacturer's Representative shall be personally, as an
                  individual, liable to see that the Manufacturer's
                  Representative meets all of its obligations herein.

         K.       Manufacturer's Representative shall not make any
                  representation or statement, written or otherwise, concerning
                  prices, terms of delivery, terms of payment or conditions of
                  sale except and to the extent that the same is specifically
                  authorized by Gliatech. Manufacturers Representative shall
                  have no right or authority to make any price guarantees, offer
                  or agree to any discounts and/or accept any orders on
                  Gliatech's behalf or return any products to Gliatech without
                  prior written approval by Gliatech.

4.       GLIATECH DUTIES AND OBLIGATIONS

         A.       Gliatech shall sell and deliver the Product with respect to
                  orders solicited by Manufacturer's Representative in
                  accordance with published price lists in effect. Gliatech may
                  accept or refuse any order for the Product and will not be
                  bound by any order until it is finally accepted by Gliatech.
                  Gliatech shall not be liable for any loss or damage caused by
                  non-acceptance of orders or delays in making shipments.

         B.       Gliatech shall pay a commission to Manufacturer's
                  Representative on orders solicited within and delivered to the
                  Territory as set forth in Appendix 3 attached hereto (which
                  may be from time to time amended).

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                  Commissions shall be deemed earned by Manufacturer's
                  Representative upon invoicing of Product sales by Gliatech to
                  customers. Commissions earned by Manufacturers Representative
                  shall be computed on the net amount of the invoices rendered
                  (less credit memos) in accordance with published price lists
                  for each order or part of an order, exclusive of all freight
                  and transportation costs (including insurance), normal and
                  recurring bona fide trade discounts having Gliatech's prior
                  written approval and any applicable sales or similar taxes.

                  Commissions earned by the Manufacturers Representative shall
                  be due and payable on or before the 25th day of the month
                  immediately following the month during which invoices are
                  issued for orders received by Gliatech.

         C.       Gliatech shall forward to Manufacturers Representative those
                  inquiries for the Product which are reasonably identifiable as
                  having been generated through the advertising or sales
                  promotion efforts of Manufacturers Representative or any of
                  its Sales Representatives.

         D.       Subject to reasonable charges as determined by Gliatech,
                  Gliatech shall supply Manufacturers Representative with
                  reasonable quantities of descriptive literature, promotional
                  and other materials (the "Promotional Literature") relating to
                  the Product.

         E.       Gliatech shall indemnify Manufacturers Representative, its
                  employees and Sales Representatives against any and all third
                  party claims and demands for losses, damages and injuries,
                  including legal expenses and attorneys fees, arising out of
                  any claim of a defect in the manufacture or design of the
                  Product or written representation or omission in Gliatech's
                  Promotional Literature concerning the Product. This indemnity
                  shall not extend to any malfeasance, nonfeasance or other
                  negligent conduct of Manufacturers Representative, its
                  employees or Sales Representatives in connection with any acts
                  related to the Manufacturers Representative's activity
                  hereunder. Except as otherwise expressly provided,
                  Manufacturers Representative is liable for all its own
                  expenses and all claims made against it.

         F.       Gliatech shall make a good faith effort to collect monies owed
                  on invoices from orders solicited by Manufacturers
                  Representative and shall provide Manufacturers Representative
                  with a monthly statement of past due accounts in the
                  Territory. In the event that Gliatech has not received payment
                  from any customer upon which a commission was paid within one
                  hundred twenty (120) days from the date on which any payment
                  was due, Gliatech reserves the right to charge back to the
                  Manufacturers Representative the full amount of the commission
                  paid on such sale.


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                  Upon subsequent receipt of the outstanding monies, Gliatech
                  will pay the original commission amount.

5.       CONFIDENTIALITY,  IMPROVEMENTS,  PATENTS  AND  TRADEMARKS

         A.       Manufacturers Representative shall take all reasonable steps
                  to do those things reasonably necessary to ensure that
                  confidential information relating to the Product and to the
                  technology and business of Gliatech is not disclosed or made
                  use of outside the business of Manufacturers Representative
                  and Gliatech including, without limitation, causing such Sales
                  Representative to maintain the confidential information;
                  provided, however, that the foregoing shall not apply to
                  information (a) which be can shown to be in writing and known
                  to Manufacturers Representative prior to disclosure by
                  Gliatech; (b) which is or becomes public knowledge through no
                  fault of Manufacturers Representative; or (c) which is
                  disclosed to Manufacturers Representative by a third party
                  with the lawful right to make such disclosure. Manufacturers
                  Representative's obligation of confidentiality shall survive
                  the termination of this Agreement until and unless such
                  confidential information shall have become, through no fault
                  of the Manufacturers Representative, generally in the public
                  domain.

         B.       During the term of this agreement Manufacturers Representative
                  shall be permitted to use Gliatech's servicemark, trademarks
                  and identification solely on or in connection with the
                  solicitation of orders for the Product during the term of this
                  Agreement. It is the obligation of the Manufacturers
                  Representative to notify Gliatech of any infringement of
                  Gliatech's trademarks and identification. Manufacturers
                  Representative shall discontinue the use of all such marks
                  upon the termination of this Agreement. All goodwill generated
                  hereunder in the use of such trademarks shall accrue to the
                  benefit of Gliatech. The Manufacturers Representative hereby
                  disclaims any rights in Gliatech's trademarks and
                  identification other than the aforementioned use.

6.       TERMS AND TERMINATION

         A.       This Agreement shall continue in full force and effect
                  beginning on April 1, 2000 and continuing through December 31,
                  2000. This Agreement shall thereafter automatically renew for
                  additional yearly periods unless written notice is made by
                  either party 30 days prior to expiration, provided however
                  that as of December 1, the parties hereto have agreed to a
                  sales quota per Section 3 (F) hereto.

         B.       Gliatech shall have the right to terminate this Agreement if
                  the sales quota as determined by Gliatech and specified in
                  Appendix 1 is not achieved. In

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                  this case, Gliatech will provide Manufacturers Representative
                  30 days written notice prior to termination.

         C.       Gliatech shall have the right to terminate this Agreement upon
                  notice of Manufacturers Representative's (i) commission or
                  suffering of any act of bankruptcy or insolvency, (ii) failing
                  to cure any material breach in the provisions of this
                  agreement within thirty (30) days after written notice of such
                  breach, except as otherwise provided by Section 6(B), (iii)
                  conviction in any court of a felony under applicable city,
                  state, or federal laws.

         D.       If this Agreement shall terminate for any reason whatsoever,
                  the Manufacturers Representative shall be entitled to receive
                  commissions as determined in accordance with the above
                  provisions with respect to orders solicited prior to the
                  effective date of such termination, regardless of when such
                  orders were accepted by Gliatech (provided such orders can be
                  demonstrated to be orders that were solicited prior to the
                  effective date of such termination) and regardless of when
                  such shipments are made and invoices rendered.

         E.       Goods returned according to Gliatech's Customer Returns Policy
                  as set forth in Appendix 5 hereto, shall be charged against
                  Manufacturers Representative commission payable. Ninety days
                  (90) after termination of this agreement, the commission
                  account shall be closed and all proceeds over the uncollected
                  accounts receivable shall be paid to the Manufacturers
                  Representative.


7.       FORCE MAJEURE

         Obligations of either party to perform under this Agreement shall be
         excused and, in Manufacturers Representative's case, sales quotas
         addressed in Section 3(F) hereof will be reduced proportionately during
         such period of delay caused by matters such as strikes, shortages of
         power or raw materials, government orders, or Acts of God, which are
         reasonably beyond the control of the party obligated to perform.

8.       NOTICES

         Any notice required by this Agreement shall be deemed sufficient if
         sent by certified mail, postage prepaid, facsimile transmission or
         overnight courier to the party to be notified at the address set forth
         below, until a different address is supplied in writing.

         In the case of Gliatech, such notice shall be sent to:

                                            Gliatech Inc.


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                                           23420 Commerce Park Road
                                           Cleveland, Ohio 44122
                                           Attn: Thomas O. Oesterling, Ph.D.
                                           Fax: 216-831-4220

         In the case of Manufacturers Representative, such notice shall be sent
to:





                                            Fax:




9.       ENTIRE AGREEMENT

         This document and the Appendices attached hereto and incorporated
         herein by reference thereto represent the entire agreement between the
         parties hereto, and supersede all prior agreements regardless of their
         terms or cancellation provisions, and this Agreement shall be modified
         only by a written agreement signed by Gliatech and the Manufacturers
         Representative.


10.      APPLICABLE LAW

         This Agreement shall be governed by the laws of the State of Ohio as
         applicable to contracts made and to be performed in that state.

11.      ASSIGNABILITY

         This agreement shall not be assigned either by the parties or by
         operation of law without prior written consent of the other party;
         however, in the case of Gliatech, Gliatech may, without obtaining the
         consent of the Manufacturers Representative, assign its rights and
         obligations under this Agreement to any corporation with which Gliatech
         may merge or consolidate or to which Gliatech may transfer
         substantially all of its assets.


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IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as
of the First day of April 2000.


GLIATECH MEDICAL INC.                         [CompanyName]




By:__________________________________          By: ____________________________

       Thomas O. Oesterling, Ph.D.             Name:___________________________
  Chairman and Chief Executive Officer








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