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                                                                   EXHIBIT 10.60


                                 THE ELLIOTT COMPANY
5 Burlington Woods Drive - Suite 203 Burlington, Massachusetts 01803-4542 U.S.A.
617-270-5380 Fax 617-270-5375

                                    April 14, 1997

MR. JOHN W. ANDERSEN                             cc:  MS. DORI REAP
Chairman of the Board                                 Chief Financial Officer
  & Chief Executive Officer
Ultrafem, Inc.
805 Third Avenue, 17th Floor
New York, NY 10022

                               STRATEGIC RELATIONSHIPS

                          ENGAGEMENT CONTINUATION AGREEMENT

Dear John:

This letter serves to extend our previous engagement by Ultrafem to assist in
pursuing strategic relationships.  The following outlines the very same specific
elements, details and terms for this engagement that have been employed under
the Agreement drawn by your lawyers and Dori Reap, dated March 14, 1996.

I.  PROJECT SCOPE/RESPONSIBILITY OF THE ELLIOTT COMPANY

    The following activities reflect continuation and ongoing refinement of
what The Elliott Company had previously been engaged to undertake:

    A.   CORPORATE RELATIONSHIPS STRATEGY DEVELOPMENT AND PURSUIT

         -    Co-define relationship opportunities with Ultrafem management in
              conjunction with the relevant Medical and International feminine
              protection market

         -    Identify and prioritize target companies as prospects for
              Ultrafem relationships

         -    Create a relevant approach and presentation tailored for each
              target company

         -    Review the approaches and presentation materials with Ultrafem
              for approval prior to meetings with/distribution to target
              companies

    B.   LEAD THE CONTACT WITH TARGET RELATIONSHIP COMPANIES.  PARTICIPATE
         FULLY WITH ULTRAFEM MANAGEMENT IN PRESENTATIONS AND NEGOTIATIONS WITH
         TARGET COMPANIES.  SUCCESSFULLY CONCLUDE STRATEGIC RELATIONSHIP
         DEAL(S).

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         The Elliott Company will not make contact with any target Strategic
         Relationships without the prior approval of Ultrafem.  The approved
         list of target Strategic Relationships presently being pursued, and
         hence applicable to the terms & conditions of this Continuation
         Agreement, is provided in Exhibit I.  Companies may be added, deleted,
         and/or reintroduced to this list only through the written submission
         by The Elliott Company and approval by Ultrafem, or through the sole
         direction of Ultrafem.  Nothing herein obligates Ultrafem to enter
         into a Strategic Relationships Agreement with any person or entity.


II. THE ELLIOTT COMPANY COMPENSATION

    SEGMENT I.A. & SEGMENT I.B.

         -    Advance professional time billed at full value (for boutique
              activity, professional billing rates range form $120 to $285 per
              hour, less for project orientation), less 20% venture courtesy
              invoice reduction for Ultrafem.  Satisfactory progress must be
              mutually acknowledged by both parties prior to invoicing being
              accepted by Ultrafem and supported with weekly and/or monthly
              progress reports.

         -    This portion of The Elliott Company compensation will be deducted
              from the Deal Completion Award payable to The Elliott Company
              upon the successful conclusion of a Strategic Partner Agreement
              that has been signed-off by both Ultrafem and the Strategic
              Partner.

    OUT-OF-POCKET EXPENSES

         -    For business travel, lodging, telephone, special report
              production, courier, etc. charged at cost to Ultrafem, (currency
              exchange, if applicable, at date of expenditure), supported with
              an appropriate documentation and receipts.

         -    Out-of-pocket expenses cannot exceed $1,000 per month without the
              consent of Ultrafem

    DEAL COMPLETION AWARD TO THE ELLIOTT COMPANY

         -    5% of the first $10 Million proceeds to Ultrafem (in the
              aggregate)

         -    3% of proceeds above $10 Million to Ultrafem

         -    Maximum Deal Completion Award Payable to The Elliott Company =
              $800,000

              -  AWARD BASIS - PROCEEDS

                  --    The Deal Completion Award is only payable upon the
                        completion of a Strategic Relationship Agreement and
                        the receipt of cash proceeds 

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                        by Ultrafem as to when and to the extent such proceeds
                        are received (e.g. for licensure, etc.).  Proceeds may
                        be any combination of: (1) Up-front cash payments [or
                        cash equivalent in the form of common equity stock in
                        the Strategic Relationship Partner]; (2) Deferred cash
                        payments associated with milestone events; and/or (3)
                        Royalty payments, all of which may be structured as
                        part of the initial deal closure.

              -  AWARD BASIS - STRATEGIC RELATIONSHIP PARTNERS

                  --    Only applicable for companies introduced by The Elliott
                        Company that have been agreed upon and are listed
                        (Exhibit I herein) as approved target Strategic
                        Relationship Partners.

                  --    Companies previously on a list that may have been
                        eliminated shall NOT remain candidates for award basis. 
                        Companies may be added, deleted, and/or reintroduced to
                        this list only through the written submission by The
                        Elliott Company and approval by Ultrafem or through the
                        sole direction of Ultrafem

III.     ENGAGEMENT TERM

    The term of this Continuation Agreement is twelve (12) months (February 1,
1997 through January 31, 1998 inclusive).  The term may be extended by the
mutual agreement of both parties.

         -    ENGAGEMENT CANCELLATION - With thirty (30) days written notice by
              either party.

         -    DEAL COMPLETION AWARD AFTER ENGAGEMENT CANCELLATION - May be
              earned under the following terms/conditions,

              -  Applicable only to Strategic Relationship Partners introduced
              to Ultrafem that are on an approved list of targets (presently
              Exhibit I)

              -  Are determined by Ultrafem to be reasonably active at the time
              of engagement cancellation

              -  A Strategic Relationship Agreement is completed within one (1)
              year of the date of cancellation of this engagement with The
              Elliott Company

IV. OTHER TERMS AND CONDITIONS

    ADVANCE WORK - Basic professional fees and out-of-pocket expenses to be
    billed monthly and payable by Ultrafem in thirty (30) days, within context
    of agreed schedule and invoice amount courtesy reduction.

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    DEAL COMPLETION AWARD - Will be paid to The Elliott Company thirty (30)
    days after the receipt of cash proceeds from the closure date of a
    strategic relationship.  In the case of deferred cash payments associated
    with milestone events and/or royalty payments, The Elliott Company
    similarly will be paid thirty (30) days after the actual receipt of the
    cash payment by Ultrafem.

    LAW - This Engagement Continuation Agreement is governed by the internal
    laws of New York State.

    CURRENCY & SETTLEMENT - All figures in this Agreement, whether for Advance
    Fees, Out-of-pocket expenses, and/or definition of Proceeds as well as the
    Deal Competition Award, are stated in United States currency, and are
    all-inclusive of taxes and surcharges.

ACCEPTANCE OF THIS LETTER OF ENGAGEMENT CONTINUATION AGREEMENT REQUIRES BOTH
SIGNATURES BELOW IN ORIGINAL FORM, AND EXCHANGE OF SIGNED DOCUMENTS.




Acceptance:  /s/ John W. Anderson                     Date:   4/25/97     
          ----------------------------------               ---------------
                   John W. Andersen
         CHAIRMAN & CHIEF EXECUTIVE OFFICER
                   ULTRAFEM, INC.



Acceptance:  /s/ Roger S. Elliott                     Date:   5/06/97     
          ----------------------------------               ---------------
                   Roger S. Elliott
                     PRESIDENT
                THE ELLIOTT COMPANY