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                                                                    Exhibit 10.1

                                    AGREEMENT
                                    ---------

This agreement is effective May 1, 1998 and is by and between Gliatech R&D,
Inc., an Ohio corporation, having offices at 23420 Commerce Park Road,
Cleveland, Ohio 44122, (hereinafter "Gliatech"), and __________________, a 
corporation, having offices at ____________________, _________ __________, 
_________(hereinafter "Manufacturers Representative").

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

WHEREAS, Manufacturers' Representative promotes and sells products, including
medical devices such as instruments, implants and supplies, to the medical
trade; and

WHEREAS, Gliatech desires to appoint Manufacturers Representative as an
independent representative for the promoting sales of the Product manufactured
and distributed by Gliatech, and Manufacturer's 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 MANUFACTURER'S REPRESENTATIVE
         --------------------------------------------

         Gliatech hereby appoints and Manufacturer's Representative hereby
         accepts the appointment as the exclusive, independent representative of
         Gliatech for the promotion of sales of Product for the territory
         designated. Manufacturer's 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,
         Distributor 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 Products shall be the
         geographical area shown in Appendix 2 attached hereto (hereinafter
         "Territory").

3.       MANUFACTURER'S REPRESENTATIVE'S DUTIES AND OBLIGATIONS
         ------------------------------------------------------


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         A.       Manufacturer's 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, state or regional medical or hospital meetings.
                  Manufacturer's Representative shall appoint employee sales
                  representatives (either hereinafter "Sales Representatives")
                  to assist in the promotion and sale of the Product. The Sales
                  Representative shall be the sole responsibility of
                  Manufacturer's Representative which shall ensure the filing of
                  all appropriate business registrations, and compliance with
                  the requirements of tax withholding and reporting occasioned
                  by the engagement of such Sales Representatives and compliance
                  by such Sales Representatives with all obligations of
                  Manufacturer's 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 receives compensation for
                  services performed as a commission on the sale of Product in
                  the Territory and not on any other basis.

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

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

         F.       Manufacturer's Representative's sales quota for the year of
                  1998 is as stated in Appendix 1 attached hereto.
                  Manufacturer's 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.

         G.       Except as otherwise agreed, Manufacturer's 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 


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                  demonstration equipment, and deliverable Product (hereinafter
                  "Inventory") to promote and solicit orders for Product.
                  Manufacturer's Representative shall be responsible for the
                  risk of loss or damage of such Inventory owned by Gliatech
                  whether or not held at Manufacturer's Representative's
                  business location. Upon termination of this Agreement,
                  Inventory shall be returned to Gliatech.

         H.       Manufacturer's Representative shall submit an annual
                  comprehensive Business Plan and quarterly update reports.

         I.       The Manufacturers' Representative's principal owner and
                  officer executing this agreement shall be personally, as an
                  individual, liable to see that such corporation meets all of
                  the Manufacturers' Representative's obligations herein.

         J.       Manufacturers' 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 authorization by Gliatech.

4.       GLIATECH DUTIES AND OBLIGATIONS
         -------------------------------

         A.       Gliatech shall sell the Product on 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 according to the schedule attached as Appendix 3
                  (which may be from time to time amended). Commissions shall be
                  deemed earned by Manufacturer's Representative upon invoicing
                  of Product sales by Gliatech to customers. Commissions earned
                  by Manufacturer's 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 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 


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                  the month during which the product sale is recorded and
                  invoiced by Gliatech.

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

         D.       Subject to reasonable charges as determined by Gliatech,
                  Gliatech shall supply Manufacturer's Representative with
                  reasonable quantities of descriptive literature, promotional
                  materials and catalogs describing and listing the Product.

         E.       Gliatech shall indemnify Manufacturer's 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 a
                  Product or written representation or omission in Gliatech's
                  promotional literature concerning the Product. This indemnity
                  shall not extend to any malfeasance or nonfeasance of
                  Manufacturer's Representative, its employees or Sales
                  Representatives in connection with any acts related to the
                  Manufacturer's Representative's activity hereunder. Except as
                  otherwise expressly provided, Manufacturer's 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 Manufacturer's
                  Representative and shall provide Manufacturer's Representative
                  with a monthly statement of past due accounts in the
                  Territory. In the event that Gliatech has not received payment
                  from any customer account 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. Upon eventual payment of the
                  outstanding monies, Gliatech will pay the original commission
                  amount.

5.       CONFIDENTIALITY, IMPROVEMENTS, PATENTS AND TRADEMARKS
         -----------------------------------------------------

         A.       Manufacturer's 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 Manufacturer's Representative
                  and Gliatech; provided, however, that the foregoing shall 


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                  not apply to information (a) which be can shown to be in
                  writing and known to Manufacturer's Representative prior to
                  disclosure by Gliatech; (b) which is or becomes public
                  knowledge through no fault of Manufacturer's Representative;
                  or (c) which is disclosed to Manufacturer's 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 for three years until and unless such confidential
                  information shall have become, through no fault of the
                  Manufacturers' Representative, generally in the public
                  domain.

         B.       Gliatech hereby grants Manufacturer's Representative a
                  royalty-free right to use Gliatech's trademarks and
                  identification on and 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 its trademarks and
                  identification. Manufacturer's Representative shall
                  discontinue the use of all such trademarks upon the
                  termination of this Agreement. All goodwill generated
                  hereunder in the use of such trademarks shall accrue to the
                  benefit of Gliatech. The Manufacturer's Representative hereby
                  disclaims any rights in Gliatech's trademarks and
                  identification other than the aforementioned license.

6.       TERMS AND TERMINATION
         ---------------------

         A.       This Agreement shall continue in full force and effect
                  beginning on May 1, 1998 and continuing through December 31,
                  1999. This Agreement shall thereafter be renewable for
                  additional yearly periods.

         B.       Gliatech shall have the right to terminate this Manufacturers'
                  Representative if the sales quota as determined by Gliatech
                  and specified in Appendix 1 is not achieved. In this case,
                  Gliatech will provide Manufacturers' Representative 30 days
                  notice to termination.

         C.       Gliatech shall have the right to terminate this Manufacturers'
                  Representative 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, (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 


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                  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. Goods returned
                  according to Gliatech's Customer Returns Policy 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 Manufacturer's Representative's case, sales quotas
         addressed in paragraph 3 F and 6 B 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, to the party to be notified at
         the address set forth below, until a different address is supplied in
         writing.

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

                            Gliatech Inc.
                            23420 Commerce Park Road
                            Cleveland, Ohio 44122
                            Attn: Thomas O. Oesterling, Ph.D.

         In the case of Manufacturer's Representative, such notice shall be sent
         to:

                            ____ _________ ______________
                            _____________________________
                            _____________________________
                            __________ __________ _______

9.       ENTIRE AGREEMENT
         ----------------

         This document and the incorporated references 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 Manufacturer's Representative.


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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 Manufacturer's 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 1st day of Month, Year.


GLIATECH INC.                               __________________________________




By:                                         By:                               
   -----------------------------------         --------------------------------


       Thomas O. Oesterling, Ph.D.          _________________ _________________
       President and Chief Executive        ___________________________________


Date:                                       Date: 
     ---------------------------------           ------------------------------










Appendices:
1.     Products/1998-1990 Sales Quota
2.     Territory
3.     Commission Schedule




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                                   APPENDIX 1


ADCON(R)-L Sales Quota for _________________________

                     Units
1998            Q3    Q3
                      --
                Q4    Q4
                      --
Agreed upon this day
                               (Date)




-------------------------------------------
(Signature of Manufacturer's Representative)



*    1999 Quotas to be established by mutual agreement no later than December 1,
     1998.




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                                   APPENDIX 2


Territory designation for :  _____________________

                          By zip code               ______
                                                    ______
                                                    ______
                                                    ______
                                                    ______
                                                    ______
                                                    ______
                                                    ______


Agreed upon this day
                               (Date)




--------------------------------------------
(Signature of Manufacturer's Representative)




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                                   APPENDIX 3


                               COMMISSION SCHEDULE

                 ADCON(R)-L-__% of net invoice price to hospital











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