EXHIBIT 10.13   PROCOMER [logo] PROMOTORA  DEL COMERCIO EXTERIOR DE COSTA RICA  OPERATING
AGREEMENT  The PROMOTORA DEL COMERCIO EXTERIOR DE COSTA
RICA (PROCOMER) [Foreign Trade Promotion Office of Costa Rica], holder of
Corporate Identification No. 3-007-196350, represented in this transaction by
Leda Jiménez Cerdas, who is of legal age, unmarried, has a degree in
International Relations, is a resident of San Antonio de Desamparados de San
José and holder of Identity Card No. 3-229-068, and who has been granted an
unlimited power of attorney, which is recorded in the Public Registry, Personal
Section, in Volume 150, page 191, entry 488, and MCGHAN MEDICO S.A., holder of
Corporate Identification No. three - one hundred and one  two hundred thirty
seven six hundred and sixty five, represented in this transaction by Gregory
Crane, who has no second surname because he is from the United States of
America, and is of legal age, married once, a businessman, holder of  U.S. Passport No. one five seven seven zero
four five nine four, and whose residence is Four N. Dodge Boulevard, Tucson,
Arizona, 85716, United States of America, and who is acting in his capacity as
secretary, with unlimited power of attorney, which is recorded in the Public
Registry, Commercial Section, Volume One Thousand One Hundred and Ninety Two,
Page One Hundred Ninety Three, Entry No. Two Hundred Thirty Six, acting under
Article 19(ch) of the Free Trade Zone Regime Act [Ley del Régimen de Zona Franca] (No. 7210, November 23,
1990) and Executive
Agreement No. 402-99, November 8, 1999 (the Agreement), have
agreed to execute this OPERATING AGREEMENT, based on the
provisions of Law No. 7210, of November 23, 1990 and its Regulations, as well
as the following Clauses:  ONE.  The
Beneficiary will engage in the manufacture of smooth-textured, round, style 68
silicon breast implants for export to the United States of America, Asia,
Europe, Central America, and other markets, under the classification of Export
Processing Industry, pursuant to sub-section (a) of Article 17 of
Law 7210 and its amendments. In order to change its sphere of operations, the
Beneficiary must apply for the respective authorization from PROCOMER, which
shall recommend to the Executive Authority that the Agreement be revised accordingly,
if necessary. Under the terms of its application, it must operate in the
Industrial Park of the Metropolitan Free Trade Zone, and must begin production
in the month
of January of the year 2000.  TWO.Under the
provisions of Article 20, sub-section (g) of the Free Trade Zone Regime Act
(Law No. 7210, November 23, 1990 and its amendments),  1 
   the Beneficiary will be exempt from all
taxes on profits, as well as any tax based upon gross or net earnings,
dividends paid to shareholders, or income or sales, as classified in that
Law.  However, the latter exemptions
shall not be applicable when the potential beneficiaries may deduct the taxes
from which they have been exempted in Costa Rica in their own countries, or
when they engage in marketing activities. 
In the latter case, the income tax exemption shall be reduced by an
amount proportional to the extent of those activities.  The Company may offer its products only on
the local market, while adhering rigorously to the requirements established for
this in Article 22 of Law No. 7210 and its amendments, in particular, those
related to the payment of the respective taxes.  THREE.  The
Beneficiary must pay to PROCOMER, on a monthly basis, the fee for the right to
use Free Trade Zone Regime, which is set forth in Law No. 7683 of October 30,
1996, and Executive Order No. 25612-COMEX, about which it will be notified
shortly.  The monthly use fee for the Free Trade Zone
Regime becomes effective on the date of the announcement of the aforementioned
Executive Agreement No. 402-99, and must be paid in advance, by the month,
starting on this date.  If, for any reason, the Company does not
begin production activities on the date indicated in this Executive Agreement,
the corresponding contribution for the free trade zone use fee shall be
calculated on the basis of sales projections or use of industrial roof area
indicated by the Beneficiary in its respective application.  For purposes of updating the collection of the
tax, the Company must inform PROCOMER of any increase it makes in its
industrial roof area.  Failure to comply
with this obligation shall result in the retroactive collection of the tax
starting from the date of the most recent measurement performed by PROCOMER,
which shall use the new measurement as the basis for its calculation.  2 
   FOUR.The Security
Deposit provided by the Beneficiary to PROCOMER will be returned to it during
the month following the Agreement to Revoke [Benefits under] the Regime
[Acuerdo de Revocatoria del Régimen], if the Beneficiary is up-to-date in the
payment of its obligations.  Otherwise,
PROCOMER shall take the sums owed by the Beneficiary to PROCOMER from the
aforementioned security deposit, and shall return the remainder to it, should
any exist.  If, within the three months following the
publication of the aforementioned Agreement, the Beneficiary does not appear to
reclaim the deposit, this shall be taken to mean that the deposit has been
relinquished to PROCOMER.  FIVE.The Beneficiary
must inform PROCOMER of any changes or modifications that affect its
commitments to the latter, including but not limited to: (a) reduction of level
of employment and investment; (b) temporary suspension of operations; (c)
increases in industrial roof area; (d) change of business activity; (e) change
of representatives; and anything else that may be relevant within its sphere of
activities.  SIX.The
Beneficiary must provide PROCOMER with an annual report on its operations,
using the forms and conditions that PROCOMER establishes, within four months
following the close of the fiscal year.  For the purposes of supervising and
controlling the use of the Free Trade Zone Regime and the incentives that been
received, the Beneficiary is under the obligation to provide to PROCOMER, and
if appropriate, to the Ministry of Finance [Ministerio
de Hacienda], any information that may be requested.  In addition, it must permit the officers of
PROCOMER to enter its facilities at any time they consider appropriate, and
without prior warning, for the purpose of verifying compliance with the
obligations of the Free Trade Zone Act and its Regulations.  PROCOMER will monitor compliance with the
levels of new initial investment in fixed assets and the total minimum
investment of the Beneficiary, pursuant to the criteria and parameters included
in the Regulations or the Free Trade Zone Regime Act to be issued, and the
Beneficiary must facilitate the performance of that obligation.  3 
   SEVEN.  For
the purpose of receiving future notices, the Beneficiary provides the following
NUMBER: 204-31 41.  PROCOMER must be
immediately notified of any change.  EIGHT.If
the Beneficiary withdraws from the Regime, it must announce its decision at
least one month prior to the last day of operations, by means of a letter sent
to PROCOMER, which will not process the withdrawal application if the period
indicated in this clause is not observed, unless in the opinion of PROCOMER
there exists some significant circumstance that would justify failure to
observe it.  NINE.PROCOMER will not authorize the removal of the Beneficiarys assets or
return its security deposit until the Beneficiary has provided PROCOMER with
the following documents:  (a)A copy of the
notice that it must publish in a large circulation national newspaper, in which
it announces that it has filed to withdraw from the Regime and that it intends
to be liquidated. (b)A certificate
issued by the Ministry of Labor [Ministerio
de Trabajo], or any other similar document that is satisfactory to
PROCOMER, affirming that it has duly complied with any pending labor
obligations. (c)A certificate
issued by the Ministry of Finance stating that the Company has no pending
obligations; and (d)Any other
document which in the opinion of PROCOMER may be necessary for these purposes.  TEN.If the
Beneficiary should fail to fulfill the conditions of this agreement and Executive
Agreement No. 402-99, or the laws and regulations that may be
applicable to it, PROCOMER may recommend to the Executive Authority that fines
be imposed or that [the Benefits] AWARDED under the Free Trade Zone Regime be
revoked, with no liability to the State, all of which is pursuant to the
provisions of Law No. 7210, its amendments and its regulations.  In addition, it may recommend that the
Executive Authority partially or completely suspend Incentive AWARDS set forth
in Law No. 7210 and its amendments.  4 
   The imposition of sanctions, should it occur,
will be notwithstanding any other administrative, civil or criminal liability
that may attach to the Beneficiary or its representatives.  ELEVEN.  The
terms of the exemptions provided in Law No. 7210 are subject to the
international agreements signed and approved by Costa Rica.  TWELVE.The
Beneficiary agrees to comply with the environmental regulations of the Ministry
of Natural Resources, Energy and Mines [Ministerio de Recursos Naturales,
Energía y Minas], and SETENA [the National Technical Environmental Secretariat
of the Ministry of the Environment and Energy], and must file the required
studies and documents with those offices or with the Ministry of Health
[Ministerio de Salud].  THIRTEEN.  Compliance with directives issued by PROCOMER regarding the
promotion, administration and supervision of the Regime is obligatory for the
Beneficiaries and the persons who are directly or indirectly related to them or
to PROCOMER.  THE
END.  The preceding was read and signed by us to
indicate our acceptance, in the city of San José on November 30, 1999.  s/LEDA JIMENEZ CERDAS
  s/GREGORY CRANECOSTA
  RICA
  MCGHAN
  MEDICO S.A.FOREIGN TRADE PROMOTER  CONFIDENTIAL [stamp]  5 
   [logo] PROCOMER______________________Promotora del
Comercio Exterior de Costa Rica [Foreign Trade Promotion Office of Costa
Rica]  NOTICE  [illegible] oclock on the 30th day of 
November, 1999.  Gregory
E. Crane  appears at the office of
the Director of the Foreign Trade Promotion Office of Costa Rica (PROCOMER) to
acknowledge that he has been notified of Executive Agreement No. 402-99, of
November 8, 1999, in which [the benefits of the] Free Trade Zone Regime are awarded
to MCGHAN MEDICO S.A., corporate seal No. 3-101237665.  s/Gregory
E. Crane SIGNATURE
OF NOTIFIED PARTY  Name
  and Identification Number of Notifying Party
  
  Signature
  of Notifying Party
   [stamp]CONFIDENTIALMcGHAN MEDICAL CORPORATIONPROPRIETARY INFORMATION   Foreign
Commerce Center, Third
Ave. and 40th St., San José, Costa Rica Tel:
(506) 256-7111  * Fax (506) 233-5722. P.O.
Box 1278-1007; e-mail:  info@procomer.go.cr http://www.procomer.com   6 
   MINISTRY OF
FOREIGN TRADE San José,
Costa Rica  AGREEMENT
NO. 402-99  THE
PRESIDENT OF THE REPUBLIC AND THE MINISTRY OF FOREIGN TRADE  On the basis of Article 140, sub-sections 3
and 18, of the Constitution of Costa Rica, Article 28, second paragraph,
sub-section (b) of the General Law of Public Administration [Ley General de la
Administración Pública], the Free Trade Zone Regime Act No. 7210 of November
23, 1990, and its amendments, the Law Establishing the Ministry of Foreign
Trade and the Foreign Trade Promotion Office of Costa Rica, No. 7683, October
30, 1996, and Executive Order No. 20355-H-COMEX, April 2, 1991, known as the
Regulations to the Free Trade Zone Regime Act and its amendments,  WHEREAS  1.The company
MCGHAN MEDICO S.A., corporation number 3-101-237665, filed an application with
the Foreign Trade Promotion Office of Costa Rica (PROCOMER) seeking to avail
itself of the Free Trade Zone Regime, pursuant to Law NO. 7210, its amendments
and Regulations.  2.PROCOMERs
Committee to grant awards under special regimes received the application of
MCGHAN MEDICO S.A. at its meeting No. 39, held on October 27, 1999, and agreed
to recommend to the Executive Authority that the aforementioned company be
granted [benefits under] the Free Trade Zone Regime.   3.Legally
mandated procedure has been followed.  IT IS AGREED  1.Free Trade Zone
Regime [benefits] shall be awarded to MCGHAN MEDICO S.A., holder of Corporate
Identification No. 3-101-237665 (the Beneficiary), classifying it as an
export processing company, under Article 17,sub-section (a) of Law No. 7210 and
its amendments.  7 
   2.The activity of
the Beneficiary consists of the manufacture of smooth-textured, round, style 68
silicon breast implants for export to the United States of America, Asia,
Europe, Central America, and other markets.  3.The Beneficiary
will operate in the Metropolitan Free Trade Zone Industrial Park.  4.The Beneficiary
shall receive the incentives and benefits set forth in Law 7210 and its
amendments, with the restrictions and conditions established therein, in
compliance with the regulations established in this matter by the Executive
Authority and PROCOMER.  The terms of the exemptions
provided for in Law No. 7210 are subject to the international agreements signed
and approved by Costa Rica.  5.Under the
provisions of Article 20, sub-section (g) of the Free Trade Zone Regime Act
(Law No. 7210, of November 23, 1990 and its amendments), the Beneficiary shall
receive exemption from all taxes on profits, as well as any tax based on gross
or net earnings, dividends paid to shareholders, or income or sales, as
classified in that law.  However, the
latter exemptions shall not be applicable when the potential beneficiaries may
deduct the taxes from which they have been exempted in Costa Rica in their own
countries, or when they engage in marketing activities.  In the latter case, the income tax exemption
shall be reduced by an amount proportional to the extent of those activities.  The company may only offer
its products on the local market while rigorously adhering to the requirements
established for this in Article 22 of Law No. 7210 and its amendments, in
particular, those related to the payment of the respective taxes.  6.The Beneficiary
agrees to maintain a minimum work force of fifty workers.  In addition, it agrees to make a new initial
investment of at least USD150, 000.00 (one hundred and fifty thousand United
States dollars) in fixed assets, no later than January 2000.  It will also make and maintain a minimum
total investment of USD3, 000,000.00 (three million United States dollars), in
conformity with the terms and conditions found in the application filed with
PROCOMER.  8 
   PROCOMER will monitor
compliance with the levels of new initial investment in fixed assets and the
total minimum investment of the Beneficiary, pursuant to the criteria and
parameters included in the Regulations of the Free Trade Zone Regime Act to be
issued.  This power must be provided for
in the respective operating agreement to be signed by the Beneficiary, as an
obligation for which the latter is responsible.  As a result, the Executive Authority may revoke the [benefits
granted to] that company under the Regime if, within those parameters, it does
not meet the minimum investment levels indicated above.  7.When the
operating agreement has been signed, the Company must pay the monthly fee for
the right to use the Free Trade Zone Regime. 
The date on which production activities are expected to begin is January
2000.  If for any reason, the Company
has not begun production activities as of that date, it shall continue to pay
the fee, which PROCOMER shall continue to calculate on the basis of the
industrial roof area stated by the Beneficiary in its respective application.  For the purposes of updating
tax collections, the Company must inform PROCOMER of any increase it makes in
its industrial roof area.  Failure to
comply with this obligation shall result in the retroactive collection of the
tax starting from the date of the most recent measurement performed by
PROCOMER, which shall use the new measurement as the basis for its calculation.  8.The Beneficiary
agrees to comply with the environmental regulations of the Ministry of the
Environment and Energy [Ministerio del Ambiente y Energía], and must file any
required studies and documents with that Ministry or with the Ministry of
Health.  9.The Beneficiary
must provide PROCOMER with an annual report on its operations, using the forms
and conditions that PROCOMER establishes, within four months following the
close of the fiscal year. In addition, the Beneficiary is under the obligation
to provide to PROCOMER, and if appropriate, to the Ministry of Finance, any
information that may be requested of it for the purpose of supervising and
controlling the use of the Free Trade Zone Regime and the incentives
received.  In addition, it must permit
the officers of PROCOMER to enter its facilities at any time they consider
appropriate, without prior warning, for the purpose of verifying compliance
with the obligations of the Free Trade Zone Regime Act and its Regulations.  9 
   10.If the
Beneficiary should fail to comply with any of the conditions of this Agreement,
or with the laws, regulations, and directives that may be applicable to it, the
Executive Authority may impose fines upon it, suspend one or more of the
incentives indicated in Article 20 of Law No. 7210, for a period ranging from a
month to a year, or revoke [the benefits] granted to it under the Free Trade
Zone Regime, with no liability to the State, all of which is pursuant to the
provisions of Law No. 7210, its amendments and Regulations.  Any application of these penalties shall be
notwithstanding any other administrative, civil or criminal liability that may
attach to the Beneficiary or its representatives.  11.After this
Executive Agreement has been transmitted, the Beneficiary must sign an operating
agreement with PROCOMER, after which it may begin to receive the benefits of
the Regime.  12.Compliance with
directives issued by PROCOMER regarding the promotion, administration and
supervision of the Regime is obligatory for the Beneficiaries and the persons
who are directly or indirectly related to them or to PROCOMER  The end.  For
announcement and publication.  Office of the President of the Republic, San
José, on the eighth day of November of 1999.  s/MIGUEL ANGEL RODRÍGUEZ
  
  SAMUEL GOZOWSKIECHEVERRÍA
  
  MINISTER[seal
  of Office of President, Costa Rica]
  
  [seal
  of Foreign Trade Office, Costa Rica]
  10