EXCLUSIVE LICENSE, SUPPLY AND DISTRIBUTION AGREEMENT

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This Agreement, made as of December 18, 2000 (the "Effective Date"), between

ORGANOGENESIS INC., a company organized under the laws of the State of

Delaware, having a present principal address at 150 Dan Road, Canton,

Massachusetts 02021, USA (hereinafter "Organogenesis"), and Royce Medical

Company, a corporation organized under the laws of the State of California,

having a present principal address at 742 Pancho Road, Camarillo, CA 93012

(hereafter "Royce");



                                  WITNESSETH:

                                  -----------



WHEREAS, Organogenesis has developed a proprietary natural acellular

biomaterial ("ECM(tm)"), defined below, that has applications as a wound

dressing; and



WHEREAS, Royce wishes to purchase products, devices, or processes which

incorporate ECM and are covered by a Valid Patent Claim from Organogenesis

exclusively for resale in the United States as a wound dressing from supplies

purchased by Organogenesis from an entity of Organogenesis' choosing; and



WHEREAS, Royce desires to obtain an exclusive license from Organogenesis in the

United States to distribute ECM, as described herein;



NOW, THEREFORE, the parties agree that:



ARTICLE 1. CERTAIN DEFINITIONS

------------------------------



The following terms shall have the following meanings whenever used in this

Agreement:



     1.1   "Affiliate" means any corporation or other entity that controls, is

           -----------

           controlled by, or is under common control with, a party to this

           Agreement. A corporation or other entity shall be regarded as in

           control of another corporation or entity if it owns or directly or

           indirectly controls more than fifty percent (50%) of the voting

           stock or other ownership interest of the other corporation or

           entity, or if it possesses, directly or indirectly, the power to

           direct or cause the direction of the management and policies of the

           corporation or other entity.



     1.2   "Alternate Site Market" means general and family practitioners',

           -----------------------

           orthopedists', dermatologists', Home Healthcare Agencies',

           diabeticians', obstetricians', gynecologists', cosmetic surgeons'

           and podiatrists' offices or clinics; and nursing homes.



                                                                              1



<PAGE>





* CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND

EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.



     1.3   "Collagen Wound Dressing" means any article that is (i) regulated

           -------------------------

           by FDA as a wound dressing, and (ii) consists primarily of

           non-human collagen.



     1.4   "Development Plan" shall mean the plan for the development and FDA

           ------------------

           Approval of Products, as hereinafter defined, as set forth in

           Schedule A. The parties shall modify and extend Schedule A from

           time to time throughout the Term as required to assure successful

           commercialization.



     1.5   "ECM" means a natural acellular biomaterial derived from porcine

           -----

           small intestine, which biomaterial is covered by a Valid Patent

           Claim, as hereinafter defined.



     1.6   "FDA" means the United States Food and Drug Administration.

           -----



     1.7   "Field" means distribution of ECM to the Alternate Site Market for

           -------

           use solely as a Collagen Wound Dressing.



     1.8   "First Commercial Sale" of any Product means the first bona-fide

           -----------------------

           commercial sale for use or consumption of that Product in the

           Territory after FDA has cleared or approved marketing of that

           Product, if required.



     1.9   "Marketing Plan" means the financial projections and timelines for

           ----------------

           commercializing any Product as set forth in Schedule B, along with

           supporting plans for selling strategies, promotional plans and

           other related sales and marketing initiatives. The parties shall

           modify and extend Schedule B from time to time throughout the Term

           as required to facilitate successful commercialization.



     1.10  "Net Sales" means the gross invoice price of any Product sold to

           -----------

           independent, third-party customers in bona fide, arms-length

           transactions, less all credits including (i) quantity and/or cash

           discounts actually allowed or taken; (ii) freight, postage and

           insurance (allocated in accordance with generally acceptable

           accounting principles consistently applied (GAAP)); (iii) amounts

           repaid or credited by reasons of rejections or return of goods;

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