INDEPENDENT CONTRACTOR AGREEMENT

Whereas American Medical Systems (AMS) wishes to hire Henry J. Smith Ph.D, as an
independent  contractor  to provide  consultation  services to AMS, both parties
agree to the following terms and conditions.

     1.   Henry  Smith  is an  independent  contractor  and  not an  officer  or
          employee of AMS. His responsibilities  will be to provide consultation
          services to AMS concerning capital formation,  corporate organization,
          technical aspects and other areas that AMS requests his expertise.

     2.   Henry J. Smith agrees to keep all proprietary  information provided by
          AMS under this agreement  strictly  confidential  and not disclosed to
          third parties or circumvented in any way.

     3.   The fee for  consultation  services is $125 per hour and will  include
          travel time to attend meetings on behalf of AMS.

          Additional costs such as materials,  phone/fax expenses,  etc. will be
          billed separately.

          Invoices to be paid within 2 weeks of submission of the bill to AMS.

     4.   Either party may  unilaterally  terminate  this agreement upon written
          notice to the other party.





Signed: /s/ Henry J. Smith                            Date:  6/26/00
       ----------------------------------                  -----------
       Henry J. Smith
       Independent Contractor





Signed: /s/ Peter George                              Date:  6/26/00
       ----------------------------------                  -----------
       Peter George, President and CEO
       American Medical Systems, Inc.









     TRANSHEALTH INTERNATIONAL, INC.
     ===========================================================================




1st November 1997



Advanced Medical Systems, Inc.
2950 North Glassell,
Orange, CA  92865

Attention: Board of Directors, Advanced Medical Systems. Inc.
-------------------------------------------------------------

Thank you for the invitation to be Chairman of the Scientific  Advisory Board of
Advanced Medical Systems, Inc.
I am  extremely  pleased to accept  your  invitation  and look  forward to be of
assistance in the growth and success of Advanced Medical Systems.

Sincerely,



/s/ Henry J. Smith


Henry J. Smith Ph.D.
President: TransHealth International, Inc.













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4400 MacArthur Blvd., Suite 557                          Newport Beach, CA 92660
Phone: (714) 955-4959                                        Fax: (714) 955-4969