Exhibit 10.34

                        AMENDMENT TO EMPLOYMENT AGREEMENT

     Whereas UroMed Corporation, a Massachusetts corporation with its principal
place of business at 1400 Providence Highway, Building #2, Norwood,
Massachusetts 02062 ("the Company") and Daniel Muscatello an individual residing
at [  ] ("Employee") are parties to an Employment Agreement dated on February 4,
1997, amended on December 1, 1999 and on March 12, 2001

       Whereas both parties seek to continue the employment relationship on
terms and conditions acceptable to each;

   NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises and covenants contained herein, Employee and the Company hereby agree
as follows:

1. Amend paragraph 2(a) of the aforementioned Employment agreement by striking
it in its entirety and replacing it with the following:

"Employee's annual compensation shall be $295,000.00 ("the Base Salary")
effective as of January 1, 2002. Employee shall be paid on the 15/th/ day and
the last day of each calendar month for the current month's employment. Pay
shall be adjusted pro rata for any partial week of employment and standard
employer deductions shall be made from each payment. Employee's gross
semi-monthly compensation shall be subjected to an annual review and
adjustment."

Both parties agree to add a new paragraph 2(d) of the aforementioned Employment
Agreement

2. Add paragraph 2(d) which should read in its entirety:

"Upon signing an amendment to this Employment Agreement during January, 2002,
the Employee shall immediately be paid a one-time signing bonus in the amount of
$85,000."

3. Amend paragraph 4 of the aforementioned Employment agreement by striking it
in its entirety and replacing it with the following:

"Term. As an at-will employee, Employee understands that this agreement and the
employment hereunder may be terminated by either party hereto at any time with
or without cause. If not terminated, this agreement shall cover the terms of the
Employee's employment for a period ending on December 31, 2002. At such time,
the term of this agreement with automatically be extended for an additional one
year unless either the Employee or the Company provides notice of non-renewal
before September 30 2002. The term of this arrangement is referred to as the
"Term". The Term of this Agreement shall not affect the covenants herein that
are intended to survive the Term. Annual salary adjustments pursuant to section
2 above shall not affect the other terms and conditions hereof nor shall it
necessitate any written modifications hereof."

       IN WITNESS WHEREOF the parties hereto have affixed their hands and seals
upon two (2) counterpart originals hereof as of January 23, 2002.

EMPLOYEE                               UROMED CORPORATION


/s/ Daniel Muscatello                  By /s/ Richard Sandberg
---------------------                     --------------------------------------
                                          Chairman of the Compensation Committee