UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                              SCHEDULE 13D

                 Under the Securities Exchange Act of 1934

                        (Amendment No. __________)*

                          SYMBOLLON CORPORATION
                            (Name of Issuer)

                              Common Stock
                     (Title of Class of Securities)

                               8715H106
                            (CUSIP Number)

                         Thomas M. Riedhammer
                 Senior Vice President and President
                 Bausch & Lomb Pharmaceuticals, Inc.
                      8500 Hidden River Parkway
                        Tampa, Florida  33637
                            (813) 975-7713

      (Name, Address and Telephone Number of Person Authorized to 
                 Receive Notices and Communications)

                           August 4, 1997
                   (Date of Event which Requires
                     Filing of this Statement)

If the filing person has previously filed a statement on 
Schedule 13G to report the acquisition which is the subject of 
this Schedule 13D, and is filing this schedule because of Rule 
13d-1(b)(3) or (4), check the following box [ ].

*The remainder of this cover page shall be filled out for a 
reporting person's initial filing on this form with respect to 
the subject class of securities, and for any subsequent 
amendment containing information which would alter the 
disclosures provided in a prior cover page.

The information required in the remainder of this cover page 
shall not be deemed to be "filed" for the purpose of Section 18 
of the Securities Exchange Act of 1934 ("Act") or otherwise 
subject to the liabilities of that section of the Act but shall 
be subject to all other provisions of the Act (however, see the 
Notes).

             	(Continued on the following page(s))

                       	Page 1 of 5 Pages


CUSIP No. 8715H106                                        Page 2 of 5 Pages

___________________________________________________________________________
(1)	NAME OF REPORTING PERSON
	S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

	Bausch & Lomb Pharmaceuticals, Inc.
	59-2551652
___________________________________________________________________________
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See 
	Instructions)

				(a)	/ /
				(b)	/ /
___________________________________________________________________________
(3)	SEC USE ONLY

___________________________________________________________________________
(4)	SOURCE OF FUNDS

	WC
___________________________________________________________________________
(5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 
ITEMS 2(d) OR 2(e)                                               / /

___________________________________________________________________________
(6)	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware
___________________________________________________________________________
		(7)	SOLE VOTING POWER
			
			
		             266,667               
NUMBER OF SHARES  	(8)	SHARED VOTING POWER
BENEFICIALLY OWNED BY		
EACH REPORTING PERSON 	___________________________________
WITH		(9)	SOLE DISPOSITIVE POWER
			
			
		              266,667              
		(10)	SHARED DISPOSITIVE POWER

___________________________________________________________________________
(11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		266,667
___________________________________________________________________________
(12)	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 
	(See Instructions)                                               / /
	
___________________________________________________________________________
(13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	
		8.39%
___________________________________________________________________________
(14)	TYPE OF REPORTING PERSON (See Instructions)
	
	CO
___________________________________________________________________________



CUSIP No. 8715H106                                        Page 3 of 5 Pages


Item 1.  Security and Issuer.

	This Schedule relates to shares of the Common Stock, par value .001 
per share ("Common Stock") of Symbollon Corporation (the "Issuer").  The 
Issuer's principal executive office is located at 37 Loring Drive, 
Framingham, Massachusetts 33637.

Item 2.  Identity and Background.

	This statement is submitted by Bausch & Lomb Pharmaceuticals, Inc., 
a corporation organized under the laws of the State of Delaware.  Bausch & 
Lomb Pharmaceuticals, Inc.'s principal business is pharmaceuticals and its 
principal business and office address is 8500 Hidden River Parkway, Tampa, 
Florida 33637.  Bausch & Lomb Pharmaceuticals, Inc. is a wholly-owned 
subsidiary of Bausch & Lomb Incorporated, a corporation organized under the 
laws of the State of New York.  Its principal business is eye care, 
including soft and rigid gas permeable contact lenses, lens care products, 
premium sunglasses and ophthalmic pharmaceutical products.  Bausch & Lomb 
Incorporated's principal executive office is at One Bausch & Lomb Place, 
Rochester, New York 14604.  Bausch & Lomb Pharmaceuticals, Inc. has not, 
during the last five years, been convicted in a criminal proceeding and has 
not, during the last five years, been a party to a civil proceeding of a 
judicial or administrative body of competent jurisdiction as a result of 
which it is or was subject to a judgment, decree or final order enjoining 
future violations of, or prohibiting or mandating activities subject to, 
federal or state securities laws or finding any violation with respect to 
such laws.

	The names, business addresses and occupational information for: (a) 
each executive officer and director of Bausch & Lomb Pharmaceuticals, Inc., 
(b) each executive officer and director of Bausch & Lomb Incorporated is 
set forth in Exhibit A.  To the best of the knowledge of Bausch & Lomb 
Pharmaceuticals, Inc. and Bausch & Lomb Incorporated, respectively, each of 
the individuals on Exhibit A has not, during the last five years, been 
convicted in a criminal proceeding and has not, during the last five years, 
been a party to a civil proceeding of a judicial or administrative body of 
competent jurisdiction as a result of which it is or was subject to a 
judgment, decree or final order enjoining future violations of, or 
prohibiting or mandating activities subject to, federal or state securities 
laws or finding any violation with respect to such laws.

Item 3.  Source and Amount of Funds or Other Consideration	

	Working capital.

Item 4. Purpose of the Transaction

Bausch & Lomb Pharmaceuticals, Inc. ("BLPI") entered into a Stock 
Purchase Agreement with Symbollon Corporation (the "Issuer"), dated 
August 4, 1997 (the "Stock Purchase Agreement") in connection with a 
Collaboration and Sale/License Agreement of the same date between BLPI and 
the Issuer (the "Sale/License Agreement").  Under the Sale/License



CUSIP No. 8715H106                                        Page 4 of 5 Pages


Agreement, Symbollon, with assistance from BLPI, will develop enzyme-based 
iodine technology for treatment of infectious diseases of the eye and BLPI 
will have the exclusive U.S. and Canada marketing rights for ophthalmic 
products based on the Issuer's iodine technology.  Under the terms of the 
Stock Purchase Agreement, on the date thereof, BLPI purchased $500,000 in 
original issue shares of the Issuer's Common Stock at a price per share 
equal to the average closing price for the preceding five trading days, or 
266,667 shares at $1.8975 per share.

Under the Stock Purchase Agreement, BLPI must purchase an additional 
$350,000 of Common Stock at the then market value on the first anniversary 
of the date of the Stock Purchase Agreement.  BLPI has and will purchase 
the shares of the Issuer's Common Stock for investment purposes and has 
agreed with the Issuer not to sell the Common Stock for four years 
($350,000 in original cost of the shares) or seven years (the balance of 
the shares) except as otherwise provided in the Stock Purchase Agreement.  
BLPI and its affiliates have agreed not to purchase additional shares of 
the Issuer's Common Stock through the seventh anniversary of the Stock 
Purchase Agreement without the Issuer's prior consent.

BLPI has no present intention to seek any extraordinary transactions like a 
merger or sale or material amounts of assets with respect to the Issuer nor 
to change the Issuer's board of directors, management or organizational 
documents or in its business or corporate structure. BLPI has agreed to 
vote its shares of Common Stock generally in accordance with the 
recommendations of the Issuer's Board of Directors, unless a significant 
transaction with a competitor of BLPI is contemplated.  See Item 6 below.  
BLPI does expect to be actively involved in a collaborative effort with the 
Issuer to develop, obtain regulatory approval for and commercialize the 
Issuer's iodine technology or ophthalmic (and possibly otic) products.

Item 5.  Interest in Securities of the Issuer

	(a)	Bausch & Lomb Pharmaceuticals, Inc. beneficially owns 266,667 
shares of the Issuer's Common Stock, representing 8.39% of the issued and 
outstanding shares of the Issuer's Common Stock.  It also has the 
obligation to purchase an additional $350,000 in original issue shares of 
the Issuer's Common Stock at the then market value (the average closing 
price for the five trading days immediately preceding the closing of the 
purchase) upon the first anniversary date of the Stock Purchase Agreement.

	(b)	Bausch & Lomb Pharmaceuticals, Inc. has the sole power to vote, 
subject to a voting agreement with Issuer set forth in the Stock Purchase 
Agreement that requires Bausch & Lomb Pharmaceuticals, Inc. to vote 
pursuant to the recommendation of the Issuer's board of directors and in 
the absence of any such recommendation, in the same proportion of the other 
outstanding voting shares of Issuer provided however that such voting 
agreement does not apply to any transaction which is not approved by 
Issuer's board of directors or in the event of a proposed merger or 
combination of sale of substantially all the assets of a company which is a 
competitor of Bausch & Lomb Pharmaceuticals, Inc.  Bausch & Lomb 
Pharmaceuticals, Inc. has the sole power to dispose of 266,667 shares of 
Common Stock.




CUSIP No. 8715H106                                        Page 5 of 5 Pages


	(c)	Neither Bausch & Lomb Pharmaceuticals, Inc. nor any entity 
controlling Bausch & Lomb Pharmaceuticals, Inc. has had any transactions in 
the Common Stock within the last 60 days.

	(d)	None.

	(e)	Not Applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationships with 
Respect to Securities of the Issuer

As described under Item 4 above, the Stock Purchase Agreement contains an 
obligation on the part of BLPI to purchase an additional $350,000 of Common 
Stock on the first anniversary of the Stock Purchase Agreement.  BLPI's 
ability to transfer the Common Stock is restricted by the Stock Purchase 
Agreement until the fourth anniversary thereof with respect to the Base 
Shares (as that term is defined in the Stock Purchase Agreement attached 
hereto as Exhibit B) and the seventh anniversary with respect to the 
Additional Shares (as that term is defined in the Stock Purchase Agreement 
attached hereto as Exhibit B), although BLPI may use the original cost of 
certain such shares to offset certain payment obligations under the 
Sale/License Agreement.  The Issuer may repurchase the Common Stock at its 
original cost.

In the Stock Purchase Agreement, BLPI and its affiliates agreed to vote 
their shares of the Issuer's Common Stock in accordance with the 
recommendation of the Issuer's Board of Directors.  In the absence of a 
recommendation, they agreed to vote in the same proportion as the other 
outstanding shares of the Issuer are voted in any matter submitted to the 
Issuer's shareholders.  These voting agreements do not apply to any 
transaction not approved by the Issuer's Board of Directors or in the event 
of a proposed merger or combination or sale of substantially all of the 
assets of the Issuer to a competitor of BLPI.

Item 7.  Material to Be Filed as Exhibits

	(a)  Executive Officers and Directors of Bausch & Lomb 
Pharmaceuticals, Inc. and Bausch & Lomb Incorporated.

	(b)  Stock Purchase Agreement dated August 4, 1997 between Bausch & 
Lomb Pharmaceuticals, Inc. and the Issuer.

Signature

     After reasonable inquiry and to the best of the undersigned's 
knowledge and belief the undersigned certify that the information set forth 
in this statement is true, complete and correct.

August 4, 1997                      BAUSCH & LOMB PHARMACEUTICALS, INC.


                                   By:_______________________________
                                      Thomas M. Riedhammer, President

 
                                EXHIBIT A


                        DIRECTORS AND OFFICERS OF 
                   BAUSCH & LOMB PHARMACEUTICALS, INC.




DIRECTORS

     David F. Jarosz
     Thomas M. Riedhammer
     Robert B. Stiles




OFFICERS

     Thomas M. Riedhammer, President
     Eileen Farinacci, Vice President
     Robert B. Stiles, Secretary
     David F. Jarosz, Assistant Secretary
     Alan H. Resnick, Treasurer
     E. Mullen, Assistant Treasurer


BAUSCH & LOMB INCORPORATED
Officers
July 23, 1997


William H. Waltrip	Chairman
William M. Carpenter	President and Chief Executive Officer
Dwain L. Hahs	Executive Vice President and President,
 Global Bausch & Lomb Eyewear
Carl E. Sassano	Executive Vice President and President,
 Global Bausch & Lomb Vision Care
Daryl M. Dickson	Senior Vice President, Human Resources
James C. Foster	Senior Vice President, President and Chief Executive Officer, 
 Charles River Laboratories
Stephen C. McCluski	Senior Vice President and Chief Financial Officer
Thomas M. Riedhammer	Senior Vice President and President,
 Worldwide Pharmaceutical, Surgical and Hearing Care Products
Robert B. Stiles	Senior Vice President and General Counsel


BAUSCH & LOMB INCORPORATED
Board of Directors
July 23, 1997


Franklin E. Agnew	Business Consultant
William Balderston III	Executive Vice President (Retired)
 The Chase Manhattan Bank
William M. Carpenter	President & Chief Operating Officer
 Bausch & Lomb Incorporated
Domenico De Sole	President and Chief Executive Officer
 Gucci Group N.V.
Jonathan S. Linen	Vice Chairman
 American Express Company
Ruth R. McMullin	Business Consultant
John R. Purcell	Chairman & Chief Executive Officer
 Grenadier Associates, Ltd.
Linda Johnson Rice	President & Chief Operating Officer
 Johnson Publishing Company
Alvin W. Trivelpiece
	Director, Oak Ridge National Laboratory and
 President, Lockheed Martin Energy Research Corporation
William H. Waltrip	Chairman & Chief Executive Officer
 Bausch & Lomb Incorporated
Kenneth L. Wolfe	Chairman & Chief Executive Officer
 Hershey Foods Corporation


                              EXHIBIT B

                        SYMBOLLON CORPORATION

                       STOCK PURCHASE AGREEMENT

	This Agreement dated as of August 4, 1997 is entered 
into by and between Symbollon Corporation, a Delaware 
corporation, residing at 37 Loring Drive, Framingham, 
Massachusetts 01702 (the "Company"), and Bausch & Lomb 
Pharmaceuticals, Inc., a Delaware corporation ("B&L"), 
residing at 8500 Hidden River Parkway, Tampa, Florida 33637 
(B&L and any subsequent valid and permitted transferee, 
shall hereinafter be collectively referred to as the 
"Purchaser").  Certain other terms are defined in Section 9 below.

	A.  The Company and B&L have entered into a 
Collaboration and Sale/License Agreement of even date 
herewith (the "Collaboration and Sale/License Agreement") 
pursuant to which the Company and B&L have provided for the 
development and commercialization of products for the 
treatment of various ophthalmic conditions;

	B.  In connection with the execution and delivery of 
the Collaboration and Sale/License Agreement, the Purchaser 
desires to purchase, and the Company desires to sell, shares 
of the Company's Class A Common Stock, $.001 par value per 
share (the "Common Stock") upon the terms and conditions 
hereinafter described.

	In consideration of the mutual promises and covenants 
contained in the Agreement, the parties hereto agree as 
follows:

	1.	Authorization and Sale of Shares.

		1.1	Authorization.  The Company has, or before 
the Closings (as defined in Section 2) will have, duly 
authorized and taken all such corporate and other actions 
within its control as is necessary for the issuance, sale 
and delivery, pursuant to the terms of this Agreement, of 
that number of shares of the Common Stock that can be 
purchased for a purchase price of eight hundred fifty 
thousand dollars ($850,000) as is determined by dividing 
$850,000 by the applicable Market Price relevant thereto as 
defined in Section 2 below.

		1.2	Sale of Shares.  Subject to the terms and 
conditions of this Agreement, at the First Closing (as 
defined in Section 2) the Company will sell and issue to 
B&L, and B&L will purchase, for an aggregate purchase price 
of $500,000 that number of shares of the Common Stock as is 
determined by dividing $500,000 by the Market Price per 
share on the First Closing Date (the "First Closing 
Shares").  Subject to the terms and conditions of this 
Agreement, at the Second Closing (as defined in Section 2) 
the Company will sell and issue to B&L, and B&L will 
purchase, for an aggregate purchase price of $350,000 that 
number of shares of the Common Stock as is determined by 
dividing $350,000 by the Market Price per share on the 
Second Closing Date (the "Second Closing Shares").  The 
First Closing Shares and the Second Closing Shares are 
hereinafter referred to collectively as the "Shares".

	2.	The Closings.  The closing of the sale and 
purchase of the First Closing Shares shall take place at the 
offices of the Company, or such other mutually agreeable 
location as the parties may deem appropriate, on the date 
hereof unless the parties shall otherwise agree in writing 
(the "First Closing").  The closing of the sale to and 
purchase of the Second Closing Shares shall take place at 
the offices of the Company, or such other mutually agreeable 
location as the parties may deem appropriate, on the date 
the payment is due by B&L to the Company pursuant to Section 
6.2(b) of the Collaboration and Sale/License Agreement, if 
and when such payment becomes due (the "Second Closing").

	The First Closing and the Second Closing are sometimes 
each referred to hereinafter as a "Closing" and 
collectively as the "Closings".  The date of the First 
Closing is hereinafter referred to as the "First Closing 
Date" and the date of the Second Closing is hereinafter 
referred to as the "Second Closing Date".

	At each of the Closings, the Company shall deliver to 
B&L certificates for the number of Shares being purchased by 
B&L, registered in the name of B&L, against payment to the 
Company of the purchase price therefor, by wire transfer.  
The purchase price per share for the Shares to be purchased 
at the Closings shall be the average of the closing price of 
the Common Stock for the immediately preceding five trading 
days before the First Closing Date or the Second Closing 
Date, as applicable (the "Market Price").

	3.	Representations of the Company.  The Company 
hereby represents and warrants to B&L as follows:

		3.1	Organization and Standing.  The Company is a 
corporation duly organized, validly existing and in good 
standing under the laws of the State of Delaware and has 
full corporate power and authority to conduct its business 
as presently conducted and as proposed to be conducted by it 
and to enter into and perform this Agreement and to carry 
out the transactions contemplated hereby.  The Company is 
qualified to do business as a foreign corporation and is in 
good standing in each jurisdiction in which the nature of 
the business transacted by it or the character or location 
of its properties requires such qualification, except where 
the failure to so qualify would not have a Material Adverse 
Effect.

		3.2	Capitalization.  The authorized capital stock 
of the Company as of the date hereof consists of 18,750,000 
shares of the Common Stock, 1,250,000 shares of Class B 
Common Stock, $.001 par value per share, and 5,000,000 
shares of Preferred Stock, $.001 par value per share, of 
which 2,913,234 shares of the Common Stock and 15,738 shares 
of Class B Common Stock are outstanding as of the date 
hereof without taking into effect the transactions 
contemplated by this Agreement.  As of the date of this 
Agreement, there are 1,572,080 Class A Warrants (each of 
which is exercisable to purchase one share of Class A Common 
Stock and one Class B Warrant on the terms and conditions 
thereof) and 1,227,920 Class B Warrants (each of which is 
exercisable to purchase one share of Class A Common Stock on 
the terms and conditions thereof) presently outstanding.  As 
of the date of this Agreement, there are options outstanding 
to purchase 100,000 Units (a Unit consists of one share of 
Class A Common Stock, one Class A Warrant and one Class B 
Warrant), and 691,222 shares of Class A Common Stock.  All 
shares outstanding on the date hereof are, and any shares 
that will be issued under the terms and conditions of the 
warrants and options referred to above, when issued in 
accordance with their terms, will be, duly authorized, 
validly issued and fully paid and nonassessable.  There are 
no preemptive rights, rights of first refusal, or other 
similar rights available to the existing holders of Common 
Stock or other securities of the Company.

		3.3	Issuance of Shares.  The issuance, sale and 
delivery of the Shares have been, or will be on or prior to 
the applicable Closing Date, duly authorized by all 
necessary corporate action on the part of the Company.  The 
Shares, when issued, sold and delivered against payment 
therefor in accordance with the provisions of this 
Agreement, will be duly and validly issued, fully paid and 
non-assessable and free and clear of any liens or 
preemptive, rights of first refusal, or other similar rights 
(other than Applicable Securities Laws and the terms of this 
Agreement).

		3.4	Authority for Agreement; No Conflicts.  The 
execution, delivery and performance by the Company of this 
Agreement, and the consummation of the transactions 
contemplated hereby, have been duly authorized by all 
necessary corporate action.  This Agreement has been duly 
executed and delivered by the Company, and is enforceable 
against it in accordance with its terms, except that such 
enforcement may be subject to applicable bankruptcy, 
receivership, fraudulent transfer, moratorium and similar 
laws affecting creditors' rights, and the remedy of specific 
performance and injunctive relief may be subject to 
equitable defenses and to the discretion of the court for 
which proceeding therefor may be brought.  The execution and 
delivery of this Agreement and performance of the 
transactions contemplated by this Agreement and compliance 
with its provisions by the Company will not conflict with or 
result in any breach of any of the terms, conditions or 
provisions of, or constitute a default under, or require a 
consent or waiver under, its Certificate of Incorporation or 
By-Laws (each as amended to date) or any indenture, lease, 
agreement or other instrument to which the Company is party 
or by which it or any of its properties is bound,  or 
violate any decree, judgment, order, statute, rule, 
regulation or other provision of law applicable to the 
Company, except in each case as would not result in a 
Material Adverse Effect.

		3.5	Governmental Consents.  No consents, 
approval, order or authorization of, or regulation, 
qualification, designation, declaration or filing with, any 
governmental authority is required on the part of the 
Company in connection with the execution and delivery of 
this Agreement or the offer, issuance, sale and delivery of 
the Shares or the other transactions to be consummated at 
any Closing, as contemplated by this Agreement, except for 
compliance with the provisions of any laws as to which the 
failure to be made or obtained would not result in a 
Material Adverse Effect and such filings as shall have been 
made prior to and shall be effective on and as of the 
applicable Closing, except that any notices of sale required 
to be filed with the Securities and Exchange Commission (the 
"Commission") under Regulation D of the Securities Act of 
1933, as amended (the "Securities Act"), or such post-
closing filings as may be required under applicable state 
securities laws, which will be timely filed within the 
applicable periods therefor.

		3.6	Corporate Condition.  The Company's condition 
was, in all material respects, as described in the 
Disclosure Documents at the respective dates thereof, 
including without limitation the reports filed pursuant to 
the Exchange Act.  There has been no material adverse change 
in the Company's business, financial condition or prospects 
since March 31, 1997.  The Disclosure Documents are true and 
correct as of their respective dates, in all material 
respects, and the financial statements contained in the 
Disclosure Documents have been prepared in accordance with 
generally accepted accounting principles, consistently 
applied, and fairly present the financial position and 
results of operation and cash flows of the Company, for the 
periods then ended.  Without limiting the foregoing as of 
the date hereof, there are no material pending or threatened 
litigation or other material liabilities, contingent or 
actual, that are not disclosed in the Disclosure Documents 
except as incurred in the ordinary course of business since 
March 31, 1997.  This Agreement and the Disclosure Documents 
do not contain any untrue statement of a material fact and 
do not omit to state any material fact required to be stated 
therein or herein necessary to make statements contained 
therein or herein not misleading in the light of the 
circumstances under which they were made.

		3.7	Current Public Information.  During the three 
months prior to the execution of this Agreement, the Company 
has filed all the materials required to be filed as reports 
pursuant to the Exchange Act on a timely basis.

	4.	Representations of the Purchaser.  The Purchaser 
represents and warrants to the Company as follows (such 
representations and warranties shall be true and correct on 
the date hereof and on and as of the Second Closing Date):

		4.1	Investment.  The Purchaser is acquiring the 
Shares for its own account for investment and not with a 
view to, or for sale in connection with, any distribution 
thereof, nor with any present intention of distributing or 
selling the same.  The Purchaser is an "Accredited 
Investor" within the meaning of Rule 501(a)(3) of 
Regulation D under the Securities Act.  The Purchaser 
understands that the Shares have not been registered under 
the Securities Act by reason of a specific exemption from 
the registration provisions thereof which depends upon, 
among other things, the bona fide nature of its investment 
intent as expressed herein.  The Purchaser will not transfer 
the Shares except in compliance with Applicable Securities 
Laws and the terms of this Agreement.

		4.2	Power and Authority.  The Purchaser has the 
full power and authority to execute, deliver and perform 
this Agreement.  This Agreement, when executed and delivered 
by the Purchaser, will constitute a valid and legally 
binding obligation of the Purchaser, enforceable in 
accordance with its terms.

		4.3	State of Jurisdiction.  The Purchaser 
represents and warrants that all matters and actions 
relevant to its considerations, evaluations or executions of 
this Agreement or the transactions contemplated hereby by 
its including, without limitation, the receipt of any offer 
to purchase, the receipt and review of any documents or 
other materials relevant hereto, the participation in any 
communications with the Company or any other party, and the 
consummation of the transactions contemplated hereby 
occurred solely in Florida or Massachusetts.

		4.4	Independent Investigation.  The Purchaser has 
relied solely upon an independent investigation made by it 
and its representatives and has, prior to the date hereof, 
been given access to and the opportunity to examine all 
material contracts and documents of the Company which have 
been filed as exhibits to the Company's filings made under 
the Securities Act and the Exchange Act through publicly 
available means.  The Purchaser has been provided with 
copies of the Company's (i) Annual Report on Form 10-KSB for 
the year ended December 31, 1996; (ii) Annual Report to 
Stockholders for the year ended December 31, 1996, (iii) 
Registration Statement on Form S-3 filed with the Commission 
on May 21, 1997, (iv) Quarterly Report on Form 10-QSB for 
the quarter ended March 31, 1997; (v) Risk Factors, attached 
hereto as Exhibit 4.4, and (vi) Proxy Statement dated April 
9, 1997 (collectively, the "Disclosure Documents").  The 
Purchaser has requested, received, reviewed and considered 
all information it deems relevant in making a decision to 
execute this Agreement and to purchase the Shares.  In 
making its investment decision to purchase the Shares, the 
Purchaser is not relying on any oral or written 
representations or assurances from the Company or any other 
person or any representation of the Company or any other 
person other than as set forth in this Agreement, or the 
Disclosure Documents.

		4.5	Economic Risk.  The Purchaser understands and 
acknowledges that an investment in the Shares involves a 
high degree of risk.  The Purchaser acknowledges that there 
are limitations on the liquidity of the Shares.  The 
Purchaser represents that the Purchaser is able to bear the 
economic risk of an investment in the Shares, including a 
possible total loss of investment.  The Purchaser has such 
knowledge and experience in financial and business matters 
that the Purchaser is capable of evaluating the merits and 
risks of the investment in the Shares to be received by the 
Purchaser; and that the Purchaser is sophisticated 
accredited investor with experience with development stage 
issuers engaged in biotech and pharmaceutical businesses.

		4.6	No Conflicts.  The execution of and 
performance of the transactions contemplated by this 
Agreement and compliance with its provisions by the 
Purchaser will not conflict with or result in any breach of 
any of the terms, conditions or provisions of, or constitute 
a default under, or require a consent or waiver under any 
indenture, lease, agreement or other instrument to which the 
Purchaser is a party or by which it or any of its properties 
are bound, or violate any decree, judgment, order, statute, 
rule, regulation or other provision of law applicable to the 
Purchaser, which violation would prevent, impair, hinder or 
delay the consummation of the transactions contemplated by 
this Agreement.

		4.7	Governmental Consents.  No consents, 
approval, order or authorization of, or regulation, 
qualification, designation, declaration or filing with, any 
governmental authority is required on the part of the 
Purchaser in connection with the execution and delivery of 
this Agreement or the purchase of the Shares or the other 
transactions to be consummated at any Closing, as 
contemplated by this Agreement.

		4.8	Brokers, Etc.  The Purchaser has dealt with 
no broker, finder, commission agent or person in connection 
with the offer or sale of the Shares and the transactions 
contemplated by this Agreement and neither the Purchaser nor 
the Company is under any obligation to pay any broker's 
fees, finder's fees, or other fees or commissions in 
connection with such transactions as a result of any action 
by the Purchaser.

	5.	Conditions to the Obligations of the Purchaser at 
the Closings.  Notwithstanding anything to the contrary 
contained herein, the obligation of the Purchaser to 
purchase Shares at each of the Closings is subject to the 
fulfillment, or the waiver  by the Purchaser, of each of the 
following conditions on or before each Closing:

		5.1	Accuracy of Representations and Warranties.  
Each representation and warranty of the Company contained in 
Section 3 hereof shall be true on and as of each Closing 
Date in all material respects with the same effect as though 
such representation and warranty had been made on and as of 
that date.

		5.2	Performance.  The Company shall have 
performed and complied in all material respects with all 
agreements and conditions contained in this Agreement and 
the Collaboration and Sale/License Agreement required to be 
performed or complied with by the Company prior to or at 
each Closing.

		5.3	Qualifications.  There shall not be in effect 
any law, rule or regulation prohibiting or restricting the 
sale and issuance of the Shares or requiring any consent or 
approval of any person or governmental entity which shall 
not have been obtained prior to the issuance of the Shares 
in such Closing.

		5.4	Collaboration and Sale/License Agreement.  
The Company and the Purchaser shall have executed and 
delivered the Collaboration and Sale/License Agreement, and 
that as of each Closing Date, the Collaboration and 
Sale/License Agreement shall be a validly existing 
agreement.

		5.5	Proceedings and Documents.  All corporate or 
other proceedings in connection with the transactions 
contemplated at such Closing and all documents incident 
thereto shall be reasonably satisfactory in form and 
substance to the Purchaser and its counsel and the Purchaser 
shall have received all such counterpart original and 
certified or other copies of such documents as it may 
reasonably request.

		5.6	Issuance of Shares.  The Company shall have 
taken all steps necessary to instruct its transfer agent to 
issue a share certificate or certificates representing the 
Shares issued in such Closing.

		5.7	Compliance Certificate.  An authorized 
officer of the Company shall have delivered to the Purchaser 
a certificate certifying that the conditions specified in 
Sections 5.1, 5.2, and 5.3 have been fulfilled and stating 
that there shall have been no adverse change in the 
business, affairs, properties, assets or conditions of the 
Company since the Effective Date, except as otherwise 
disclosed in any report or other document filed by the 
Company with the Commission under the Securities Act or the 
Exchange Act from the date hereof through the applicable 
Closing Date.

	6.	Conditions to the Obligations of the Company. 
Notwithstanding anything to the contrary contained herein, 
the obligations of the Company to issue, sell and deliver at 
each Closing the Shares are subject to fulfillment, on or 
before each Closing Date, of each of the following 
conditions:

		6.1	Accuracy of Representations and Warranties.  
Each representation and warranty of the Purchaser contained 
in Section 4 hereof shall be true on and as of each Closing 
Date in all material respects with the same effect as though 
such representation and warranty had been made on and as of 
that date.

		6.2	Performance.  The Purchaser shall have 
performed and complied in all material respects with all 
agreements and conditions contained in this Agreement and 
the Collaboration and Sale/License Agreement required to be 
performed or complied with by the Purchaser prior to or at 
each Closing.

		6.3	Qualifications.  There shall not be in effect 
any law, rule or regulation prohibiting or restricting the 
sale and issuance of the Shares or requiring any consent or 
approval of any person or governmental entity which shall 
not have been obtained prior to the issuance of the Shares 
in such Closing.

		6.4	Collaboration and Sale/License Agreement.  
The Company and the Purchaser shall have executed and 
delivered the Collaboration and Sale/License Agreement, and 
that as of each Closing Date, the Collaboration and 
Sale/License Agreement shall be a validly existing 
agreement.

		6.5	Required Payment.  The Purchaser shall have 
delivered in accordance with this Agreement and the 
Collaboration and Sale/License Agreement the purchase price 
of $500,000 (with respect to the First Closing), the 
purchase price of $350,000 (with respect to the Second 
Closing), and all amounts as required to be paid by the 
Purchaser pursuant to the terms of the Collaboration and 
Sale/License Agreement.

		6.6	Compliance Certificate.  An authorized 
officer of the Purchaser shall have delivered to the Company 
a certificate certifying that the conditions specified in 
Sections 6.1, 6.2, and 6.3 have been fulfilled.

	7.	Transfer Restrictions and Registration.

		7.1	Legend.  Unless and until otherwise 
permitted, each certificate representing the Shares shall be 
stamped or otherwise imprinted with a legend in 
substantially the following form:

	"THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT 
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS 
AMENDED, OR ANY STATE SECURITIES LAW.  NO TRANSFER, SALE OR 
OTHER DISPOSITION OF THESE SHARES MAY BE MADE UNLESS A 
REGISTRATION STATEMENT WITH RESPECT TO THESE SHARES HAS 
BECOME EFFECTIVE UNDER SAID ACT, OR SYMBOLLON CORPORATION IS 
FURNISHED WITH AN OPINION OF COUNSEL SATISFACTORY IN FORM 
AND SUBSTANCE TO IT THAT SUCH REGISTRATION IS NOT 
REQUIRED."

	"THE SHARES ARE SUBJECT TO CERTAIN RESTRICTIONS ON 
THEIR TRANSFER, SALE OR OTHER DISPOSITION AND ARE SUBJECT TO 
CERTAIN REDEMPTION PROVISIONS PURSUANT TO A STOCK PURCHASE 
AGREEMENT DATED AUGUST 4, 1997.  A COPY OF WHICH IS 
AVAILABLE UPON WRITTEN REQUEST OF SYMBOLLON CORPORATION 
WITHOUT CHARGE."

and any legend required by any applicable state securities 
laws.

		7.2	Required Registration.  The Purchaser shall 
have the right, exercisable upon written notice to the 
Company, to request the Company to file a registration 
statement on the Form S-3 (or other applicable form, as the 
Company determines appropriate) covering the Base Shares 
purchased hereunder after the fourth anniversary of the date 
of this Agreement.  Upon receipt of any such notice, the 
Company shall, as expeditiously as possible, use 
commercially reasonable efforts to effect such registration, 
obtain any governmental approval and effect listing with any 
securities exchange on which the stock of the Company is 
then listed, which may be required to permit the Purchaser 
to dispose of the Shares.  The Company shall use its 
commercially reasonable efforts to maintain the 
effectiveness of the registration statement until the first 
to occur of (i) the completion of the distribution of the 
Shares covered thereby, (ii) such time as the Shares covered 
thereby may be sold without restrictive legend under Rule 
144 or other exemption from the registration requirements of 
the Securities Act, or (iii) 90 days from the effective date 
of the registration statement.  The Company agrees to keep 
the registration statement current during such period.  The 
Company's obligation shall be limited to one registration 
covering the Base Shares.

	The Purchaser shall have the right, exercisable upon 
written notice to the Company, to request the Company to 
file a registration statement on the Form S-3 (or other 
applicable form, as the Company determines appropriate) 
covering the Additional Shares purchased hereunder after the 
seventh anniversary of the date of this Agreement.  Upon 
receipt of any such notice, the Company shall, as 
expeditiously as possible, use commercially reasonable 
efforts to effect such registration, obtain any governmental 
approval and effect listing with any securities exchange on 
which the stock of the Company is then listed, which may be 
required to permit the Purchaser to dispose of the Shares.  
The Company shall use its commercially reasonable efforts to 
maintain the effectiveness of the registration statement 
until the first to occur of (i) the completion of the 
distribution of the Shares covered thereby, (ii) such time 
as the Shares covered thereby may be sold without 
restrictive legend under Rule 144 or other exemption from 
the registration requirements of the Securities Act, or 
(iii) 90 days from the effective date of the registration 
statement.  The Company agrees to keep the registration 
statement current during such period.  The Company's 
obligation shall be limited to one registration covering the 
Additional Shares.

	Notwithstanding anything contained in this Section 7.2 
to the contrary, the Company shall not be obligated to 
effect a registration covering the Shares if at the time of 
request, all such Shares can be immediately sold without 
restrictive legend under Rule 144 or other exemption from 
the registration requirements of the Securities Act.  The 
Company shall not be required to cause a registration 
statement to become effective pursuant to this Section 7.2 
prior to 120 days following the effective date of the most 
recent registration by the Company under the Securities Act.

		7.3	Piggy-Back Registration Rights.  With regard 
to the Base Shares and the Additional Shares, if the Company 
at any time after the fourth and the seventh anniversary, 
respectively, proposes to register under the Securities Act 
any of its Common Stock on any form on which the Shares may 
be included, except shares to be issued in connection with 
any acquisition of any entity or business, shares issuable 
upon the exercise of stock options or shares issuable 
pursuant to employee benefit plans, it will each such time 
give written notice to the Purchaser of its intention to do 
so.  If the Purchaser desires to have any of its Shares 
purchased hereunder included in such registration, it shall, 
within 20 days after it receipt of such notice from the 
Company, notify the Company of the number of shares which it 
desires to have so included and the manner in which it 
proposes to dispose of such Shares.  The Company will cause 
all such Shares requested to be registered by the Purchaser 
to be registered or qualified to the extent requisite to 
permit the sale or other disposition thereof in the manner 
described by the Purchaser; provided, however, that if, in 
connection with the offering of Common Stock pursuant to a 
registration under the Securities Act, such offering 
includes shares of Common Stock being sold by the Company 
and the managing underwriter shall impose a limitation on 
the number of shares of the Common Stock which may be 
included in any such registration statement because, in its 
judgment, such limitation is necessary to effect an orderly 
public distribution and such limitation is imposed pro rata 
with respect to all securities which have an incidental or 
"piggy back" rights to be included in the registration 
statement, then the Company shall be obligated to include in 
such registration statement only such limited portion of the 
Shares which it has been requested hereunder to include.

	In connection with any such offering, the Purchaser 
shall execute such agreements as the underwriters shall 
reasonably request, including without limitation "lock-up" 
agreements.  Notwithstanding anything contained in this 
Section 7.3 to the contrary, the Company shall not be 
required to offer the Purchaser the right to participate in 
more than two offerings.

		7.4	Non-public Information.  Notwithstanding 
anything to the contrary in this Section 7, the Company 
shall have the right (i) to defer the initial filing or 
request for acceleration of effectiveness of any 
registration or (ii) after effectiveness, to suspend 
effectiveness of any such registration statement, if, in the 
good faith judgment of the board of directors of the 
Company, such delay in filing or requesting acceleration of 
effectiveness or such suspension of effectiveness is 
necessary in light of the existence of material non-public 
information (financial or otherwise) concerning the Company 
disclosure of which at the time is not, in the opinion of 
the board of directors of the Company, (A) otherwise 
required and (B) in the best interests of the Company; 
provided however that the Company will use its commercially 
reasonable efforts to terminate such delay or suspension as 
soon as practicable.

		7.5	Payment of Expenses.  The Company shall bear 
the expense (excluding underwriting commissions, dealers' 
fees, brokers' fees, concessions applicable to the Shares, 
legal fees and expenses of the Purchaser and any out-of-
pocket expenses of the Purchaser) of all registrations 
pursuant to this Section 7.

		7.6	Indemnification.  The Company hereby agrees 
to indemnify and hold harmless the Purchaser and any 
underwriter against all losses, claims, damages, liabilities 
and expenses (under the Applicable Securities Laws, or 
common law or otherwise) caused by any untrue statement or 
alleged untrue statement of a material fact contained in any 
registration statement or prospectus (and as amended or 
supplemented if the Company shall have furnished any 
amendments or supplements thereto) or any preliminary 
prospectus or any other document prepared and/or furnished 
to the Purchaser incident to such registration statements or 
prospectus, or caused by any omission or alleged omission to 
state therein a material fact required to be stated therein 
or necessary to make the statements therein complete or not 
misleading except insofar as such losses, claims, damages, 
liabilities or expenses are caused by any untrue statement 
or omission contained in information furnished in writing to 
the Company by the Purchaser expressly for use therein.  In 
connection with any registration statement in which the 
Purchaser is participating, and as a condition to the 
obligation of the Company to cause any Shares of the 
Purchaser to be included in a registration statement 
pursuant to this Section 7, the Purchaser will furnish to 
the Company in writing such information as shall reasonably 
be requested by the Company for use in any such registration 
statement or prospectus and will indemnify, severally and 
not jointly, the Company, its directors and officers, each 
person, if any, who controls the Company within the meaning 
of the Applicable Securities Laws, such underwriters and 
each person who controls such underwriters within the 
meaning of the Applicable Securities Laws, against any 
losses, claims, damages, liabilities and expenses resulting 
from any untrue statement or alleged untrue statement of a 
material fact or any omission or alleged omission of a 
material fact required to be stated in the registration 
statement or prospectus and necessary to make the statements 
therein complete or not misleading, but only to the extent 
that such untrue statement or omission is contained in 
information so furnished in writing by the Purchaser 
expressly for use therein.

	Promptly after receipt by any person entitled to 
indemnity hereunder (the "Indemnified Party") of notice of 
the commencement of any action in respect of which indemnity 
may be sought against another party hereunder (the 
"Indemnifying Party") such Indemnified Party will notify 
the Indemnifying Party in writing of the commencement 
thereof, and, subject to the provisions hereinafter stated, 
the Indemnifying Party shall assume the defense of such 
action (including the employment of counsel, who shall be 
counsel reasonably satisfactory to such Indemnified Party), 
and the payment of expenses as incurred insofar as such 
action shall relate to any alleged liability in respect of 
which indemnity may be sought against the Indemnifying 
Party.  Such Indemnified Party shall have the right to 
employ separate counsel in any such action and to 
participate in the defense thereof but the fees and expenses 
of such counsel shall not be at the expense of the 
Indemnifying Party unless (i) the employment of such counsel 
has been specifically authorized by the Indemnifying Party 
or (ii) the Indemnifying Party shall have failed to assume 
the defense of such action or proceeding.  The Indemnifying 
Party shall not be liable to indemnify any person for any 
settlement of any such action effected without the 
Indemnifying Party's consent, which consent shall not be 
unreasonably withheld or delayed.

	If the indemnification provided for in this Section is 
held by a court of competent jurisdiction to be unavailable 
to the Indemnified Party with respect to any loss, 
liability, claim, damage or expense referred to herein, then 
the Indemnifying Party, in lieu of indemnifying such 
Indemnified Party hereunder, shall contribute to the amount 
paid or payable by such Indemnified Party as a result of 
such loss, liability, claim, damage or expense in such 
proportion as is appropriate to reflect the relative fault 
of the Indemnifying Party on the one hand and of the 
Indemnified Party on the other hand in connection with the 
statements or omissions which resulted in such loss, 
liability, claim, damage or expense as well as any other 
relevant equitable considerations.  The relevant fault of 
the Indemnifying Party and the Indemnified Party shall be 
determined by reference to, among other things, whether the 
untrue or alleged untrue statement of a material fact or the 
omission to state a material fact relates to information 
supplied by the Indemnifying Party or by the Indemnified 
Party and the parties' relative intent, knowledge, access to 
information and opportunity to correct or prevent such 
statement or omission.

		7.7	Exchange Act Registration Requirements.  The 
Company shall use its commercially reasonable efforts to 
remain subject to the reporting requirements of either 
Section 13 or Section 15(d) of the Exchange Act.  The 
Company shall file with the Commission in a timely manner 
such information as the Commission may require under either 
of said Sections, and shall take all reasonable action as 
may be required to be taken under the Exchange Act to permit 
sales of the Shares pursuant to Rule 144 (or any similar or 
successor exemptive rule hereafter in effect) and the use of 
Form S-3 (or any similar form which hereafter may be 
promulgated under the Securities Act) for registration of 
the Shares.

		7.8	Notice.  The Company shall provide notice to 
the Purchaser of any "stop order" or other notice 
affecting the Purchaser's right to sell the Shares under any 
effective registration statement.

	8.	Covenants of the Purchaser.

	8.1	Transfer Restrictions.  On or before the 
fourth anniversary of this Agreement, B&L shall not, 
directly or indirectly, transfer, sell, assign or otherwise 
encumber the Base Shares except as noted below.  Starting 
with the payment due pursuant to Section 6.2(c) of the 
Collaboration and Sale/License Agreement, and for each 
payment due on or before the fourth anniversary of this 
Agreement, B&L shall have the right to offset a portion of 
the payment then due with up to 50% of the Base Shares; 
provided, that for the payment due pursuant to Section 
6.2(e) of the Collaboration and Sale/License Agreement such 
offset may be up to 100% of the Base Shares.  The Base 
Shares shall be valued at their original Market Price per 
share.  At any time on or before the fourth anniversary of 
this Agreement, Symbollon shall have a right to purchase 
some or all of the Base Shares from B&L at their original 
Market Price per share.
	On or before the seventh anniversary of this Agreement, 
B&L shall not, directly or indirectly,  transfer, sell, 
assign or otherwise encumber the Additional Shares except as 
noted below.  Starting with the payment due pursuant to 
Section 6.2(e) of the Collaboration and Sale/License 
Agreement, and for each payment due on or before the seventh 
anniversary of this Agreement, B&L shall have the right to 
offset a portion of the payment then due with up to one 
hundred seventy thousand dollars ($170,000) of the 
Additional Shares; provided, that for the payment due 
pursuant to Section 6.2(g) of the Collaboration and 
Sale/License Agreement such offset may be up to 100% of the 
Additional Shares; and provided, further, that for any 
payment (except for the payment due pursuant to Section 
6.2(g) of the Collaboration and Sale/License Agreement) that 
B&L has a right to offset a portion of such payment with 
both Base Shares and Additional Shares, B&L shall only be 
allowed to offset such payment with an amount of Additional 
Shares such that the offset does not exceed one hundred 
seventy thousand ($170,000) of the Shares.  The Additional 
Shares shall be valued at their original Market Price per 
share.  At any time on or before the seventh anniversary of 
this Agreement, Symbollon shall have a right to purchase 
some or all of the Additional Shares from B&L at their 
original Market Price per share.
	For purposes of B&L's right to offset payments with the 
Shares and Symbollon's right to purchase the Shares, the 
Shares shall be offset and purchased, as the case may be, in 
the order in which the Shares were originally purchased from 
Symbollon.  The Base Shares shall be deemed to have been 
purchased prior to the Additional Shares.

		8.2	Voting Agreement.  The Purchaser agrees that 
it, and its affiliates, shall vote any shares of the Common 
Stock, including the Shares, in such manner as the Company's 
Board of Directors shall recommend and, in the absence of 
any such recommendation, the same proportion as the other 
outstanding voting shares of Symbollon are voted on any 
matter submitted to the shareholders for consideration; 
provided, however, that the foregoing voting requirement 
shall not apply to the Purchaser in any transaction which is 
not approved by the Company's Board of Directors or in the 
event of a proposed merger or combination or sale of 
substantially all of the assets of the Company to a 
competitor of the Purchaser.

		8.3	Forfeiture.  If the Collaboration and 
Sale/License Agreement is terminated before the payments 
required pursuant to Sections 6.2(a) through (g) of the 
Collaboration and Sale/License Agreement are made by the 
Purchaser, then the Purchaser shall transfer the Additional 
Shares held by the Purchaser to Symbollon for no 
consideration.

		8.4	Standstill.  Except for the Shares, prior to 
the seventh anniversary of this Agreement, B&L, and its 
affiliates, shall not acquire any securities of the Company 
without the Company's consent.

		8.4	Redemption Rights.  If the Collaboration and 
Sale/License Agreement is terminated by B&L pursuant to 
Sections 16.2 or 16.3 thereof prior to the fourth 
anniversary of this Agreement, then after the completion of 
each calendar year thereafter which ends prior to the 
seventh anniversary of this Agreement, B&L shall have the 
right to require the Company to purchase at their original 
Market Price per share that number of the Base Shares then 
outstanding equal to twenty-five percent (25%) of the 
Company's positive cash flows from operating activities, as 
determined under generally accepted accounting principles, 
for that calendar year.  B&L may exercise its right to 
require redemption in accordance with this Section 8.4 for a 
given calendar year by sending written notice to the Company 
within 30 days of its receipt of the Company's audited 
financial statements for such year.

	9.	Definitions.  When used in this Agreement, the 
following terms shall have the meanings indicated.

		"Additional Shares" mean the remaining one 
hundred fifty thousand dollars ($150,000) of the Shares 
purchased by the Purchaser from the Company on the First 
Closing Date after subtracting the Base Shares, together 
with the Shares purchased by the Purchaser from the Company 
on the Second Closing, if and when purchased.

		"Applicable Securities Laws" means the 
applicable Federal and state securities laws.

		"Base Shares" mean three hundred fifty thousand 
dollars ($350,000) of the Shares purchased by the Purchaser 
from the Company on the First Closing Date.

		"Class A Common Stock" means the Company's Class 
A Common Stock, $.001 par value per share.

		"Class B Common Stock" means the Company's Class 
B Common Stock, $.001 par value per share.

		"Closing" shall have the meaning specified in 
Section 2.

		"Collaboration and Sale/License Agreement" shall 
have the meaning specified on the first page hereof.

		"Commission" means the Securities and Exchange 
Commission.

		"Common Stock" means the Class A Common Stock.

		"Company" means Symbollon Corporation, a 
Delaware corporation.

		"Disclosure Documents" shall have the meaning 
specified in Section 4.4.

		"Exchange Act" means the Securities Exchange Act 
of 1934, as amended.

		"First Closing" shall have the meaning specified 
in Section 2.

		"First Closing Date" shall have the meaning 
specified in Section 2.

		"First Closing Shares" shall have the meaning 
specified in Section 1.2.

		"Indemnified Party" shall have the meaning 
specified in Section 7.6.

		"Indemnifying Party" shall have the meaning 
specified in Section 7.6.

		"Market Price" shall have the meaning specified 
in Section 2.

		"Material Adverse Effect" means a material 
adverse effect on the business, prospects, condition 
(financial or otherwise), assets or results of operations of 
the Company taken as a whole.

		"Purchaser" means Bausch & Lomb Pharmaceuticals, 
Inc., and any subsequent valid transferee.

		"Second Closing" shall have the meaning 
specified in Section 2.

		"Second Closing Date" shall have the meaning 
specified in Section 2.

		"Second Closing Shares" shall have the meaning 
specified in Section 1.2.

		"Securities Act" means the Securities Act of 
1933, as amended.

		"Shares" shall have the meaning specified in 
Section 1.2.

		"Units" means securities of the Company each of 
which consist of one share of Class A Common Stock, one 
Class A Warrant and one Class B Warrant.

	10.	Notices.  All notices, requests, consents, and 
other communications under this Agreement shall be in 
writing and shall be delivered in person with receipt 
acknowledged or mailed by first class certified or 
registered mail, return receipt requested, postage prepaid, 
by reputable overnight mail or courier, with receipt 
confirmed, or by telecopy and confirmed by telecopy 
answerback, addressed as follows:

	If to the Company:

			Symbollon Corporation
			37 Loring Drive
			Framingham, Massachusetts 01702
			Telephone: (508) 620-7676
			Telecopy: (508) 620-7111
			Attn: President

	 With a copy to:

			William P. Gelnaw, Jr., Esq.
			Choate, Hall & Stewart
			Exchange Place
			53 State Street
			Boston, MA  02109
			Telephone:  (617)-248-5000
			Fax:  (617)-248-4000

	 To B&L:

			Bausch & Lomb Pharmaceuticals, Inc.
			8500 Hidden River Parkway
			Tampa, FL  33637
			Telephone:  (800) 227-1427
			Fax:  (813) 975-7774
			Attention:  President


	 With copy to:

			Bausch & Lomb, Incorporated
			One Bausch & Lomb Place
			Rochester, N.Y.  14604-2701
			Telephone:  (716) 338-8600
			Fax:  (716) 338-8017
			Attention:  General Counsel

or at such other address or addresses as may have been 
furnished in writing by any party to the other in accordance 
with the provisions of this Section 10.  Notices and other 
communications provided in accordance with this Section 10 
shall be deemed delivered upon receipt.

	11.	Entire Agreement.  This Agreement, together with 
the Exhibits and documents incorporated by reference herein, 
embodies the entire agreement and understanding between the 
parties hereto with respect to the subject matter hereof and 
supersedes all prior agreements and understandings relating 
to such subject matter.

	12.	Amendments and Waivers.  Except as otherwise 
expressly set forth in this Agreement, any term of this 
Agreement may be amended and the observance of any term of 
this Agreement may be waived (either generally or in a 
particular instance and either retroactively or 
prospectively), only with the written consent of the Company 
and the Purchaser.  Any amendment or waiver effected in 
accordance with this Section 12 shall be binding upon each 
party.  No waivers of or exceptions to any terms, condition 
or provision of this Agreement, in any one or more 
instances, shall be deemed to be, or construed as, a further 
or continuing waiver of any such term, condition or 
provision.

	13.	Counterparts.  This Agreement may be executed in 
one or more counterparts, each of which shall be deemed to 
be an original, but all of which shall be one and the same 
document.

	14.	Section Headings.  The section headings are for 
the convenience of the parties and in no way alter, modify, 
amend, limit, or restrict the contractual obligations of the 
parties.

	15.	Severability.  The invalidity or unenforceability 
of any provision of this Agreement shall not affect the 
validity or enforceability of any other provision of this 
Agreement.

	16.	Governing Law.  This Agreement shall be governed 
by and construed in accordance with the law of The 
Commonwealth of Massachusetts.

	17.	Successors and Assigns.  This Agreement shall be 
binding upon the parties hereto and their respective 
successors and assigns and shall inure to the benefit of the 
parties hereto, provided that B&L (and any subsequent 
permitted Purchaser) may not assign its rights hereunder 
without the prior written consent of the Company.

	IN WITNESS WHEREOF, the parties have executed and 
delivered this Agreement as of the date first above written.


SYMBOLLON CORPORATION	           BAUSCH & LOMB PHARMACEUTICALS, INC.



By:__________________________	   By:_______________________________
   Paul C. Desjourdy,	              Thomas Riedhammer,
   Executive Vice President         President
    and Chief Financial
    Officer


                          EXHIBIT 4.4

                         RISK FACTORS

	An investment in the securities offered hereby involves 
a high degree of risk.  Prior to making an investment, the 
Purchaser should carefully consider the following factors, 
as well as others described elsewhere in the Disclosure 
Documents, relating to the business of the Company and the 
securities offered hereby.

	Development Stage Company; Early Stage of Product 
Development; No Assurance of Successful Product Development.  
The Company is in the development stage and has not 
conducted any significant operations to date or received any 
operating revenues,  except for revenues from the sale of 
the Company's bovine teat sanitizer, marketed under the name 
IodoZyme(R), which the Company began shipping in early 1995, 
and license fees and contract revenues.  Potential  
investors should be aware of the  problems, delays, expenses 
and difficulties encountered by an enterprise in the 
Company's stage of development, many of which may be beyond 
the Company's control.  These include, but are not limited 
to, unanticipated problems relating to product development, 
testing, regulatory compliance, manufacturing costs, 
production, the competitive and regulatory environment in 
which the Company plans to operate, marketing problems and 
additional costs and expenses that may exceed current 
estimates. Products under development by the Company will 
require additional development and investment prior to 
obtaining regulatory approvals and commercialization.  There 
can be no assurance that such products will be successfully 
developed, meet applicable regulatory standards, be capable 
of production in commercial quantities at reasonable costs 
or be successfully marketed.

	Risks Associated With Uncertainties Of Clinical Trials.  
Most of the Company's proposed therapeutic products are 
required to obtain approval from the United States Food and 
Drug Administration ("FDA") prior to marketing such products 
in the United States and the approval of foreign regulatory 
authorities to commercialize such proposed products in other 
countries.  To obtain such approvals, the Company is 
required to prove the safety and efficacy of its proposed 
products through extensive preclinical studies and clinical 
trials.  The Company's proposed therapeutic products are in 
various stages of pre-clinical development.  The completion 
of clinical trials regarding any of such proposed products 
is dependent upon many factors including the rate of patient 
enrollment and the heterogeneity of the patients and 
indications to be treated.  Delays in patient enrollment, as 
well as the heterogeneity of patients and indications to be 
treated, may result in increased trial costs and delays in 
FDA submissions, which could have a material adverse effect 
on the Company.

	A number of companies in the biotechnology and 
pharmaceutical industries have suffered significant setbacks 
in clinical trials, even after showing promising results in 
earlier studies or trials.  Therefore, any favorable results 
the Company may obtain in the future in preclinical studies 
and clinical trials of its proposed products may not be 
predictive of results that will ultimately be obtained in or 
throughout such preclinical studies and clinical trials.  
There can be no assurance that the Company will not 
encounter problems in its clinical trials that will cause 
the Company to delay or suspend its development efforts and 
any proposed clinical trials for its proposed products, that 
any clinical trial will be completed at all, that such 
testing will ultimately demonstrate the safety or efficacy 
of such proposed products or that any proposed products will 
receive regulatory approval on a timely basis, if at all.  
If any such problems occur, the Company could be materially 
and adversely affected.

	No Assurance Of Regulatory Approvals; Potential Delays.  
The Company's proposed products will be subject to 
regulation by the FDA and comparable agencies in foreign 
countries.  The regulatory approval process often takes a 
number of years and requires the expenditure of substantial 
funds.  In the United States, the FDA enforces, where 
applicable, development, testing, labeling, manufacturing, 
registration, notification, clearance or approval, 
marketing, distribution, recordkeeping and reporting 
requirements for new drugs, medical devices, biologics and 
cosmetics.  In addition, there can be no assurance that 
government regulations applicable to the Company's products 
or the interpretation of those regulations will not change 
and thereby prevent the Company from marketing some or all 
of its products temporarily or permanently.  There can be no 
assurance that any proposed products that may be developed 
by the Company will be able to satisfy the current 
requirements and regulations of the FDA or comparable 
foreign agencies.  There can be no assurance that the 
Company's proposed products will ever obtain the regulatory 
clearance or approval required for marketing.  Therapeutic 
products currently being developed utilizing the Company's 
iodine technologies will likely be regulated as new drugs 
products, each of which faces a substantially more 
burdensome regulatory approval process than that applicable 
to most medical devices.

	Whether or not FDA approval has been obtained, approval 
of a drug by comparable regulatory authorities in other 
countries must be obtained prior to marketing the product in 
those countries.  The approval process varies by country and 
the time required may be longer or shorter than that 
required for FDA approval.  Approval of a drug for sale in 
one country does not ensure approval in other countries.  
The results of Phase I or Phase II studies are not 
necessarily indicative of the efficacy or safety of a drug 
candidate for human therapeutic use.  There can be no 
assurance that clinical testing will provide evidence of 
safety and efficacy in humans or that regulatory approvals 
will be granted for any of the Company's products. 
Manufacturers of therapeutic products are required to obtain 
FDA approval of their manufacturing facilities and 
processes, to adhere to applicable standards for 
manufacturing practices and to engage in extensive 
recordkeeping and reporting.  Failures to obtain or delays 
in obtaining regulatory approvals would adversely affect the 
manufacturing and marketing of the Company's products, the 
Company's financial position and the Company's revenues or 
royalties.  When and if approvals are granted, the Company, 
the approved drug, the manufacture of such drug and the 
facilities in which such drug is manufactured are subject to 
ongoing regulatory review.  Subsequent discovery of 
previously unknown problems may result in restriction on a 
product's use or withdrawal of the product from the market.  
Adverse government regulation that might arise from future 
legislative or administrative action, particularly as it 
relates to healthcare reform and product pricing, cannot be 
predicted.

	Teat sanitizers, although considered animal drugs by 
the FDA, do not currently require clearance by the FDA prior 
to marketing.  The FDA, however, has recently issued draft 
voluntary guidelines governing teat dips and no assurance 
can be made that clearance by the FDA will not be required 
in the future.  Required compliance with these guidelines or 
other FDA requirements, the probability of which cannot 
currently be ascertained by the Company, would have a 
significant adverse effect on the marketing of IodoZyme and, 
consequently, on the Company's results of operations.  The 
Federal Environmental Protection Agency ("EPA") has 
regulations covering many of the same areas for many of the 
Company's  products and proposed products.  In addition,  
the United States Department of Agriculture ("USDA") may 
regulate, on either a voluntary or mandatory basis, products 
which the Company may develop for sanitizing food or food 
contact surfaces.  Comparable state and local agencies may 
have similar regulations.

	Uncertain Market Acceptance of Proposed Products.  The 
Company's future growth and profitability will depend, in 
large part, on the acceptance by the medical community of 
the Company's proposed products.  This acceptance will be 
substantially dependent on educating the medical community 
as to the full capabilities, distinctive characteristics, 
perceived benefits and clinical efficacy of the Company's 
proposed products.  There can be no assurance that the 
Company's efforts or those of others on its behalf will be 
successful or that any of the Company's proposed products 
will receive the necessary market acceptance.  Failure of 
the Company's proposed products to gain market acceptance 
would have a material adverse effect on the Company.

	Risk Of Not Obtaining Manufacturing Facility And 
Experienced Manufacturing Personnel And/Or Establishing 
Manufacturing Arrangements With Others.  The Company intends 
to seek out contracts to obtain sufficient manufacturing 
capabilities to allow for production of its proposed 
therapeutic products in quantities sufficient to support its 
anticipated clinical needs.  To be successful, however, the 
Company must be capable of manufacturing or contracting for 
the manufacture of its products in commercial quantities, in 
compliance with regulatory requirements and at acceptable 
costs.  While the Company has manufacturing experience 
regarding IodoZyme, the Company has no experience in large 
scale commercial manufacturing of therapeutic products.  The 
Company intends to enter into contractual arrangements to 
manufacture its proposed products at such time, if ever, 
that such products are successfully developed.  There can be 
no assurance that the Company will be able to enter into any 
such arrangements on acceptable terms, or at all, or that 
any manufacturer will be able to meet any demand for such 
products on a timely basis.  The Company's  dependence on 
third parties for manufacturing may adversely affect the 
Company's ability to develop and deliver products on a 
timely and competitive basis.  The Company may manufacture 
its proposed products directly at such time, if ever, that 
such products are successfully developed.  The Company has 
no experience with the direct manufacture of these proposed 
products.  The manufacture of these proposed products is 
complex and difficult, and will require the Company to 
attract and retain experienced manufacturing personnel and 
to obtain the use of a manufacturing facility in compliance 
with FDA and other regulatory requirements.  There can be no 
assurance that experienced personnel can be attracted to or 
retained by the Company, or that the Company will be able to 
obtain the financing necessary to manufacture these products 
directly.  In the event the Company continues to perform its 
current IodoZyme manufacturing activities in-house, 
additional manufacturing space and equipment may be 
necessary beyond 1997 as product volume increases.

	Dependence Upon Third Parties For Clinicals Development 
Of Proposed Products.  The Company has entered into 
strategic alliances for the clinical development of certain 
of its proposed products.  There can be no assurance that 
the Company will be successful in retaining the existing 
agreements, or be able to obtain satisfactory new agreements 
with strategic partners in other areas. In addition, there 
can be no assurance that the interests and motivations of 
any strategic partner would be or remain consistent with 
those of the Company or that such partner would successfully 
perform its obligations.

	Accumulated Deficit; Expectation of Future Losses; Need 
for Additional Financing.  At March 31, 1997, the Company 
had an accumulated deficit of $5,546,130, which deficiency 
has increased to date.  The Company will be required to 
conduct significant research, development and testing 
activities which, together with manufacturing, and other 
general and administrative expenses, are expected to result 
in operating losses for the foreseeable future.  There can 
be no assurance that the Company will ever have significant 
revenues or achieve profitable operations.  At March 31, 
1997, the Company had working capital of $1,503,808.  Based 
on its current operating plan, the Company believes it will 
have sufficient working capital to fund its operations for 
the next 12 months.  It is not expected that revenues from 
operations will be sufficient to enable the Company to 
complete the necessary regulatory approval process for its 
products currently under development, or if any such 
approval were obtained, to begin manufacturing or marketing 
such products on a commercial basis.  Given the Company's 
limited financial resources, the uncertainty of the 
development effort and the necessity for regulatory 
approval, there can be no assurance of ultimate success with 
respect to any  product development program or that 
resulting product, if any, will be commercially successful.  
Additionally, the Company's limited resources will require 
substantial support from corporate partners who would 
ultimately introduce the Company's products into the 
marketplace.  In addition to support from corporate 
partners, the Company may seek additional financing to fund 
its operating requirements.  There can be no assurance that 
the Company will be able to obtain such partnering 
arrangements or financing, or that such partnering 
arrangements or financing, if available, will be on 
acceptable terms.  In the event that the Company fails to 
raise any funds it requires, it may be necessary for the 
Company to cease operations or severely limit growth.

	Lack of Marketing Experience; Dependence on Outside 
Parties for Marketing and Distribution; Uncertainty of 
Market Acceptance of Products and Proposed Products.  The 
marketing and distribution of IodoZyme is conducted by West 
Agro pursuant to an exclusive marketing and supply agreement 
with the Company which covers IodoZyme as well as other 
products which may be developed for use in dairy facilities.  
The Company intends to rely on similar arrangements with 
others for the marketing and distribution of its products 
currently under development, if and when successfully 
developed and approved by applicable regulatory agencies.  
This results, and will result, in a lack of control by the 
Company over some or all of the marketing and distribution 
of such products.  Although the Company has entered into 
development agreements with parties experienced in the 
marketing of some of the Company's  proposed products, which 
development agreements contemplate future marketing 
arrangements, there can be no assurance that the Company 
will be able to enter into any marketing arrangements for 
such products, if and when developed, on terms acceptable to 
the Company or that any marketing efforts undertaken on 
behalf of the Company will be successful.  Although the 
Company has no present plans to do so, the Company may, in 
the future, determine to directly market certain of its 
proposed products.  The Company has no marketing experience 
and significant additional capital expenditures and 
management resources would be required to develop a direct 
sales force.  In the event the Company elects to engage in 
direct marketing activities, there can be no assurance that 
the Company would be able to obtain the requisite funds or 
attract and retain the human resources necessary to 
successfully market any of such products.

	The Company's future growth and profitability will 
depend, in large part, on the success of its personnel and 
others conducting marketing efforts on behalf of the Company 
in fostering acceptance among the various markets of the use 
of the Company's products as an alternative to other 
available products or otherwise.  The Company's success in 
marketing its products will be substantially dependent on 
educating its targeted markets as to the distinctive 
characteristics  and perceived benefits of the Company's 
products.  In this regard, West Agro, which acts as 
exclusive marketer and distributor of IodoZyme, also markets 
and distributes products which are directly competitive with 
IodoZyme.  There can be no assurance that the Company's 
efforts or the efforts of others will be successful or that 
any of the Company's products or proposed products will be 
favorably accepted among the targeted markets.

	Dependence Upon, and Need for, Key Personnel.  The 
Company does not currently have a President or Chief 
Executive Officer.  The Company is dependent on the services 
of Dr. Jack H. Kessler, the Chairman of the Board, Executive 
Vice President, Chief Scientific Officer, Secretary and a 
principal stockholder of the Company, and Paul C. Desjourdy, 
Executive Vice President, Chief Financial Officer, Treasurer 
and a director of the Company.  The loss of either of such 
individuals or a reduction  in the time devoted by such 
persons to the Company's business could have a material 
adverse effect on the Company's business.  The Company has 
obtained key-person life insurance coverage in the face 
amount of $1,000,000 for Dr. Kessler naming the Company as 
beneficiary  under such policy.  The Company's success also 
will depend, in large part, on its ability to attract and 
retain highly  qualified  scientific and business personnel, 
competition for which is intense.  There can be no assurance 
that the Company will be able to attract and retain the 
necessary personnel to implement its business plan.

	Intense Competition and Rapid Technological Change.  
The Company is engaged in rapidly evolving and highly 
competitive fields.  There are many companies, including 
large pharmaceutical and chemical companies, which have 
established a significant presence in the markets which the 
Company's  products and proposed products are designed to 
address.  Most of these companies have substantially greater 
capital resources,  research and development staffs, 
facilities and experience in obtaining regulatory approvals, 
as well as in the manufacturing, marketing and distribution 
of products, than the Company.  There can be no assurance 
that the Company's competitors will not succeed in 
developing technologies and products that are more effective 
and less costly than any products developed or being 
developed by the Company or which could render the Company's 
microbicide technology obsolete.

	Uncertain Protection of Patents and Proprietary Rights.  
The Company considers patent protection of its technology to 
be critical to its business prospects.  There can be no 
assurance that the Company's pending patent applications 
will issue as patents, that any issued patents will provide 
the Company with significant competitive advantages, or that 
challenges will not be instituted against the validity or 
enforceability of any patent owned by the Company or, if 
instituted, that such challenges will not be successful. The 
cost of litigation to uphold the validity and prevent 
infringement of patents can be substantial.  Furthermore, 
there can be no assurance that others will not independently 
develop similar or more advanced technologies or design 
around aspects of the Company's technology which may be 
patented, or duplicate the Company's trade secrets.  In some 
cases, the Company may rely on trade secrets to protect its 
innovations.  There can be no assurance that trade secrets 
will be established, or that secrecy obligations will be 
honored, or that others will not independently develop 
similar or superior technology.  To the extent that 
consultants, key employees  or other third parties apply 
technological information independently developed by them or 
by others to Company projects, disputes may arise as to the 
proprietary rights to such information which may not be 
resolved in favor of the Company.

	Materials Incompatibility.  An important aspect of the 
Company's present and future microbicides is that they must 
be compatible with the surfaces on which they come in 
contact.  The Company has ceased efforts to develop a 
microbicide for dental handpieces and renal control units as 
a result of staining and corrosion caused by required 
microbicide formulations, and the Company has encountered 
problems of staining in connection with its efforts to 
develop a high level disinfectant for flexible endoscopes.  
The Company continues to investigate the balance between the 
level of microbicidal efficacy and the need to avoid 
staining and corrosion.  For any proposed inanimate object 
product applications, staining or corrosion from a 
microbicide could be sufficient to limit or forestall 
regulatory approval of such microbicide or, if approved, 
could adversely affect market acceptance of such 
microbicide.  There can be no assurance that the Company 
will be successful in overcoming any problems of materials 
incompatibility.

	Potential Product Liability and Lack or Insufficiency 
of Insurance.  The Company's business will expose it to 
potential product liability risks which are inherent in the 
testing, manufacturing, marketing and sale of microbicide 
products for animal and human use.  If available, product 
liability insurance generally is expensive.  The Company 
currently has product liability insurance in amounts that it 
believes are adequate to protect it against  potential 
liabilities.  However, there can be no assurance to such 
effect or that the Company will be able to maintain such 
insurance on acceptable terms.  In the event of a successful 
suit against the Company, a lack or insufficiency of 
insurance coverage could have a material adverse effect on 
the Company's business and operations.

	Charge to Income in the Event of Release of 
Restrictions on Shares.  In connection with the Company's 
initial public offering, certain stockholders of the Company 
agreed to transfer an aggregate of 700,000 shares of Common 
Stock to the Company if the Company does not attain certain 
minimum earnings thresholds.  In the event the Company 
attains any of such earnings thresholds, the position of the 
Securities and Exchange Commission is that the release of 
these restrictions will be treated as expense to the Company 
which is nondeductible for income tax purposes.  (See "Note 
E - Capitalization" to the Company's Financial Statements 
set forth in the Annual Report on Form 10-KSB for the year 
ended December 31, 1996.)  Accordingly, the Company will, in 
the event of the release of the restrictions, recognize 
during the period in which the earnings thresholds are met 
or probable of being met, what could be a substantial one-
time  charge which would have the effect of substantially 
increasing the Company's loss or reducing or eliminating 
earnings, if any, at such time.  Although the amount of 
expense recognized by the Company will not affect the 
Company's total stockholders' equity, it may have a 
depressive effect on the market price of the Company's 
securities.

	Possible Adverse Effects of Authorization of Preferred 
Stock.  The Company's Certificate of Incorporation 
authorizes the issuance of 5,000,000 shares of preferred 
stock on terms which may be fixed by the Company's Board of 
Directors without further stockholder action.  The terms of 
any series of preferred stock, which may include priority 
claims to assets and dividends, and special voting rights, 
could adversely affect the rights of holders of the Class A 
Common Stock.  The issuance of such preferred stock could 
make the possible takeover of the Company or the removal of 
management of the Company more difficult, discourage hostile 
bids for control of the Company in which stockholders may 
receive premiums for their shares of Class A Common Stock, 
or otherwise dilute the rights of holders of Class A Common 
Stock and the market price of the Class A Common Stock.  The 
Company has no current plans to issue any shares of 
preferred stock.

	Possible Volatility of Stock Price.  The market prices 
for securities of emerging and development stage companies 
in general, and biopharmaceutical companies in particular, 
have historically been highly volatile.  Future 
announcements concerning the Company or its competitors, 
including the results of testing, technological innovations 
or new commercial products, government regulations, 
developments concerning proprietary rights, litigation or 
public concern as to safety of products developed by the 
Company or others, may have a significant adverse impact on 
the market price of the Company's securities.

	Shares Eligible For Future Sale; Outstanding Warrants 
And Options; Registration Rights.  Of the Company's 
2,913,234 shares of Class A Common Stock currently 
outstanding, 1,234,262 shares are "restricted securities," 
as defined in Rule 144 of the Securities Act, and all 
1,234,262 shares of Class A Common Stock are eligible for 
sale under Rule 144.  The Company is unable to predict the 
effect that sales made under Rule 144, or otherwise, may 
have on the then prevailing market price of the Common 
Stock.  Any substantial sale of restricted securities 
pursuant to Rule 144 may have an adverse effect on the 
market price of the Common Stock. 456,500 shares of Class A 
Common Stock issuable upon exercise of stock options have 
been registered on a registration statement on Form S-8.

	The Company has outstanding (i) Class A Warrants and 
Class B Warrants which could result in the issuance of 
4,372,080 additional shares of Class A Common Stock, and 
(ii) 456,500 shares of Class A Common Stock issuable upon 
exercise of options which have been granted under the 
Company's Option Plans (the "Plans").  In connection with 
the Company's IPO the Company issued Unit Purchase Options 
("UPO") to the underwriter of the IPO which UPO's are 
convertible into 100,000 shares of Class A Common Stock, 
100,000 Class A Warrants and 100,000 Class B Warrants.  The 
foregoing options and warrants are likely to be exercised at 
a time when the Company might be able to obtain additional 
equity capital on more favorable terms.  In addition, to the 
extent they are exercised, they will decrease the percentage 
of the Company owned by the Company's stockholders.  While 
these options and warrants are outstanding, they may 
adversely affect the terms on which the Company could obtain 
additional capital.  The Company cannot predict the effect, 
if any, that market sales of Class A Common Stock, the 
exercise of options or warrants or the availability of such 
Class A Common Stock for sale will have on the market price 
prevailing from time to time.  In addition, if the exercise 
price of options or warrants are adjusted downward, such 
options or warrants may be exercised sooner than otherwise 
with a resulting increase in the number of shares of Class A 
Common Stock available for sale on the market.

	Possible Delisting of Securities from the NASDAQ System 
and Possible Market Illiquidity.  There can be no assurance 
that the Company will continue to meet the criteria for 
continued listing of securities on NASDAQ.  In order to 
qualify for continued listing on the NASDAQ System, a 
company must, among other things, have at least $2,000,000 
in total assets, $1,000,000 in capital and surplus, a 
minimum bid price of $1.00 per share of common stock, and 
100,000 shares in the public float.  In addition, the common 
stock must have at least two registered and active market 
makers and must be held by at least 300 holders and the 
market value of its public float must be at least $200,000.  
If an issuer does not meet the $1.00 minimum bid price 
standard, it may, however, remain in NASDAQ if the market 
value of its public float is at least $1,000,000 and the 
issuer has capital and surplus of at least $2,000,000.  
NASDAQ has proposed changes to the criteria for continued 
listing of securities.  These proposed changes are currently 
being considered by the SEC, and if approved, would make it 
more difficult for the Company to maintain its NASDAQ 
listing.  Under the proposed criteria, among other things, 
the Company would have to have net tangible assets (total 
assets less total liabilities and goodwill) of at least 
$2,000,000, a minimum bid price of $1.00 per share of common 
stock and 500,000 shares in the public float.  In addition, 
the market value of its public float must be at least 
$1,000,000.  At March 31, 1997, the Company's balance sheet  
reflects  total assets of $2,159,279, capital and surplus of 
$1,730,152 and net tangible assets of $1,610,970.  If the 
Company  should become unable to meet the continued  listing 
criteria of NASDAQ and is delisted therefrom, trading, if 
any, in the Class A Common Stock would thereafter be 
conducted in the over-the-counter market in the so-called 
"pink sheets" or, if then available, the "OTC Bulletin Board 
Service."  As a result, an investor would likely find it 
more difficult to dispose of, or to obtain accurate 
quotations as to the value of, the Company's securities.  If 
the Company's securities were delisted from NASDAQ, they may 
become subject to penny stock restrictions.  If the 
Company's securities were subject to the rules on penny 
stocks, the market liquidity for the Company's securities 
could be severely adversely affected.

	Disclosure Relating to Low Priced Securities; Possible 
Restrictions on Resales of Low Priced Securities and on 
Broker-Dealer Sales; Possible Adverse Effect of "Penny 
Stock" Rules on Liquidity for the Company's Securities.  If 
the Company's securities were removed from NASDAQ (see 
"Possible Delisting of Securities from the NASDAQ System 
and Possible Market Illiquidity" above), they may become 
subject to rule 15g-9 under the Securities Exchange Act of 
1934 (the "1934 Act"), which imposes additional sales 
practice requirements on broker-dealers which sell such 
securities to persons other than established customers and 
"accredited investors" (generally, individuals with net 
worths in excess of $1,000,000 or annual incomes exceeding 
$200,000 or $300,000 together with their spouses).  For 
transactions covered by this Rule, a broker-dealer must make 
a special suitability determination for the purchase and 
have received the purchaser's written consent to the 
transaction prior to sale.  Consequently, such Rule may 
affect the ability of broker-dealers to sell the Company's 
securities and may affect the ability of purchasers in this 
offering to sell any of the securities acquired hereby in 
the secondary market.

	The SEC has adopted regulations which generally define 
a "penny stock" to be any non-NASDAQ equity security that 
has a market price (as therein defined) less than $5.00 per 
share, subject to certain exceptions.  For any transaction 
by broker-dealers involving a penny stock, unless exempt, 
the rules require delivery of a risk disclosure document 
relating to the penny stock market prior to any such 
transaction.  Disclosure is also required to be made about 
compensation payable to both the broker-dealer and the 
registered representative and current quotations for the 
securities.  Finally, monthly statements are required to be 
sent disclosing recent price information for the penny stock 
held in the account and information on the limited market in 
penny stocks.

	The foregoing penny stock restrictions will not apply 
to the Company's securities if such securities are listed on 
the NASDAQ SmallCap Market System, are otherwise listed on 
NASDAQ and have certain price and volume information 
provided on a current and continuing basis, or if the 
Company meets certain minimum net tangible assets or average 
revenue criteria.  There can be no assurance that the 
Company's securities will qualify for exemption from these 
restrictions.  In any event, even if the Company's 
securities were exempt from any such restrictions, the SEC 
has the authority, pursuant to Section 15(b)(6) of the 1934 
Act, to prohibit any person that is engaged in unlawful 
conduct while participating in a distribution of a penny 
stock from associating with a broker-dealer or participating 
in a distribution of a penny stock, if the SEC finds that 
such a restriction would be in the public interest.

	If the Company's securities were subject to the rules 
on penny stocks, the market liquidity for the Company's 
securities could be severely adversely affected.

	No Dividends Anticipated.  The Company has never paid 
any cash dividends on its common stock and does not 
anticipate the payment of cash dividends in the foreseeable 
future.

	Substantial Influence of the Market Makers.  There are 
a limited number of market makers  which currently make a 
market in the Company's securities and the securities are 
thinly traded.  Consequently, such market makers may exert a 
dominating influence on the market for such securities.  
Such market-making activity may be discontinued at any time.  
The price and liquidity of the Company's securities may be 
significantly affected by the degree of any current market 
maker's participation in such market.