Exhibit 4.5


ESCROW AGREEMENT

     This Escrow Agreement  ("Agreement")  dated as of December 15th, 1999 is by
and among Biomet,  Inc., an Indiana  corporation  ("Biomet");  Palm  Acquisition
Corp., an Indiana corporation ("Acquisition"); Implant Innovations International
Corporation,  a Delaware  corporation (the "Parent");  Keith D. Beaty (including
any  successor  thereto,   the  "Shareholder   Representative")  as  Shareholder
Representative on behalf of all of the former shareholders of Parent entitled to
receive   Biomet  Common   Shares   pursuant  to  the  Merger   Agreement   (the
"Shareholders");   Global  Private  Equity  II  L.P.  and  Advent  International
Investors II L.P.  (collectively,  the "Advent  Funds");  and  Wilmington  Trust
Company, a Delaware banking corporation, as escrow agent (the "Escrow Agent").


Preliminary Statements

     A.   Biomet, Parent, Implant Innovations,  Inc., a Florida corporation, and
          the Control  Shareholders  have entered into an Agreement  and Plan of
          Merger  dated  as  of  August  28,  1999  (the  "Merger   Agreement"),
          providing, in part, for the merger of Parent with and into Acquisition
          pursuant to the terms and conditions of the Merger Agreement.

     B.   The parties  hereto wish to establish an escrow account to provide for
          the  delivery  of  certain   Biomet   Common   Shares  either  to  the
          Shareholders  or to Biomet,  as provided  for herein and in the Merger
          Agreement.

     C.   It is a condition to the obligation of Biomet and Parent to consummate
          the transactions contemplated by the Merger Agreement that the parties
          hereto enter into this Agreement.

     D.   The Shareholder  Representative has been duly authorized to enter into
          this Agreement by all of the  Shareholders  and to act on their behalf
          in the manner contemplated herein.


Terms and Conditions

     NOW, THEREFORE,  intending to be legally bound, the parties hereto agree as
follows:

     1. Defined Terms.  Capitalized  terms used herein but not otherwise defined
shall have the meanings ascribed to them in the Merger Agreement.

<PAGE>

     2.  Authority of Escrow  Agent.  The Escrow  Agent hereby  agrees to act as
escrow agent and hold,  transfer and deliver the  securities  and other property
held in the Escrow  Account (as defined in Section 3 below) in  accordance  with
and subject to the terms and conditions of this Agreement.

     3.  Establishment of Escrow Account.  As soon as practicable  following the
Effective  Time,  Biomet will  deliver to the Escrow  Agent,  in its capacity as
such,  one or more  certificates,  registered in the name of the Escrow Agent or
its nominee,  representing the Biomet Common Shares ("Biomet  Shares") issued at
the  Closing  for the  accounts  of the  persons and in the amounts set forth in
Schedule A hereto (the "Certificates"). The Escrow Agent shall immediately place
the  Certificates  into an escrow  account  (the "Escrow  Account").  The Escrow
Account shall be held by the Escrow Agent  pursuant to the terms and  conditions
of this  Agreement  and shall be  available  to  secure  and  indemnify  Biomet,
Acquisition  and the Biomet  Persons to the  extent  provided  herein and in the
Merger Agreement. The Escrow Account shall be disbursed by the Escrow Agent only
in accordance  with the terms of this  Agreement.  Except as provided in Section
20, this Agreement and the deposit into the Escrow Account are  irrevocable  and
may not be canceled by any party  hereto or to the Merger  Agreement,  or by any
Shareholder, and is made pursuant to the terms of the Merger Agreement.

     4. Receipt by Escrow Agent.  Upon receipt of the  Certificates,  the Escrow
Agent will provide to the other parties to this Agreement a confirmation of that
fact and of the deposit of the Certificates in the Escrow Account.

     5.   Voting,   Dividends   and  Rights  of  Sale  of  the  Biomet   Shares.

          A.  Voting.  The  Shareholders  shall be  entitled  to vote the Biomet
     Shares at all meetings of Biomet shareholders.  The Escrow Agent (or Biomet
     acting on its  behalf)  will send to the  Shareholders  copies of all proxy
     materials  and other  communications  sent by  Biomet  to its  shareholders
     generally.  If those  materials are sent by the Escrow  Agent,  Biomet will
     send to the Escrow  Agent  sufficient  copies  thereof for this purpose and
     will reimburse the Escrow Agent for its  reasonable  expenses in connection
     therewith.  The  Biomet  Shares  will  be  voted  in  accordance  with  the
     instructions  contained in each proxy that is properly  executed and timely
     received.

          B.  Dividends;  Stock  Splits.  Dividends  paid on the  Biomet  Shares
     (whether in cash or Biomet  securities)  shall be paid to the  Shareholders
     but  delivered  to the  Escrow  Agent,  to be held as a part of the  Escrow
     Account and  distributed  by the Escrow Agent pursuant to the terms of this
     Agreement.  In the event of a stock  split,  Biomet  shall  deliver  to the
     Escrow Agent certificates, registered in the manner described in Section 1,
     representing  the shares to which the Shareholders are entitled as a result
     of the stock split. The shares  represented by those  certificates shall be
     considered  as "Biomet  Shares"  for  purposes of this  Agreement,  and the
     certificates  shall  be  held  and  distributed  by  the  Escrow  Agent  as
     "Certificates" pursuant to the terms of this Agreement.

          C.  Disposition.  Subject to the terms of the Merger Agreement and the
     Affiliate   Agreement,   and  to  compliance   with   applicable  laws  and
     regulations,  each  Shareholder  shall  have  the  right to sell any of the
     Biomet Shares held for his, her or its account, on the following terms:

               (i)  Biomet  Shares  may be  sold  only  in  market  transactions
          effected on Nasdaq-NMS  through NatCity  Investments,  Inc., 251 North
          Illinois Street, Suite 500,  Indianapolis,  Indiana 46204,  Attention:
          Gene Tanner, or any registered  broker-dealer  then acting as a market
          maker in Biomet  Common  Shares  approved in writing by Biomet,  which
          approval will not be unreasonably withheld (the "Broker").


<PAGE>

               (ii) The Shareholder will give notice to the Escrow Agent of each
          sale of Biomet  Shares by the  Shareholder,  and  instructions  to the
          Escrow  Agent to  tender a  Certificate  held for the  account  of the
          Shareholder,  in deliverable form, to the Broker (or to otherwise make
          effective  delivery  of the  Shares  sold),  against  delivery  of the
          proceeds of the sale transaction to the Escrow Agent to be held in the
          Escrow  Account and invested and  disposed of in  accordance  with the
          terms of this Agreement.

     6.  Investment  of Escrow  Account.  Except as described  in Section  5.C.,
neither the  Certificates  nor the Biomet  Shares  shall be  transferred,  sold,
exchanged or reinvested  except to the extent and on the same terms as may apply
generally to the  outstanding  Common Shares of Biomet or as otherwise  required
under  the  terms of this  Agreement.  Any cash  held at any time in the  Escrow
Account  shall be invested in the name of the Escrow Agent or its nominee in any
of the  following  (which  in any  case  may  include  money  market  funds  and
investments  provided by the Escrow Agent and its affiliates):  (a) a government
money  market  portfolio  (including  portfolios  of the  Escrow  Agent  and its
affiliates) restricted to obligations with maturities of six months or less (but
not to extend beyond the Initial Termination Date or the Final Termination Date,
as  applicable),  composed of obligations  issued or guaranteed as to payment of
principal  and  interest  by the full  faith  and  credit of the  United  States
("Government  Obligations")  or  repurchase  agreements  secured  by  Government
Obligations,  and (b) commercial paper of finance companies  organized under the
laws of any state of the  United  States or any  political  subdivision  thereof
having  a  rating  assigned  to that  commercial  paper  by  Standard  &  Poor's
Corporation  or Moody's  Investors  Service,  Inc.,  equal to the highest rating
assigned by that  organization.  Earnings on that portion of the Escrow  Account
invested as provided in the foregoing  sentence shall be  apportioned  among the
Shareholders in proportion to the principal cash invested for their accounts.

     7. The Shareholder  Representative.  The Shareholder  Representative hereby
agrees to act as,  and to  undertake  the duties  and  responsibilities  of, the
Shareholder  Representative.  A copy of the Representative Agreement pursuant to
which the  Shareholder  Representative  is acting in this  capacity  is attached
hereto as Exhibit A.

     8.   Indemnification.   Biomet,   Acquisition   and  the   Biomet   Persons
(collectively,  the  "Indemnified  Persons" and  individually,  an  "Indemnified
Person") shall be entitled to indemnification with respect to Losses as provided
in the Merger Agreement, on and subject to the following terms and conditions:

          A. Limited Recourse.  From and after the Closing,  the recourse of the
     Indemnified   Persons   hereunder  and  under  the  Merger   Agreement  for
     indemnification  as provided in the Merger  Agreement shall be the sole and
     exclusive  rights and  remedies  for the  Indemnified  Persons and shall be
     limited  to the  Escrow  Account.  Except  for  Claims  against  the Escrow
     Account,  none of the Indemnified  Persons shall have any recourse  against
     the  Shareholders  or any of  them  for  any  breach  of a  representation,
     warranty,  covenant  or  agreement  in the Merger  Agreement  or any of the
     Merger  Documents  or in the event the Escrow  Account is  insufficient  to
     reimburse  the  Indemnified  Persons for  indemnifiable  Losses as provided
     herein.


<PAGE>

          B. Contingency Funds. Of the Biomet Shares held in the Escrow Account,
     295,944  shares (and cash in the amount of $52.36  representing  fractional
     share interests) shall be held in a "Specified Contingency Fund" solely for
     the  purpose  of  indemnification  of the  Biomet  Persons  for any  Losses
     described in subsection  (ii) of Article XIII of the Merger  Agreement (the
     "Specified  Contingency"),   and  the  remainder  of  the  Escrow  Account,
     consisting  of  520,864  Biomet  Shares  (and  cash in the  amount of $6.90
     representing  fractional  share  interests),  shall  be held in a  "General
     Contingency  Fund." There shall be added to each contingency fund, and held
     in escrow as herein provided, all dividends paid on Biomet Shares deposited
     in that fund,  all proceeds  from the sale of those  Biomet  Shares and all
     earnings on those proceeds.

          C.  Baskets.   The  Indemnified  Persons  shall  not  be  entitled  to
     reimbursement  for  Losses  unless  and until the  aggregate  of all Losses
     exceeds,  on  a  cumulative  basis:  (i)  with  respect  to  the  Specified
     Contingency,  an  amount  equal  to  $1,250,000,  and  thereafter  shall be
     reimbursed  hereunder  only  for the  amount  of such  Losses  that  exceed
     $1,250,000,  and (ii) with respect to all other Losses,  an amount equal to
     $250,000,  and thereafter shall be reimbursed hereunder only for the amount
     of such Losses that exceed $250,000.

          D. Management of the Specified Contingency.

               (i) Until such time as Biomet shall have determined that there is
          a reasonable  probability that the Specified  Contingency will produce
          Losses in an amount  greater  than  $1,250,000,  Biomet shall have the
          sole right to manage and  control  the  disposition  of the  Specified
          Contingency.

               (ii)  Following  such time as Biomet shall have  determined  that
          there is a reasonable  probability that the Specified Contingency will
          produce  Losses in an amount greater than  $1,250,000,  Biomet and the
          Shareholder  Representative  shall  jointly  manage  and  control  the
          disposition  of the  Specified  Contingency.  Neither  Biomet  nor the
          Shareholder  Representative  shall  unreasonably  withhold  its or his
          consent  to the  settlement  of the  Specified  Contingency  on  terms
          proposed by the other.

     9. Claims Procedures.

          A. Notice. If any Indemnified Person shall have any claim for which it
     seeks the indemnification as provided for herein (a "Claim"),  Biomet shall
     notify the Shareholder Representative in writing and include in that notice
     (a "Claim  Notice") a description  in  reasonable  detail of the facts upon
     which the Claim is based and the amount of the claimed  Losses  (including,
     with respect to third party claims,  the basis for the valuation thereof by
     Biomet).  Within 30 days following the date of a Claim Notice, Biomet shall
     provide the Shareholder  Representative  with reasonable  documentation  to
     support  the Claim and the  amount of the  claimed  Losses.  If no  written
     objection to the Claim is made by the Shareholder  Representative within 10
     days   after  the   receipt  of  the  Claim   Notice  by  the   Shareholder
     Representative,  the Losses  identified  in the notice and the liability of
     the  Shareholders  therefor  shall be deemed  admitted  by the  Shareholder
     Representative who shall thereby waive, on behalf of the Shareholders,  all
     rights to object to such Claim or deny liability for the Losses  identified
     in the Claim  Notice in any forum  whatsoever  (an  "Accepted  Claim").  An
     objection  by the  Shareholder  Representative  to a Claim  must state with
     reasonable specificity the basis for the objection.


<PAGE>

          B. Dispute Resolution. In the event that the parties to this Agreement
     are  unable  to  resolve  any  dispute  arising  from an  objection  by the
     Shareholder  Representative,  that matter shall be submitted to arbitration
     in accordance with provisions  therefor  contained in the Merger Agreement;
     provided,  however,  that unless Biomet and the Shareholder  Representative
     otherwise agree, any provisions of the Commercial  Arbitration Rules of the
     American  Arbitration  Association  (the  "Association")  to  the  contrary
     notwithstanding, the arbitration shall proceed as follows:

               (i) Each party shall select the  arbitrator  to be selected by it
          within 10 days following notice to the Association of the commencement
          of the arbitration, and the arbitrators thus selected shall select the
          third arbitrator within 10 days thereafter.

               (ii) The  dispute  shall be decided on the basis of (A) a written
          statement by each party of its position, which may include third party
          opinions  provided by a party in support of its  position,  and (B) if
          requested by either party,  both parties shall be allowed no more than
          two hours of testimony and no more than one hour of  cross-examination
          in a hearing before the  arbitrators to occur within 10 days following
          the  submission  of the written  statements  described in (A). No oral
          arguments or other evidence or testimony of any kind shall be taken or
          submitted.  The written statements described in (A) shall be submitted
          within 20 days following notice to the Association of the commencement
          of the  arbitration.  The  written  statements  shall not  contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements made not misleading.

               (iii) A decision shall be rendered by the  arbitrators  within 30
          days following the delivery of the  statements  described in (ii), and
          in no event  later  than the next  business  day  preceding  the Final
          Termination Date.

               (iv) The decision of the  arbitrators  shall be final and neither
          party shall have any right to appeal  under  common law or any federal
          or state statute, all of which rights are hereby waived.

          C.  Accepted  Claims.   Any  Claim  objected  to  by  the  Shareholder
     Representative  shall become an Accepted Claim (both as to the right of the
     Indemnified  Party to be indemnified and the amount of the Losses) upon (i)
     entry  of the  arbitrators'  award,  or  (ii)  notice  by  the  Shareholder
     Representative  to the Escrow Agent that he has  withdrawn the objection as
     to the  indemnifiability  of the Claim or the amount of the Losses,  as the
     case may be. At such time as a Claim shall have become an Accepted Claim in
     accordance with the provisions of this Section, Biomet shall give notice of
     that fact to the  Shareholder  Representative  and to the Escrow Agent (the
     "Accepted Claim Notice").

     10.  Losses  Net of  Insurance;  Effect of  Adjustments.  The amount of any
Losses for which  reimbursement is provided under this Agreement shall be net of
any amounts recovered or recoverable by the Indemnified  Persons under insurance
policies  with respect to such Losses.  Any  reimbursement  of Biomet under this
Agreement shall be treated as an adjustment to the Merger  consideration for Tax
purposes,  unless a final determination  (which shall include the execution of a
Form 870-AD or successor form) with respect to the Indemnified Persons or any of
their  affiliates  causes any such payment not to be treated as an adjustment to
the Merger consideration for United States Federal income Tax purposes.


<PAGE>


     11. Termination of Escrow Account and Final Distribution of Biomet Shares.

     A. Termination of Rights to Assert Claims.

               (i) The  right of the  Indemnified  Persons  to  provide  a Claim
          Notice with  respect to Losses  related to the  Specified  Contingency
          shall expire at the close of business on the fortieth (40th) day prior
          to the fifth  anniversary of the Closing Date (the "Final  Termination
          Date").

               (ii) The right of the  Indemnified  Persons to assert a Claim for
          Losses  with  respect  to a  matter  that  was  or  should  have  been
          encountered in the audit process  (taking into account  limitations in
          the scope of the audit due to materiality),  other than Losses related
          to the Specified Contingency, shall expire at the close of business on
          the date of the report to Biomet of its independent  certified  public
          accountants  with  respect  to  the  accountants'  examination  of the
          financial statements of Biomet for the fiscal year ended May 31, 2000,
          but in no  event  later  than  the  close  of  business  on the  first
          anniversary of the Closing Date (the "Initial Termination Date").

               (iii) The right of the Indemnified  Persons to assert a Claim for
          Losses  with  respect  to all other  matters  shall  expire at Initial
          Termination Date.

     B. Distributions to Biomet.

               (i) Distributions to Biomet with respect to Accepted Claims other
          than Claims that relate to the Specified  Contingency shall be made by
          the  Escrow  Agent  from  the  General  Contingency  Fund  as  soon as
          practicable following the Initial Termination Date.

               (ii) Distributions to Biomet with respect to Accepted Claims that
          relate to the Specified  Contingency shall be made by the Escrow Agent
          from the Specified  Contingency Fund as soon as practicable  following
          the date on which the Claim becomes an Accepted Claim.

               (iii)  Distributions  to Biomet shall be charged  against each of
          the  Shareholders  in  proportion  to their  interests  in the  Escrow
          Account,  and made in the form of (A) Certificates  representing  that
          number of Biomet Shares that have a value,  determined  with reference
          to the Conversion Price, equal to the amount of an Accepted Claim, and
          (B) if the interest of any  Shareholder in Biomet Shares  remaining in
          the Escrow  Account is not sufficient to cover the full amount of that
          portion  of the  distribution  charged  to the  Shareholder,  then the
          deficiency  shall be paid in cash  from the  respective  Shareholder's
          portion of the Escrow Account, to the extent that each Shareholder has
          cash in his portion of the Escrow Account.

               (iv) Upon any  distribution of Certificates  representing  Biomet
          Shares to  Biomet,  the Escrow  Agent  also shall  provide to Biomet a
          stock power and any other  authority  needed to effect the transfer of
          the shares into the name of Biomet.  If any cash  dividend  shall have
          been  paid  with  respect  to  Biomet  Shares  prior  to the date of a
          distribution of Biomet Shares to Biomet,  the per share amount thereof
          with respect to the Biomet Shares subject to that  distribution  shall
          be paid to Biomet in cash simultaneously with the distribution.


<PAGE>



     C. Distributions to the Shareholders.

               (i) As soon as  practicable  following  the  Initial  Termination
          Date,  the Escrow  Agent  shall  distribute  to the  Shareholders  the
          balance,  if any, of the Biomet Shares held in the General Contingency
          Fund  after  all  distributions  have  been  made to  Biomet as herein
          provided,  and shall liquidate any other  investments then held in the
          General  Contingency  Fund and distribute the proceeds thereof and any
          other cash then held in the Escrow  Account  to the  Shareholders,  in
          proportion to their interests in the Escrow Account.

               (ii) As soon as practicable following the Final Termination Date,
          or in the event of a complete settlement of or a final, non-appealable
          judgment in the Specified  Contingency  prior to the Final Termination
          Date  and  distribution  to  Biomet  of  that  part  of the  Specified
          Contingency  Fund to which it may be entitled,  if any, as a result of
          that final  disposition,  the Escrow  Agent  shall  distribute  to the
          Shareholders  the  balance,  if any, of the Biomet  Shares held in the
          Specified  Contingency Fund after all distributions  have been made to
          Biomet as herein provided,  and shall liquidate all other  investments
          then  held  in the  Specified  Contingency  Fund  and  distribute  the
          proceeds thereof to the Shareholders, in proportion to their interests
          in the Escrow Account.

          D.  Termination.  This  Agreement,  and  all  of the  liabilities  and
     obligations  of the  Escrow  Agent  hereunder,  shall  terminate  upon  the
     delivery of all Biomet Shares and other  property in the Escrow  Account in
     accordance with this Agreement.

     12. Notices.  Any notice or other  communication given under this Agreement
shall  be in  writing  and  shall  be (i)  delivered  personally;  (ii)  sent by
documented overnight delivery service; or (iii) sent by facsimile  transmission,
provided that a confirmation copy thereof is sent no later than the business day
following the day of such transmission by documented  overnight delivery service
or first class mail,  postage  prepaid  (certified  or registered  mail,  return
receipt  requested).  Such notice shall be deemed to have been duly given (i) on
the date of delivery,  if delivered  personally;  (ii) on the business day after
dispatch by documented  overnight  delivery service,  if sent in such manner; or
(iii) on the date of facsimile transmission, if so transmitted. Notices or other
communications shall be directed to the following addresses:

If to Biomet                 Daniel P. Hann
or Acquisition:              Senior Vice President, General Counsel
                              & Secretary
                             Biomet, Inc.
                             Airport Industrial Park
                             P.O. Box 587
                             Warsaw, Indiana  46580
                             Fax: (219) 372-1960

With a copy to:              Berkley W. Duck
                             Ice Miller Donadio & Ryan
                             One American Square
                             Box 82001
                             Indianapolis, Indiana  46282
                             Fax: (317) 236-2219


<PAGE>




If to the Shareholder Representative:       Keith D. Beaty
                                            Implant Innovations, Inc.
                                            Palm Beach Gardens, Florida 33410
                                            Fax: (561) 776-6833

With a copy to:                             Thomas G. O'Brien III
                                            Steel Hector & Davis LLP
                                            1900 Phillips Point West
                                            777 South Flagler Drive
                                            West Palm Beach, Florida 33401-6198
                                            Fax: (561) 655-1509

If to the Advent Funds:                     Gerard Moufflet
                                            Advent International Corporation
                                            75 State Street
                                            Boston, Massachusetts 02109
                                            Fax: (617) 951-0566

If to the Escrow Agent:                     Wilmington Trust Company
                                            Rodney Square North
                                            1100 North Market Street
                                            Wilmington, Delaware 19890-0001
                                            Attention: Corporate Custody
                                            Fax: (302) 427-4605

Any party may, by notice given in accordance  with this  Section,  specify a new
address for notices under this Agreement.

     13.  Escrow  Agent  Expense.  The  Escrow  Agent's  fees  and  reimbursable
expenses for its services hereunder shall be paid by Biomet. In the event Escrow
Agent renders any  extraordinary  services in connection with the Escrow Account
at the request of the  parties,  Escrow  Agent  shall be entitled to  additional
compensation therefor.

     14. Rights and Obligations of Escrow Agent.

          A. Rights of Escrow Agent.  The duties and  obligations  of the Escrow
     Agent  hereunder  shall  be  governed  solely  by the  provisions  of  this
     Agreement and the Merger  Agreement.  The Escrow Agent shall be entitled to
     retain  counsel and to act in reliance  upon the advice of such  counsel in
     all matters pertaining to this Agreement and the Merger Agreement and shall
     incur no  liability  hereunder  except  for its  gross  negligence,  wilful
     misconduct  or failure to have acted in good faith.  The Escrow Agent shall
     not be required  to defend any legal  proceedings  which may be  instituted
     against it (other  than legal  proceedings  based  upon the  alleged  gross
     negligence or wilful  misconduct of the Escrow Agent or its failure to have
     acted in good faith) with respect to the subject  matter of this  Agreement
     unless  requested to do so by a party to this Agreement,  in which case the
     Escrow  Agent  shall be  indemnified  against  the cost and expense of that
     defense by that party.  The Escrow Agent shall in no way be responsible for
     nor shall it be its duty to  notify  any  party  hereto or any other  party
     interested  in this  Agreement  of any  distribution  required  under  this
     Agreement unless such notice is explicitly  provided for in this Agreement.
     The Escrow  Agent shall be  protected  in acting  upon any written  notice,
     request, waiver, consent,  certificate,  receipt,  authorization,  power of
     attorney  or other  paper or  document  which  Escrow  Agent in good  faith
     believes to be genuine and what it purports to be. In the event conflicting
     demands for payment of the Escrow Account are made or  conflicting  notices
     are served on Escrow  Agent which  remain  unresolved,  the parties  hereto
     expressly  agree and consent that Escrow Agent may file,  at the expense of
     the parties, an interpleader action in a Court of competent jurisdiction in
     the State of Delaware and so notify the parties hereto.  Escrow Agent shall
     then  promptly  file the  interpleader  action and place the portion of the
     Escrow Account to which the  conflicting  notices relate in the registry of
     said Court.  Upon the filing of the  interpleader  action and the tender of
     into the registry of said Court,  Escrow Agent shall,  ipso facto, be fully
     released  and  discharged  from  all  obligations  imposed  on it  in  this
     Agreement to which the tendered portion of the Escrow Account relates.


<PAGE>

          B.  Indemnification of Escrow Agent. Biomet hereby agrees to indemnify
     Escrow  Agent and hold it harmless  from any and  against all  liabilities,
     losses,  actions,  suits or proceedings at law or in equity,  and any other
     expenses,  fees or charges of any character or nature,  including,  without
     limitation,  attorney's fees, which Escrow Agent may incur by reason of its
     acting as Escrow Agent under this Agreement or arising out of the existence
     of the  Escrow  Account,  except to the  extent the same shall be caused by
     Escrow Agent's gross negligence,  willful misconduct or lack of good faith.
     Biomet's  indemnity  obligations  hereunder  shall  extend  to all  losses,
     claims,  damages,  liabilities and expenses,  including reasonable costs of
     investigation,  and counsel  fees and  disbursements,  which may be imposed
     upon  Escrow  Agent  or  incurred  in  connection  with its  acceptance  of
     appointment  as Escrow  Agent  hereunder  or the  performing  of its duties
     hereunder including any litigation arising from this Agreement.


     15.  Capacity of the Escrow  Agent.  The parties  hereto  acknowledge  that
Escrow Agent may now or in the future provide  unrelated  financial  services to
any one or more of the parties to this Agreement, and that any such relationship
between Escrow Agent and such party shall not affect Escrow Agent's  performance
of its duties hereunder. This Agreement expressly and exclusively sets forth the
duties and  obligations  of the Escrow Agent with respect to any and all matters
pertinent  thereto and no implied duties or obligations  shall be read into this
Agreement  against  the Escrow  Agent.  The Escrow  Agent  acts  hereunder  as a
depository  only, and is not responsible or liable in any manner  whatsoever for
the sufficiency,  correctness,  genuineness or validity of the subject matter of
this Agreement or any part thereof, or for the form of execution thereof, or for
the  identity or authority of any person  executing or  depositing  such subject
matter.

     16. Resignation of Escrow Agent. The Escrow Agent may resign at any time by
giving written  notice to the parties  hereto  whereupon the parties hereto will
immediately appoint a successor Escrow Agent. Until a successor Escrow Agent has
been named and accepts  its  appointment  or until  another  disposition  of the
subject matter of this Agreement has been agreed upon by all the parties hereto,
the Escrow Agent shall be  discharged of all its duties  hereunder  save to keep
the Escrow Account whole.

     17.  Governing Law. This  Agreement  shall be governed by, and construed in
accordance with, the laws of the State of Delaware,  regardless of the laws that
might otherwise govern under applicable principles of conflict of laws thereof.

     18.  Interpretation.  The  Section  and other  headings  contained  in this
Agreement  are for  reference  purposes only and shall not affect the meaning or
interpretation  of this Agreement.  Whenever the words "include",  "includes" or
"including" are used in this  Agreement,  they shall be deemed to be followed by
the words "without limitation".


<PAGE>

     19. Severability.  In the event any one or more of the provisions contained
in this  Agreement  should be held  invalid,  illegal  or  unenforceable  in any
respect,  the validity,  legality and enforceability of the remaining provisions
contained  herein  shall not in any way be  affected or  impaired  thereby.  The
parties  shall  endeavor  in good faith  negotiations  to replace  the  invalid,
illegal or unenforceable  provisions with valid provisions,  the economic effect
of  which  comes  as  close  as  possible  to that of the  invalid,  illegal  or
unenforceable provisions.

     20. Amendment and Waiver.  This Agreement may not be amended,  supplemented
or  discharged,  and no  provision  hereof may be  modified  or  waived,  except
expressly by an  instrument  in writing  signed by the party to be charged.  Any
term or provision of this  Agreement  may be waived,  but only in writing by the
party  which is  entitled to the  benefit  thereof.  No waiver of any  provision
hereof by any party  shall  constitute  a waiver  thereof by any other party nor
shall any such  waiver  constitute  a  continuing  waiver of any  matter by such
party.

     21. Binding  Effect;  Benefits.  This  Agreement  shall be binding upon and
inure to the  benefit of the  parties  to this  Agreement  and their  respective
successors and permitted assigns. Nothing expressed or implied in this Agreement
is intended to or shall be  construed  to give any person other than the parties
to this Agreement or their respective  successors or permitted assigns any legal
or equitable  right,  remedy or claim under or in respect of this Agreement,  it
being the intention of the parties to this Agreement  that this Agreement  shall
be for the sole and  exclusive  benefit of such  parties or such  successors  or
assigns and for the benefit of no other person.

     22.  Cooperation.  Biomet,  Acquisition and the Shareholder  Representative
agree to use their  respective  best efforts to take, or cause to be taken,  all
action,  to do, or cause to be done,  and to assist and cooperate with the other
parties  hereto in  doing,  all acts and  things  reasonably  necessary  to make
effective, in the most expeditious manner practicable,  the matters contemplated
by this Agreement, including the prompt delivery of all notices and instructions
required to be made to the parties to this Agreement.

     23. Inspection; Statements. All funds or other property held as part of the
Escrow  Account  shall at all times be clearly  identified  as being held by the
Escrow  Agent  hereunder.  Any party  hereto  may at any time  during the Escrow
Agent's business hours (with  reasonable  notice) inspect any records or reports
relating to the Escrow Account.  The Escrow Agent shall deliver to Parent and to
the Shareholder  Representative  monthly statements of account in customary form
covering the Escrow Account.

     24.  Assignment.  Neither  this  Agreement  nor any  rights,  interests  or
obligations  hereunder  shall be assigned by any party hereto  without the prior
written consent of the other parties.

     25. Entire  Agreement.  This Agreement  (together with the Merger Agreement
and the Affiliate Agreement,  and all documents incorporated herein and therein,
the terms of which are incorporated herein by reference)  constitutes the entire
agreement  between the parties  with  respect to the subject  matter  hereof and
supersedes  all prior  agreements  and  undertakings,  written and oral.  To the
extent that the  provisions  of any of the  agreements  incorporated  herein are
inconsistent  with  the  provisions   contained  herein,  this  Agreement  shall
supersede those agreement and be the controlling document.


<PAGE>

     26.   Counterparts.   This  Agreement  may  be  executed  in  two  or  more
counterparts,  all of which shall be considered  one and the same  agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other parties.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed as of the day and year first above written.

                                 BIOMET, INC.



                                 By:/s/ Daniel P. Hann
                                 ---------------------------------------



                                 PALM ACQUISITION CORP.



                                 By:/s/ Daniel P. Hann
                                 ---------------------------------------



                                 IMPLANT INNOVATIONS
                                 INTERNATIONAL CORPORATION



                                 By:/s/ Keith D. Beaty
                                 ---------------------------------------


                                 /s/ Keith D. Beaty
                                 ---------------------------------------
                                 Keith D. Beaty,
                                 as Shareholder Representative





<PAGE>


                                 GLOBAL PRIVATE EQUITY II L.P.
                                 By:   Advent International Limited
                                        Partnership, its General Partner

                                       By: Advent International Corporation,
                                         its General Partner



                                       By: /s/ Gerard Moufflet
                                          ----------------------------------


                                 ADVENT INTERNATIONAL
                                      INVESTORS II L.P.
                                 By: Advent International Corporation,
                                        its General Partner



                                 By: /s/ Gerard Moufflet
                                 ---------------------------------------



                                 WILMINGTON TRUST COMPANY,
                                 As Escrow Agent


                                 By: /s/ Margaret Pulgini
                                 ---------------------------------------