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                                                                    Exhibit 10.5

                             CONSULTING AGREEMENT

     This Agreement (the "Agreement"), entered into as of January 14, 2000
(the "Effective Date"), is between Integra LifeSciences Corporation, a
Delaware corporation having a place of business at 311-C Enterprise Drive,
Plainsboro, New Jersey 08536 ("Integra"), and George J. Connell (hereinafter
referred to as "Consultant").

     WHEREAS, Clinical Neuro Systems Holdings LLC, a wholly-owned subsidiary
of Integra ("Purchaser"), has acquired substantially all of the assets of
Clinical Neuro Systems, Inc. ("CNS"), a manufacturer of neurosurgical
products, and certain assets relating to the distribution of CNS' products
owned by Surgical Sales Corporation (trading as Connell Neurosurgical)
("Connell"), pursuant to an Asset Purchase Agreement dated as of the date
hereof (the "Purchase Agreement");

     WHEREAS, all of the outstanding capital stock of both CNS and Connell is
held by Consultant;

     WHEREAS, Consultant has expertise in the field of marketing, sales and
manufacture of neurosurgical products;

     WHEREAS, Integra desires to hire Consultant as a consultant to Integra
to assist in the transition of the CNS business and otherwise to advise
Integra in the marketing, sales, distribution and manufacture of
neurosurgical devices;

     WHEREAS, in consultant's role as Consultant to Integra, Consultant will
work closely with Integra materials, proprietary information, Confidential
Information and market strategies and it is therefore considered reasonable
and necessary that Consultant comply with the provisions of this Agreement
and the Purchase Agreement related to confidentiality and non-competition.

     NOW THEREFORE, the parties mutually agree as follows:

1.   DEFINITIONS.

     1.1  Affiliate. The term "Affiliate" means with respect to a party to
          this Agreement, any corporation, company, limited liability
          company, partnership, joint venture and/or firm (i) which controls,
          is controlled by or is under common control with such party, or
          (ii) in which such party or any parent or subsidiary owns, or has a
          contractual right to acquire, an equity interest, or (iii) which
          has been licensed by such party or its parent or subsidiary, or
          which has retained such party or its parent or subsidiary, to
          perform research with respect to, or to commercially exploit, such
          party's or its parent's or subsidiary's technological assets.

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     1.2  Confidential Information. The term "Confidential Information" means
          information, documents or other materials which may be unpublished,
          including without limitation, information or documents furnished to
          Consultant for purposes of Consultant's performance hereunder or
          which are otherwise furnished to or come to the attention of
          Consultant, unpatented technical and other information which is not
          in the public domain, information in written form marked
          "Confidential", information disclosed orally by Integra to
          Consultant whether or not identified as "Confidential", information
          that consists of, or relates to, any unpublished patent application
          and material embodiments thereof, technical specifications,
          concepts, discoveries, data, formula, inventions, procedures for
          experiments and tests and results of experimentation and testing,
          results of research, specifications and techniques, economic
          information, business or research strategies, trade secrets,
          existing and potential customers, suppliers, markets, contracts,
          prices, products, personnel, strategies, policies, systems,
          procedures, technologies, know-how, information, processes,
          inventions, formulations, applications, operating manuals, services
          information concerning current, future or proposed products and
          services, product and service descriptions, financial or customer
          or client or prospective client or client lists and printouts,
          records, and any or all other information, data or material
          relating to the business, trade secrets and technology of Integra
          and/or any of its Affiliates. "Confidential Information" shall not
          include any information to the extent that any such information as
          of the date of disclosure to Consultant was (i) known to Consultant
          and such knowledge can be substantiated by reasonable
          documentation; (ii) disclosed in published literature; (iii)
          generally available to the industry; or (iv) obtained by Consultant
          from a third party, provided that such third party had no
          obligation of confidentiality to Integra or any of its Affiliates
          relating to the Confidential Information.

     1.3  Contract Period. The term "Contract Period" means the period
          beginning with the Effective Date of this Agreement and ending on
          the date on which this Agreement terminates in accordance with the
          provisions of Section 6 (Term and Termination; Survival) hereof.

     1.4  Field. The term "Field" means the manufacture or sale of any
          medical device sold or used in hospital intensive care units,
          including without limitation, cranial access kits, cranial access
          pressure devices, drainage bags and catheters.

     1.5  Integra Group. The term "Integra Group" means Integra and its
          Affiliates.


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2.   SERVICES TO BE PERFORMED BY CONSULTANT.

     2.1  Consulting Services. Subject to the terms and conditions of this
          Agreement, throughout the Contract Period Consultant agrees to
          render such consulting services relating to the manufacture,
          marketing or sale of products in the Field, as may be requested
          from time to time by or at the direction of the Chief Executive
          Officer of Integra.

     2.2  Amount of Time for Consulting Projects. Consultant agrees to be
          available to the Integra Group to render consulting services for an
          aggregate of not more than 1000 hours during the Contract Period
          and, subject to such limitation, not more than 125 hours in any
          calendar month. Consultant's consulting services will be carried
          out at the facilities of Consultant's principal place of business
          or the Integra Group, or at such other location as may be agreed to
          by Integra and Consultant.

3.   COMPENSATION AND REIMBURSEMENT.

     3.1  Compensation Rate. Integra agrees to pay Consultant a retainer of
          $50,000 per three month period. Integra agrees to pay Consultant
          within ten (10) days of the beginning of each fiscal quarter,
          provided, however, that the first such payment shall be made on the
          Closing Date, as defined in the Purchase Agreement.

     3.2  Expense Reimbursement. Integra will reimburse Consultant for all
          reasonable travel (approved by Integra prior to such travel) and
          out-of-pocket expenses incurred on Integra's behalf, e.g., travel
          expenses to meet with Integra associates or to represent Integra at
          business meetings and other miscellaneous documented expenses such
          as fax, telephone and postage. Consultant agrees to submit receipts
          for all possible reimbursements as a condition to such
          reimbursement.

4.   REPRESENTATIONS AND WARRANTIES.

     4.1  Interest in Work Product. Consultant's employer presently has no
          interest, and during the course of Consultant's performance of his
          obligations hereunder to Integra Group, shall not acquire any
          interest, in the results of the work product or other work
          conducted by Consultant for the Integra Group; and

     4.2  No Conflict. Consultant agrees and represents and warrants that
          neither the Consultant's performance of the consulting services for
          the Integra Group in the Field, nor the assignment of any of
          Consultant's rights to Integra, conflicts with, or constitutes a
          breach of or a default under any applicable agreement, contract or
          other instrument to which Consultant is a party or by which
          Consultant is bound.


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5.   ADDITIONAL COVENANTS OF CONSULTANT.

     5.1  Confidentiality Covenants. Consultant acknowledges and agrees that
          in the course of, or incident to, Consultant's consulting
          relationship with the Integra Group, one or more members of the
          Integra Group may provide to Consultant, or Consultant may
          otherwise become exposed to, Confidential Information. Consultant
          acknowledges that obtaining the Confidential Information is
          intended, and is necessary, to enable Consultant to perform
          Consultant's duties or other functions for the Integra Group as
          provided herein. Consultant recognizes and agrees that the
          confidentiality of the Confidential Information is necessary to the
          ability of the Integra Group to compete effectively with its
          competitors. Consultant recognizes and acknowledges that, in many
          instances, Integra and/or its Affiliates are bound by contractual
          or other obligations to hold and use confidential information
          received from third parties in confidence, and that Consultant's
          failure to do so may constitute a breach of such obligations.
          Consultant therefore acknowledges and agrees that Consultant's
          undertakings herein with respect to the use and dissemination of
          such third party Confidential Information are made and intended for
          the benefit not only of the Integra Group but also of all parties
          that provide the Integra Group with Confidential Information. In
          light of the foregoing, Consultant agrees that:

          5.1.1 Confidentiality and Non-Use. During the term of Consultant's
                consulting relationship with the Integra Group and at all
                times thereafter, except as required in the performance of
                Consultant's duties or other functions for the Integra Group,
                Consultant will not disclose such Confidential Information to
                any third party. Consultant will not use such Confidential
                Information to compete with or adversely affect the business
                or operations of Integra or its Affiliates or those doing
                business with them. Consultant will not use the name of any
                member of the Integra Group, or the name of any member of the
                Integra Group's staff, in connection with any publicity,
                without the prior written approval of Integra.


          5.1.2 Required Disclosure. If Consultant is required by law to
                disclose any Confidential Information, it will, sufficiently
                in advance in order to permit Integra to take steps to prevent
                such disclosure, notify Integra and prior to any disclosure
                shall consult with and assist Integra in obtaining a
                protective order or other appropriate remedy. In any event,
                Consultant will disclose only that portion of the Confidential
                Information which is legally required and will use best
                efforts to assure that confidential treatment is accorded any
                Confidential Information so disclosed.

          5.1.3 Return of Confidential Information. Upon request by Integra
                at any time, Consultant will promptly return to Integra the
                original and all copies of all



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                non-oral Confidential Information and will, upon request,
                certify in writing to Integra as to its compliance with this
                paragraph.

          5.1.4 No Grant of Rights. Nothing in this Agreement shall be
                construed to grant Consultant any right or license under any
                patent or trade secret owned, used or licensed by Integra or
                its Affiliates.

     5.2  No Participation of Others. Consultant agrees not to allow any
          person to assist or participate in the consulting work performed
          hereunder unless and until such person has executed an agreement
          with Integra, satisfactory in form and substance to Integra,
          concerning confidentiality and intellectual property and patent
          rights.

     5.3  Covenant Not to Compete. Except as permitted in Section 10.9 of the
          Purchase Agreement, Consultant agrees that, unless acting with the
          prior written consent of Integra, which consent may be granted or
          denied in the sole discretion of Integra, neither Consultant nor
          any of his Affiliates will, directly or indirectly, for a period of
          three (3) years after the Closing Date (as defined in the Purchase
          Agreement) anywhere in the United States or in any other country,
          directly or indirectly:

          (a)  (i) own, manage, operate, control, consult with, participate
               in, or be connected in any manner with the ownership,
               management, operation, or control of any business which
               engages, directly or indirectly, in the marketing, sale or
               distribution of any of the following (collectively, the
               "Protected Products"): (A) any medical device for treating
               central nervous system (i.e., brain and spine) pathologies
               that is used in hospital intensive care units, neuro-intensive
               care units or emergency rooms; or (B) any products used for
               cranial access, management of intracranial hypertension,
               drainage of cerebrospinal fluid and any products related
               thereto, including, without limitation, catheters, sensors and
               drainage systems; (ii) be or become a stockholder, partner,
               owner, agent of, or a consultant to or give financial or other
               assistance to, any person or entity considering engaging in
               any such activities or so engaged; (iii) seek in competition
               with the business of Purchaser or any affiliate of Purchaser
               to procure orders for Protected Products from or do business
               with any customer of Purchaser or any affiliate of Purchaser
               with respect to Protected Products; (iv) solicit, or contact
               with a view to the engagement or employment by, any
               Transferred Employee (as defined in the Purchase Agreement) or
               other person or entity who is an employee or contractor of
               Purchaser or any affiliate of Purchaser; (v) seek to contract
               with or engage (in such a way as to adversely affect or
               interfere with the business of Purchaser or any affiliate of
               Purchaser) any person or entity who has been contracted with
               or engaged to manufacture, assemble, supply or deliver
               Protected Products; or (vi) engage in or participate in any
               effort or act to induce any of the customers, associates,
               consultants,


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               or employees of Purchaser or any affiliate of Purchaser
               (including without limitation any Transferred Employee) to
               take any action which is disadvantageous to Purchaser or any
               affiliate of Purchaser; and

          (b)  contact, induce, solicit or influence any client of the
               Business (as defined in the Purchase Agreement) or of
               Purchaser or any affiliate of Purchaser to cause such client
               to terminate or reduce in any material way its relationship
               with the Business and/or Purchaser or any affiliate of
               Purchaser.

               In the event that the provisions of this Section 5.3 should
               ever be deemed to exceed the time or geographic limitations or
               any other limitations permitted by applicable law in any
               jurisdiction, then such provisions shall be deemed reformed in
               such jurisdiction to the maximum permitted by applicable law.
               Consultant specifically acknowledges and agrees that the
               foregoing restrictions are reasonable and necessary to protect
               the legitimate interests of Integra, that Integra would not
               have entered into this Agreement in the absence of such
               restrictions, that any violation of such restrictions will
               result in irreparable injury to Integra, that the remedy at
               law for any breach of the foregoing restrictions will be
               inadequate, and that, in the event of any such breach,
               Integra, in addition to any other relief available to it,
               shall be entitled to temporary injunctive relief before trial
               from any court of competent jurisdiction as a matter of course
               and to permanent injunctive relief without the necessity of
               quantifying actual damages.

6.   TERM AND TERMINATION; SURVIVAL.

     6.1  Initial Term. Unless sooner terminated as provided in this Section,
          this Agreement shall terminate one year after the Effective Date.

     6.2  Early Termination. Integra may terminate this Agreement at any time
          prior to the end of the initial term set forth in Section 6.1 if
          Consultant breaches any of the material terms of this Agreement and
          has not cured such breach to the reasonable satisfaction of Integra
          within two (2) weeks after receiving written notice thereof from
          Integra. Integra will remain obligated for all payments accrued
          prior to the effective termination or expiration of this Agreement.

     6.3  Survival. Anything in this Agreement to the contrary
          notwithstanding, Consultant's obligations under Sections 4, 5 and 7
          shall survive termination of this Agreement for any reason.


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7.   MISCELLANEOUS PROVISIONS.

     7.1  Notices. All notices, demands or other communications required or
          permitted to be given pursuant to this Agreement shall be effective
          only if given in writing the delivery of which is verified:

                To Integra:           Integra LifeSciences Corporation
                                      311-C Enterprise Drive
                                      Plainsboro, New Jersey 08536
                                      Attention: Law Department
                                      Phone: (609) 275-0500
                                      Fax: (609) 275-1082

                To Consultant:        George J. Connell
                                      425 Lionville Road
                                      Downingtown, Pennsylvania 19335

          or to such other person, address or fax number as either party may
          hereafter designate to the other by notice given in accordance with
          this Section 7.1.

     7.2  Remedies and Equitable Relief. No remedy herein conferred is
          intended to be exclusive of any other remedy, and each and every
          such remedy shall be cumulative and shall be in addition to every
          other remedy given hereunder or now or hereafter existing at law or
          in equity or by statute or otherwise. Consultant acknowledges that
          damages alone will not be an adequate remedy for any breach or
          violation of its obligations hereunder and that, in addition to any
          other remedies to which Integra may be entitled hereunder or
          otherwise, Integra shall be entitled to injunctive relief,
          including specific performance, with respect to such obligations in
          any court of competent jurisdiction.

     7.3  Waiver. No waiver by any party hereto or any failure by any other
          party hereto to keep or perform any covenant or condition of this
          Agreement shall be deemed to be a waiver of any preceding or
          succeeding breach of the same or other covenant or condition. No
          failure to enforce any provision hereof shall operate as a waiver
          thereof or be deemed to be a release of any rights granted
          hereunder.

     7.4  Severability. If any provision of this Agreement would be held or
          made invalid or unenforceable by a court decision, statute, rule or
          otherwise, such provision shall be construed in such a way as to
          make it valid and enforceable to the maximum extent possible. The
          invalidity or unenforceability of any provision of this Agreement
          shall not affect the remaining provisions of this Agreement, which
          shall be enforceable to the maximum extent permitted by law.

     7.5  Independent Contractors. For purposes of this Agreement and in
          connection with any activity hereunder, Consultant and any person
          associated with Consultant



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          shall at all times be independent contractors and not agents or
          employees of Integra.

     7.6  Third Party Beneficiaries. Consultant acknowledges and agrees that
          the Affiliates of Integra are intended third party beneficiaries of
          this Agreement and all rights and benefits granted to Integra
          hereunder are intended to and shall run in favor of all such
          Affiliates, including any person hereinafter acquired by or which
          acquires Integra, or any of its Affiliates, by merger, sale or
          exchange of stock, consolidation, purchase of assets or otherwise.

     7.7  Assignment and Binding Effect. This Agreement is personal and
          Consultant may not assign, transfer (including transfers by
          operation of law) or otherwise dispose of all or any portion of its
          rights under this Agreement without the prior written consent of
          Integra, and any such purported assignment will be void. Integra
          may assign this Agreement to any entity or person without
          Consultant's consent. This Agreement shall be binding on the
          respective successors and permitted assigns of the parties hereto.

     7.8  Governing Law and Jurisdiction. This Agreement shall be construed,
          interpreted and enforced in accordance with, and governed by, the
          laws of the Commonwealth of Pennsylvania, regardless of the effect
          of choice of law principles of such laws.

     7.9  Headings. The headings in this Agreement are for convenience of
          reference only and in no way define or limit any of the provisions
          hereof or otherwise affect their construction or effect.

     7.10 Counterparts. This Agreement may be executed in multiple
          counterparts, each of which shall be deemed an original, but all of
          which shall constitute one and the same instrument.

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

CLINICAL NEURO SYSTEMS HOLDINGS LLC         GEORGE J. CONNELL

By:  Integra LifeSciences Corporation,      ---------------------------------
         its sole member

By:
    ----------------------------------
      Stuart M. Essig
      Chief Executive Officer


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