EMPLOYMENT AGREEMENT

         This employment agreement (this "Agreement") is made as of the 10th day
of September, 2002 by and between Integra LifeSciences Holdings Corporation, a
Delaware Corporation (the "Company") and David B. Holtz ("Executive").

                                   Background

         Executive is currently the Senior Vice President, Finance, of Company.
Company desires to continue to employ Executive, and Executive desires to remain
in the employ of Company, on the terms and conditions contained in this
Agreement. Executive will be substantially involved with Company's operations
and management and will learn trade secrets and other confidential information
relating to Company and its customers; accordingly, the noncompetition covenant
and other restrictive covenants contained in Section 14 of this Agreement
constitute essential elements hereof.

         NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein and intended to be legally bound hereby, the parties
hereto agree as follows:

                                      Terms

         1. Definitions. The following words and phrases shall have the meanings
set forth below for the purposes of this Agreement (unless the context clearly
indicates otherwise):

                (a) "Base Salary" shall have the meaning set forth in Section 5.

                (b) "Board" shall mean the Board of Direcetors of Company, or
                    any successor thereto.

                (c) "Cause," as determined by the Board in good faith,
                    shall mean Executive has --

                        (1) failed to perform his stated duties in all material
                            respects, which failure continues for 15 days after
                            his receipt of written notice of the failure;

                        (2) intentionally and materially breached any provision
                            of this Agreement and not cured such breach (if
                            curable) within 15 days of his receipt of written
                            notice of the breach;

                        (3) demonstrated his personal dishonesty in connection
                            with his employment by Company;

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                        (4) engaged in willful misconduct in connection with his
                            employment with the Company;

                        (5) engaged in a breach of fiduciary duty in connection
                            with his employment with the Company; or

                        (6) willfully violated any law, rule or regulation, or
                            final cease-and-desist order (other than traffic
                            violations or similar offenses) or engaged in other
                            serious misconduct of such a nature that his
                            continued employment may reasonably be expected to
                            cause the Company substantial economic or
                            reputational injury.

                (d)         A "Change in Control" of Company shall be deemed to
                           have occurred:

                       (1) if the "beneficial ownership" (as defined in Rule
                           13d-3 under the Securities Exchange Act of 1934) of
                           securities representing more than fifty percent
                           (50%) of the combined voting power of Company Voting
                           Securities (as herein defined) is acquired by any
                           individual, entity or group (a "Person"), other than
                           Company, any trustee or other fiduciary holding
                           securities under any employee benefit plan of
                           Company or an affiliate thereof, or any corporation
                           owned, directly or indirectly, by the stockholders
                           of Company in substantially the same proportions as
                           their ownership of stock of Company (for purposes of
                           this Agreement, "Company Voting Securities" shall
                           mean the then outstanding voting securities of
                           Company entitled to vote generally in the election
                           of directors); provided, however, that any
                           acquisition from Company or any acquisition pursuant
                           to a transaction which complies with clauses
                           (i), (ii) and (iii) of paragraph (3) of this
                           definition shall not be a Change in Control under
                           this paragraph (1); or

                       (2) if  individuals  who, as of the date hereof,
                           constitute the Board (the  "Incumbent  Board")
                           cease for any  reason to  constitute  at least a
                           majority of the Board;  provided,  however,  that
                           any individual becoming a director  subsequent to
                           the date hereof whose  election,  or nomination for
                           election by  Company's  stockholders,  was approved
                           by a vote of at least a majority of the directors
                           then  comprising  the  Incumbent  Board shall be
                           considered as though such individual were a member
                           of the Incumbent  Board, but  excluding,  for  this
                           purpose,  any  such  individual  whose  initial
                           assumption of office occurs as a result of an actual
                           or threatened election contest  with respect to the
                           election  or removal of  directors
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                           or other actual or threatened solicitation of proxies
                           or consents by or on behalf of a Person other than
                           the Board; or

                       (3) upon consummation by Company of a reorganization,
                           merger or consolidation or sale or other
                           disposition of all or substantially  all of the
                           assets of Company or the acquisition of assets or
                           stock of any entity (a "Business  Combination"),
                           in each case,  unless  immediately  following  such
                           Business  Combination:  (i) Company  Voting
                           Securities  outstanding  immediately  prior  to
                           such  Business Combination  (or if such Company
                           Voting  Securities  were converted  pursuant to
                           such Business Combination,  the shares into which
                           such Company Voting Securitie were  converted)  (x)
                           represent,  directly or  indirectly,  more than 50%
                           of the combined voting power of the then outstanding
                           voting securities entitled to vote generally in the
                           election of directors of the  corporation resulting
                           from such Business Combination  (the  "Surviving
                           Corporation"),  or,  if  applicable,  a corporation
                           which  as a  result  of such  transaction  owns
                           Company  or all or substantially  all of Company's
                           assets  either  directly or through one or more
                           subsidiaries  (the "Parent  Corporation")  and (y)
                           are held in substantially the same proportions after
                           such Business  Combination as they were immediately
                           prior to such Business  Combination; (ii) no Person
                           (excluding any employee  benefit plan (or  related
                           trust) of Company  or such  corporation  resulting
                           from such Business Combination) beneficially owns,
                           directly or indirectly,  50% or more of the combined
                           voting power of the then outstanding voting
                           securities  eligible to elect  directors  of  the
                           Parent   Corporation  (or,  if  there  is  no
                           Parent Corporation, the Surviving Corporation)
                           except to the extent that such ownership of Company
                           existed  prior to the  Business  Combination;  and
                           (iii) at least a majority of the members of the
                           board of directors of the Parent Corporation (or,
                           if there is no Parent  Corporation,  the Surviving
                           Corporation) were members of the Incumbent  Board at
                           the time of the execution of the initial agreement,
                           or the action of the Board, providing for such
                           Business Combination; or

                       (4) upon approval by the stockholders of Company of a
                           complete liquidation or dissolution of Company.

                (e)  "Code" shall mean the Internal Revenue Code of 1986,
                      as amended.

                (f)   "Company" shall mean Integra LifeSciences Holdings
                      Corporation and any corporation, partnership or other
                      entity owned directly or indirectly, in whole or in
                      part, by Integra LifeSciences Holdings Corporation.
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                (g)   "Disability" shall mean Executive's inability to
                      perform his duties hereunder by reason of any
                      medically determinable physical or mental impairment
                      which is expected to result in death or which has
                      lasted or is expected to last for a continuous period
                      of not fewer than six months.

                (h)   "Good Reason" shall mean:


                       (1) a material breach of this Agreement  by Company
                           which is not cured by Company within 15 days of
                           its receipt of written notice of the breach;

                       (2) without Executive's express written consent, the
                           Company reduces Executive's Base Salary or the
                           aggregate  fringe benefits  provided to Executive
                           (except to the extent  permitted by Section 5 or
                           Section 6,  respectively) or substantially alters
                           the Executive's  authority  and/or title as set
                           forth in Section 2 hereof in a manner reasonably
                           construed to constitute a demotion;  provided,
                           Executive resigns within 90 days after the change
                           objected to; and provided  further that neither (i)
`                          the appointment of a Chief Financial  Officer to
                           whom Executive will report nor (ii) the appointment
                           of Executive as president of European operations
                           or similar positions shall be deemed to constitute a
                           demotion hereunder; or

                        (3) without Executive's express written consent,
                            Executive fails at any point during the one-year
                            period following a Change in Control to hold the
                            title and authority (as set forth in Section 2
                            hereof) with the Parent Corporation (or if there is
                            no Parent Corporation, the Surviving Corporation)
                            that Executive held with the Company immediately
                            prior to the Change of Control, provided Executive
                            resigns within one year of the Change in Control;

                        (4) Company fails to obtain the assumption of this
                            Agreement by any successor to Company.

                (i)   "Principal Executive Office" shall mean Company's
                       principal office for executives, presently located at
                       311 Enterprise Drive, Plainsboro, New Jersey 08536.

                (j)   "Retirement" shall mean the termination of
                       Executive's employment with Company in accordance
                       with the retirement policies, including early
                       retirement policies, generally applicable to
                       Company's salaried employees.
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                (k)    "Termination Date" shall mean the date specified in
                        the Termination Notice.

                (l)    "Termination Notice" shall mean a dated notice which:
                        (i) indicates the specific termination provision in
                        this Agreement relied upon (if any); (ii) sets forth
                        in reasonable detail the facts and circumstances
                        claimed to provide a basis for the termination of
                        Executive's employment under such provision; (iii)
                        specifies a Termination Date; and (iv) is given in
                        the manner specified in Section 15(h).

        2. Employment. Company hereby employs Executive as Senior Vice
President, Finance, responsible for the Finance Department of the Company, and
Executive hereby agrees to accept such employment and agrees to render services
to Company in such capacity (or in such other capacity in the future as the
Board may reasonably deem equivalent to such position) on the terms and
conditions set forth in this Agreement. Executive's primary place of employment
shall be at the Principal Executive Office and Executive shall report to the
Chief Executive Officer.

        3. Term.

                (a)          Term and Renewal of Agreement. Unless earlier
                           terminated by Executive or Company as provided in
                           Section 10 hereof, the term of Executive's employment
                           under this Agreement shall commence on the date of
                           this Agreement and terminate on December 31, 2003.
                           Subject to subsection 3(b), this Agreement shall be
                           deemed automatically, without further action, to
                           extend for an additional year on December 31, 2003
                           and each anniversary thereof.

                (b)          Annual Review. Prior to December 31, 2003 and each
                           anniversary thereof, the Board shall consider
                           extending the term of this Agreement. The term shall
                           continue to extend in the manner set forth in
                           subsection 3(a) unless either the Board does not
                           approve the extension and provides written notice to
                           Executive of such event, or Executive gives written
                           notice to Company of Executive's election not to
                           extend the term. In either case, the written notice
                           shall be given not fewer than 30 days prior to any
                           such renewal date. References herein to the term of
                           this Agreement shall refer both to the initial term
                           and successive terms.

        4.                         Duties. Executive shall:

                (a)          faithfully and diligently do and perform all such
                           acts and duties, and furnish such services as are
                           assigned to Executive as of the date this Agreement
                           is signed, and (subject to Section 2) such
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                           additional acts, duties and services as the Board
                           may assign in the future; and

                (b)          devote his full professional time, energy, skill
                           and best efforts to the performance of his duties
                           hereunder, in a manner that will faithfully and
                           diligently further the business and interests of
                           Company, and shall not be employed by or participate
                           or engage in or in any manner be a part of the
                           management or operations of any business enterprise
                           other than Company without the prior consent of the
                           Chief Executive Officer or the Board, which consent
                           may be granted or withheld in his or its sole
                           discretion; provided, however, that notwithstanding
                           the foregoing, Executive may serve on civic or
                           charitable boards or committees so long as such
                           service does not materially interfere with
                           Executive's obligations pursuant to this Agreement.

         5. Compensation. Company shall compensate Executive for his services at
a minimum base salary of $185,000 per year ("Base Salary"), payable in periodic
installments in accordance with Company's regular payroll practices in effect
from time to time. Executive's Base Salary shall be subject to annual reviews,
but may not be decreased without Executive's express written consent (unless the
decrease is pursuant to a general compensation reduction applicable to all, or
substantially all, executive officers of Company). Bonus payments may be made as
determined appropriate by the Board in its sole discretion.

         6. Benefit Plans. Executive shall be entitled to participate in and
receive benefits under any employee benefit plan or stock-based plan of Company,
and shall be eligible for any other plans and benefits covering executives of
Company, to the extent commensurate with his then duties and responsibilities
fixed by the Board. Company shall not make any change in such plans or benefits
that would adversely affect Executive's rights thereunder, unless such change
affects all, or substantially all, executive officers of the Company.

         7. Vacation. Executive shall be entitled to paid annual vacation in
accordance with the policies established from time to time by the Board, which
shall in no event be fewer than three weeks per annum.

         8. Business Expenses. Company shall reimburse Executive or otherwise
pay for all reasonable expenses incurred by Executive in furtherance of or in
connection with the business of Company, including, but not limited to,
automobile and traveling expenses and all reasonable entertainment expenses,
subject to such reasonable documentation and other limitations as may be
established by the Company.

         9. Disability. In the event Executive incurs a Disability, Executive's
obligation to perform services under this Agreement will terminate, and the
Board may terminate this Agreement upon written notice to Executive.
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        10.      Termination.

                (a)           Termination without Salary Continuation. In the
                           event(i)Executive terminates his employment hereunder
                           other than for Good Reason, or (ii) Executive's
                           employment is terminated by Company due to his
                           Retirement, or death, or for Cause, Executive shall
                           have no right to compensation or other benefits
                           pursuant to this Agreement for any period after his
                           last day of active employment.

                (b)          Termination with Salary Continuation (No Change in
                           Control). Except as provided in subsection 10(c) in
                           the event of a Change in Control, in the event (i)
                           Executive's employment is terminated by Company for a
                           reason other than Retirement, death or Cause, or (ii)
                           Executive terminates his employment for Good Reason,
                           or (iii) Company shall fail to extend this Agreement
                           pursuant to the provisions of Section 3, then Company
                           shall:

                      (1)  pay Executive a severance amount equal to
                          Executive's Base Salary (determined without regard to
                          any reduction in violation of Section 5) as of his
                          last day of active employment; the severance amount
                          shall be paid in a single sum on the first business
                          day of the month following the Termination Date; and

                       (2)  maintain and provide to Executive, at no cost to
                          Executive, for a period ending at the earliest of (i)
                          the first anniversary of the Termination Date; (ii)
                          the date of Executive's full-time employment by
                          another employer; or (iii) Executive's death,
                          continued participation in all group insurance, life
                          insurance, health and accident, disability, and other
                          employee benefit plans in which Executive would have
                          been entitled to participate had his employment with
                          Company continued throughout such period, provided
                          that such participation is not prohibited by the
                          terms of the plan or by Company for legal reasons.

                (c)        Termination with Salary Continuation (Change in
                         Control). Notwithstanding anything to the contrary
                         set forth in subsection 10(b), in the event within
                         twelve months of a Change in Control: (i) Executive
                         terminates his employment for Good Reason, or (ii)
                         Executive's employment is terminated by Company for a
                         reason other than Retirement, death or Cause, or
                         (iii) Company shall fail to extend this Agreement
                         pursuant to Section 3, then Company shall:
<page>
                      (1)  pay Executive a severance amount equal to 2.99
                          times Executive's Base Salary (determined without
                          regard to any reduction in violation of Section 5)
                          as of his last day of active employment; the
                          severance amount shall be paid in a single sum on the
                          first business day of the month following the
                          Termination Date;

                      (2)   maintain and provide to Executive, at no cost to
                           Executive, for a period ending at the earliest of (i)
                           the fifth anniversary of the date of this Agreement;
                           or (ii) Executive's death, continued participation in
                           all group insurance, life insurance, health and
                           accident, disability, and other employee benefit
                           plans in which Executive would have been entitled to
                           participate had his employment with Company continued
                           throughout such period, provided that such
                           participation is not prohibited by the terms of the
                           plan or by Company for legal reasons; and

                      (3)   pay to Executive all reasonable legal fees and
                           expenses incurred by Executive as a result of such
                           termination of employment (including all fees and
                           expenses, if any, incurred by Executive in contesting
                           or disputing any such termination or in seeking to
                           obtain to enforce any right or benefit provided to
                           Executive by this Agreement whether by arbitration or
                           otherwise).

               (d)         Termination Notice. Except in the event of
                           Executive's death, a termination under this Agreement
                           shall be effected by means of a Termination Notice.

        11. Withholding. Company shall have the right to withhold from all
payments made pursuant to this Agreement any federal, state, or local taxes and
such other amounts as may be required by law to be withheld from such payments.

        12. Assignability. Company may assign this Agreement and its rights and
obligations hereunder in whole, but not in part, to any entity to which Company
may transfer all or substantially all of its assets, if in any such case said
entity shall expressly in writing assume all obligations of Company hereunder as
fully as if it had been originally made a party hereto. Company may not
otherwise assign this Agreement or its rights and obligations hereunder. This
Agreement is personal to Executive and his rights and duties hereunder shall not
be assigned except as expressly agreed to in writing by Company.

         13. Death of Executive. Any amounts due Executive under this Agreement
(not including any Base Salary not yet earned by Executive) unpaid as of the
date of Executive's death shall be paid in a single sum as soon as practicable
after Executive's
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death to Executive's surviving spouse, or if none, to the duly appointed
personal representative of his estate.

        14.      Restrictive Covenants.

              (a) Covenant Not to Compete.  During the term of this Agreement
                  and for a period of one (1) year following the Termination
                  Date, Executive shall not directly or indirectly:(i) engage,
                  anywhere within the geographical areas in which Company
                  is conducting  business  operations  or  providing  services
                  as of the date of Executive's  termination of employment, in
                  the development, manufacturing or selling of medical devices
                  for use by  neurosurgeons, or any other business the revenues
                  of which constituted at least 30% of Company's revenues
                  during the six (6) month period prior to the Termination Date
                  (the "Business");  (ii) be or become a stockholder, partner,
                  owner, officer, director or employee or agent of, or a
                  consultant to or give  financial  or other  assistance  to,
                  any person or entity engaged in the Business;  (iii) seek in
                  competition with the business of the Company to procure
                  orders from or do business with any customer of Company; (iv)
                  solicit or contact with a view to the  engagement or
                  employment by any person or entity of any  person  who is an
                  employee of Company; (v) seek to contract with or engage (in
                  such a way as to adversely affect or interfere with the
                  business of Company) any person or entity who has been
                  contracted  with or engaged to manufacture,  assemble,
                  supply or deliver products, goods, materials or services to
                  Company; or (vi) engage in or participate in any effort or
                  act to induce any of the customers, associates, consultants,
                  or employees of Company to take any action which might be
                  disadvantageous to Company; provided, however, that nothing
                  herein shall prohibit Executive and his affiliates from
                  owning, as passive investors, in the aggregate not more than
                  5% of the outstanding publicly traded stock of any
                  corporation so engaged.

             (b)  Confidentiality.  Executive  acknowledges a duty of
                  confidentiality owed to Company and shall not, at any time
                  during or after his employment by Company, retain in writing,
                  use, divulge,  furnish, or make accessible to anyone, without
                  the  express   authorization  of  the  Board,  any  trade
                  secret, private or confidential information or knowledge
                  of Company  obtained or acquired by him while so employed.
                  All computer  software,  business  cards,  telephone  lists,
                  customer lists, price lists, contract forms,  catalogs,
                  Company books, records, files and know-how  acquired while an
                  employee of Company are acknowledged to be the  property of
                  Company and shall not be duplicated, removed from Company's
                  possession or
<page>
                  premises or made  use of other  than in pursuit of Company's
                  business or as may otherwise be required by law or any legal
                  process, or as is necessary in connection with any adversarial
                  proceeding against Company and, upon termination of employment
                  for any reason, Executive shall deliver to Company all copies
                  thereof which are then in his possession or under his control.
                  No information shall be treated as "confidential information"
                  if it is generally available public knowledge at the time of
                  disclosure or use by Executive.

              (c) Inventions and Improvements. Executive shall promptly
                  communicate to Company all ideas, discoveries and inventions
                  which are or may be useful to Company or its  business.
                  Executive  acknowledges  that  all  such  ideas, discoveries,
                  inventions,  and improvements  which heretofore have been or
                  are hereafter made, conceived, or reduced to practice by him
                  at any time during his employment with Company  heretofore
                  or hereafter gained by him at any time during his employment
                  with  Company are the  property of Company,  and  Executive
                  hereby  irrevocably assigns all such ideas, discoveries,
                  inventions and improvements to Company foR its sole use and
                  benefit,  without  additional  compensation.  The provisions
                  of this Section 14(c) shall apply whether such ideas,
                  discoveries,  inventions, or improvements were or are
                  conceived,  made or gained by him alone or with others,
                  whether during or after usual working hours,  whether on or
                  off the job, whether applicable  to matters  directly or
                  indirectly  related to  Company's  business interests
                  (including  potential business  interests),  and whether or
                  not within the specific realm of his duties. Executive shall,
                  upon request of Company, but at no expense to  Executive,
                  at any time  during or after his  employment  with Company,
                  sign all instruments and documents reasonably requested by
                  Company and otherwise cooperate with Company  to protect
                  its  right  to  such  ideas, discoveries,  inventions,
                  or improvements including applying for, obtaining and
                  enforcing  patents and  copyrights  thereon in such
                  countries as Company  shall determine.

               (d)          Breach of Covenant. Executive expressly
                          acknowledges that damages alone will be an inadequate
                          remedy for any breach or violation of any of the
                          provisions of this Section 14 and that Company, in
                          addition to all other remedies, shall be entitled as
                          a matter of right to equitable relief, including
                          injunctions and specific performance, in any court
                          of competent jurisdiction. If any of the provisions
                          of this Section 14 are held to be in any respect
                          unenforceable, then they shall be deemed to extend
                          only over the maximum period of time, geographic
                          area, or range of activities as to which they may be
                          enforceable.
<page>
        15.     Miscellaneous.

                (a)          Amendment. No provision of this Agreement may be
                           amended unless such amendment is signed by Executive
                           and such officer as may be specifically designated by
                           the Board to sign on Company's behalf.

                (b)          Nature of Obligations. Nothing contained herein
                           shall create or require Company to create a trust of
                           any kind to fund any benefits which may be payable
                           hereunder, and to the extent that Executive acquires
                           a right to receive benefits from Company hereunder,
                           such right shall be no greater than the right of any
                           unsecured general creditor of the Company.

                (c)          Prior Employment. Executive represents and warrants
                           that his acceptance of employment with Company has
                           not breached, and the performance of his duties
                           hereunder will not breach, any duty owed by him to
                           any prior employer or other person.

                (d)          Headings. The Section headings contained in this
                           Agreement are for reference purposes only and shall
                           not affect in any way the meaning or interpretation
                           or this Agreement. In the event of a conflict between
                           a heading and the content of a Section, the content
                           of the Section shall control.

                (e)          Gender and Number. Whenever used in this
                           Agreement, a masculine pronoun is deemed to include
                           the feminine and a neuter pronoun is deemed to
                           include both the masculine and the feminine, unless
                           the context clearly indicates otherwise. The
                           singular form, whenever used herein, shall mean or
                           include the plural form where applicable.

                (f)          Severability. If any provision of this Agreement or
                           the application thereof to any person or circumstance
                           shall be invalid or unenforceable under any
                           applicable law, such event shall not affect or render
                           invalid or unenforceable any other provision of this
                           Agreement and shall not affect the application of any
                           provision to other persons or circumstances.

                (g)          Binding Effect. This Agreement shall be binding
                           upon and inure to the benefit of the parties hereto
                           and their respective successors, permitted assigns,
                           heirs, executors and administrators.

                (h)          Notice. For purposes of this Agreement, notices and
                           all other communications provided for in this
                           Agreement shall be in writing
<page>
                           and shall be deemed to have been duly given if
                           hand-delivered, sent by documented overnight delivery
                           service or by certified or registered mail, return
                           receipt requested, postage prepaid, addressed to the
                           respective addresses set forth below:

                           To the Company:

                                    Integra LifeSciences Holdings Corporation
                                    311 Enterprise Drive
                                    Plainsboro, New Jersey 08536
                                    Attn:  President

                           With a copy to:

                                    The Company's General Counsel

                           To the Executive:

                                    David B. Holtz
                                    Chez Richard Carossi
                                    46 Chemin St. Jean
                                    06130 Grasse, France

                (i)            Entire Agreement. This Agreement sets forth the
                           entire understanding of the parties and supersedes
                           all prior agreements, arrangements and
                           communications, whether oral or written, pertaining
                           to the subject matter hereof.

                (j)            Governing Law. The validity, interpretation,
                           construction and performance of this Agreement shall
                           be governed by the laws of the United States where
                           applicable and otherwise by the laws of the State of
                           New Jersey.

                  IN WITNESS WHEREOF, this Agreement has been executed as of the
date first above written.


INTEGRA LIFESCIENCES HOLDINGS                        EXECUTIVE
         CORPORATION


By: /s/ Stuart M. Essig                                 /s/ David B. Holtz
Its:  President and Chief Executive Officer