Exhibit 10.43

Portions of this document have been redacted pursuant to a Request
for Confidential Treatment filed with the Securities and Exchange Commission.
Redacted portions are indicated with the notation "*****"



                AMENDMENT NO. 1 TO SUPPLY AND SERVICES AGREEMENT

        THIS AMENDMENT NO. 1 TO SUPPLY AND SERVICES AGREEMENT (this "Amendment")
is made and  entered  into as of the 12th day of February  2002 (the  "Effective
Date") by and between PROTEIN POLYMER TECHNOLOGIES, INC., a Delaware corporation
("PPTI") and SPINE WAVE, INC., a Delaware corporation ("Company") and amends the
terms and conditions of that certain Supply and Services  Agreement  dated as of
April 12, 2001 by and between the Company and PPTI (the "Original Agreement").


                              W I T N E S S E T H:


        WHEREAS, PPTI and Company are parties to the Original Agreement;

        WHEREAS,  PPTI and the Company  desire to amend  certain of the terms of
the Original Agreement;

        NOW,  THEREFORE,  in  consideration  of the mutual  covenants  contained
herein and for other good and valuable consideration,  the receipt,  sufficiency
and  adequacy  of which is hereby  acknowledged,  the  parties  hereto  agree as
follows:



<PAGE>



        A. Definitions and Sections.  All capitalized terms used but not defined
in this  Amendment  shall have the  meanings  ascribed  thereto in the  Original
Agreement.  Section  and  Schedule  references  in this  Amendment  shall  be to
Sections of and Schedules to the Original Agreement, as amended hereby.

        B. Amendment of Section 2(a) and 2(b). Sections 2(a) and 2(b) are hereby
deleted and amended and restated to read as follows:

               (a) During the Initial  Term,  PPTI shall  provide  Materials  to
        Company and Company shall purchase  Materials from PPTI for Non-Clinical
        Use as set forth in Amended and Restated Schedule 1 attached hereto.

               (b) During the Start-Up Term subsequent to the Initial Term, PPTI
        shall  provide  Materials  to the  Company and  Company  shall  purchase
        Materials from PPTI as set forth in the Amended and Restated  Schedule 2
        attached hereto.

        C.  Amendment of Section 5.1. The last sentence of Section 5.1 is hereby
deleted  and amended and  restated  to read as follows:  PPTI shall  provide the
accommodations  listed  above to the  Company  at no  additional  charge  to the
Company.

        D. Amendment of Sections 6(c) and 6(d). Sections 6(c) and (d) are hereby
deleted and amended and restated to read as follows:



<PAGE>



               (c) The parties agree that the Additional  Term began on February
        12, 2002 and will end on February 11,  2003,  absent a default or breach
        of the Original  Agreement as amended hereby. On the first day of March,
        2002  (subject to a fifteen (15)  business day grace  period) and on the
        first day of each of the next  five (5)  consecutive  months  thereafter
        (e.g. April 1, 2002 through August 1, 2002, both inclusive), the Company
        shall pay PPTI the sum of*****. On the first day of September,  2002 and
        on the first day of each  consecutive  month  thereafter  throughout the
        remainder of the  Additional  Term,  the Company  shall pay PPTI the sum
        of*****.  PPTI shall  throughout the  Additional  Term continue to apply
        project  accounting  to  the  work  under  the  Original  Agreement  and
        within***** after the close of each month during the Additional Term and
        within*****  following the termination of the Original  Agreement,  PPTI
        shall  provide  the  Company  with a  statement  (i)  setting  forth the
        Materials,  Additional  Services,  Design  Services  and other  services
        provided to Company by PPTI and the related  costs,  and (ii)  itemizing
        any  applicable  credits  due to the  Company  as set  forth  below  and
        additional  payments  due PPTI  pursuant  to  paragraph  (d) below.  The
        Company shall make any payment due to PPTI within*****  after receipt of
        the statement. Any credit due to the Company shall be***** during or for
        the Additional Term, exclusive of the monthly payments specified above.

               (d)  Notwithstanding  anything  else  to the  contrary  contained
        herein, the parties agree that:

                      (i) Upon  expiration  of the Initial  Term, if the Company
               has paid the Minimum  Payment  each month of the Initial Term and
               has  not  received  an  aggregate  of  Initial   Services  and/or
               Materials equal to*****,  the Company shall receive a credit from
               PPTI equal  to***** which may be applied  toward  payments by the
               Company  to  PPTI  for  Materials,  Additional  Services,  Design
               Services  and/or  other  services  provided  hereunder  after the
               Additional Term.

                      (ii) Any credit due the  Company  upon  expiration  of the
               Additional   Term,  may  be  applied  to  Materials,   Additional
               Services,   Design  Services   and/or  other  services   provided
               hereunder  during the***** period following the expiration of the
               Additional  Term  or  as  the  Company  may  reasonably   request
               following  consultation with PPTI. With respect to the Injectable
               Disk Nucleus  product,  for  each*****  period  subsequent to the
               Additional  Term,  the amount  charged by PPTI to the Company for
               aggregate actual***** costs per R&D personnel***** costs for each
               of the*****  set forth in the Amended  and  Restated  Schedule 5,
               or***** Cost per each Qualified Lot, shall not exceed***** during
               the prior***** period.

                      (iii) Intentionally omitted.


-----------
***** Material is confidential and has been omitted and filed
separately with the Securities and Exchange Commission.


<PAGE>



                      (iv) During the Additional  Term,  specific  external PPTI
               expenses  authorized  in  writing  by  the  Company  for  special
               supplies,  services,  or equipment in an amount greater than*****
               in the  aggregate  per  activity  or  task  shall  be paid by the
               Company to PPTI  within ten (10) days of  delivery  of an invoice
               therefor from or on account of PPTI.


                      (v) During the Additional Term, the***** cost component of
               PPTI's*****  Cost for R&D personnel shall be  determined*****  as
               follows: (a) the***** PPTI*****  cost*****costs*****  costs,*****
               by (b) the***** during the*****.  However,  during the Additional
               Term,  PPTI shall assess costs  incurred by Company  using a*****
               cost per R&D personnel***** and at the end of the Additional Term
               or  upon  termination  of  the  Original  Agreement,  PPTI  shall
               calculate the actual***** cost per R&D personnel*****  during the
               Additional Term (or applicable  portion  thereof).  To the extent
               that  the  amounts  paid  by the  Company  hereunder  exceed  the
               actual*****  cost per R&D  personnel*****,  the Company  shall be
               entitled to a credit which may be applied as provided above.  The
               Company shall pay to PPTI  within***** of invoice after the close
               of the  Additional  Term (or  applicable  portion  thereof)  such
               amount,  if any by which the aggregate  actual*****  cost per R&D
               personnel***** exceeds the amounts paid by the Company hereunder,
               provided, however, that Company shall not be liable for aggregate
               actual***** cost per R&D personnel*****  that exceeds the amounts
               paid by the Company  hereunder by more than*****  unless the*****
               number of R & D personnel during the*****  the***** number of R &
               D personnel as of*****in  which case Company  shall not be liable
               for  aggregate  actual*****  cost  per  R&D  personnel*****  that
               exceeds  the  amounts  paid  by the  Company  hereunder  by  more
               than*****.

                      (vi) During the Additional  Term, for each of the***** set
               forth in the  Amended  and  Restated  Schedule  5, PPTI shall not
               charge Company for***** costs that exceed by more than***** costs
               for  each  of  such*****  as  of  the*****,   unless  during  the
               Additional  Term PPTI***** as defined in the***** dated March 21,
               2002, in which case PPTI shall not charge Company  for***** costs
               that  exceed  by  more  than*****  the*****  costs  for  each  of
               such***** as of*****

                      (vii) On or before the first day of August, 2002, PPTI and
               the Company  shall  review the  estimated  Materials,  Additional
               Services, Design Services and/or other services to be provided by
               PPTI to the Company for the remainder of the


-----------
***** Material is confidential and has been omitted and filed
separately with the Securities and Exchange Commission.


<PAGE>



               Additional Term. The Company agrees to adjust the monthly payment
               as  required  to cover any  material  underpayment,  taking  into
               account*****   specified  in  paragraph  (c)  above*****  by  the
               Company.

        E. Schedules. The Amended and Restated Schedules 1, 2, 3, and 5 attached
hereto  supercede and replace in their  entirety the existing  Schedules 1, 2, 3
and 5 to the Original Agreement.

        F. Continuing Agreement.  Each party hereby acknowledges that there have
occurred no defaults  under or breaches of the  Original  Agreement by the other
party.  Except as otherwise provided herein,  the Original  Agreement  continues
unchanged and in full force and effect.

        G.  Conflicts.  This Amendment  supersedes all prior or  contemporaneous
understandings or agreements,  whether written or oral,  between the Company and
the PPTI with respect to such  amendment.  In the event of any conflict  between
the terms of this Amendment and the terms of the Original  Agreement,  the terms
of this Amendment shall govern and control.

        H.  Further  Assurances.  The  Company  and PPTI agree to  execute  such
further instruments, agreements and document, and to take such further action as
may be reasonably necessary to carry out the intent of this Amendment.

        I. Counterparts. This Amendment may be executed by the parties hereto in
one or more  counterparts and all of said  counterparts  taken together shall be
deemed to constitute one and the same instrument.

        J. Governing Law. This Amendment  shall be governed by, and construed in
accordance with, the laws of the State of California.


-----------
***** Material is confidential and has been omitted and filed
separately with the Securities and Exchange Commission.


<PAGE>




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


        SPINE WAVE, INC.


        By:/s/ Mark LoGuidice
           -----------------------------------------
            Mark LoGuidice
            President and Chief Executive Officer


        PROTEIN POLYMER TECHNOLOGIES, INC.



        By:/s/ J. Thomas Parmeter
           -----------------------------------------
            J. Thomas Parmeter
            President and Chief Executive Officer


<PAGE>



                         AMENDED AND RESTATED SCHEDULE 1

           MATERIALS DURING THE INITIAL TERM AND FOR NON-CLINICAL USE
           ----------------------------------------------------------



        During the Initial Term, PPTI shall supply  Materials to the Company for
Non-Clinical Use at the Company's request as follows:


------------------------------------------------- ------------------------------
Material supplied by PPTI:                        Cost to Company:
------------------------------------------------- ------------------------------
For each Qualified Lot of Material (except as     ***** per each Qualified Lot
set forth below)
------------------------------------------------- ------------------------------
For each Off-the-Shelf Lot of Material            *****
------------------------------------------------- ------------------------------
For each Additional Qualified Lot of Material     ***** per each Qualified Lot
------------------------------------------------- ------------------------------

"Additional  Qualified Lot" shall mean any Qualified Lot of Material  ordered by
Company (i) after the Company orders***** Qualified Lots of Material and (ii) in
excess  of***** for any*****  period;  provided  that,  for purposes of clarity,
orders in  any*****  shall be counted  toward  any*****  period  with either the
immediately preceding or immediately subsequent*****, but not both.

"Off-the-Shelf  Lot" shall mean any lot of Material existing in PPTI's inventory
as of the date of the Agreement.


-----------
***** Material is confidential and has been omitted and filed
separately with the Securities and Exchange Commission.


                                 Schedule 1 - 1

<PAGE>



                         AMENDED AND RESTATED SCHEDULE 2

          MATERIALS DURING THE START-UP TERM SUBSEQUENT TO THE INITIAL
                            TERM AND FOR CLINICAL USE
          ------------------------------------------------------------


        During the Start-Up Term subsequent to the Initial Term or for purchases
of Materials made for Clinical Use during the Start-Up Term,  PPTI shall provide
Materials to the Company at the Company's request as follows:

<TABLE>
<S>                                               <C>
------------------------------------------------- -----------------------------------------------
Material:                                         Cost:
------------------------------------------------- -----------------------------------------------
For each Qualified Lot* supplied by PPTI for      ***** per each Qualified Lot,*****
non-clinical use (except as set forth below)
------------------------------------------------- -----------------------------------------------
For each Excess Qualified Lot* supplied by PPTI   ***** per each Excess Qualified
for non-clinical use                                    Lot,*****
------------------------------------------------- -----------------------------------------------
For each Qualified Lot* supplied by PPTI for      ***** per each Qualified Lot,*****
clinical use
------------------------------------------------- -----------------------------------------------
Qualified Lot* supplied by third-party contract   ***** per each Qualified Lot
manufacturer
------------------------------------------------- -----------------------------------------------
</TABLE>


"Excess Qualified Lot" shall mean any Qualified Lot of Material ordered by
Company when PPTI accepts orders for more than***** of Material in any*****
period during the Additional Term, any such***** determined consecutively from
the start of the Additional Term.

*****


-----------
***** Material is confidential and has been omitted and filed
separately with the Securities and Exchange Commission.


                                 Schedule 2 - 1

<PAGE>



                         AMENDED AND RESTATED SCHEDULE 3

                           QUALITY CONTROL PROCEDURES
                           --------------------------


------------------------------------------------------ -------------------------
                 Procedure/Test                             ***** Cost* ($)
------------------------------------------------------ -------------------------
*****
------------------------------------------------------ -------------------------

* Current as of the Effective Date of the Original Agreement; to be adjusted
from time to time to reflect changes in PPTI's actual***** Cost or***** Cost, as
applicable.


-----------
***** Material is confidential and has been omitted and filed
separately with the Securities and Exchange Commission.


                                 Schedule 3 - 1
<PAGE>



                         AMENDED AND RESTATED SCHEDULE 5
                               ADDITIONAL SERVICES
                               -------------------



        During the Additional Term, PPTI shall provide to Company,  at Company's
request,  the***** set forth below or***** subject to Company's reasonable prior
approval,  for the  stated***** an IDE to FDA approval for the  Injectable  Disc
Nucleus product.


----------------------------------------- --------------------------------------
*****
----------------------------------------- --------------------------------------


-----------
***** Material is confidential and has been omitted and filed
separately with the Securities and Exchange Commission.