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                                                                   Exhibit 10.14


                                            FIRST AMENDMENT AND CONSENT dated as
                                    of January 21, 2000 (this "AMENDMENT AND
                                    CONSENT"), to the Credit Agreement dated as
                                    of December 22, 1999 (the "CREMASCOLI CREDIT
                                    AGREEMENT"; capitalized terms used and not
                                    otherwise defined herein are used with the
                                    same meanings as in the Cremascoli Credit
                                    Agreement), among CREMASCOLI ORTHO HOLDING
                                    S.A., a societe anonyme organized under the
                                    laws of the Republic of France (the
                                    "BORROWER"), the LENDERS party thereto,
                                    CHASE MANHATTAN BANK, PARIS BRANCH, as the
                                    agent for such lenders (in such capacity,
                                    the "LOCAL AGENT"), THE CHASE MANHATTAN
                                    BANK, as United States administrative agent
                                    (in such capacity, the "US ADMINISTRATIVE
                                    AGENT") for certain United States lenders
                                    (the "US LENDERS") and BANK OF AMERICA N.A.,
                                    as United States syndication agent.


         A. Pursuant to the Cremascoli Credit Agreement, the Lenders have
extended credit to the Borrower, and have agreed to extend credit to the
Borrower, in each case pursuant to the terms and subject to the conditions set
forth therein.

         B. The Borrower has informed the Local Agent and the US Administrative
Agent that it seeks the agreement of the Lenders and the consent of the US
Lenders to replace Schedule 1 to the Cremascoli Credit Agreement with the
replacement Schedule 1 attached hereto.

         C. The Required Lenders are willing to agree to, and the US Required
Lenders are willing to consent to, the replacement of such Schedule 1 pursuant
to the terms and subject to the conditions set forth herein.


         Accordingly, in consideration of the mutual agreements herein contained
and other good and valuable consideration, the sufficiency and receipt of which
are hereby acknowledged, the parties hereto agree as follows:


         SECTION 1. REPLACEMENT OF SCHEDULE 1 TO THE CREMASCOLI CREDIT
AGREEMENT. Schedule 1 is hereby replaced in its entirety with the Schedule 1
attached hereto.

         SECTION 2. REPRESENTATIONS AND WARRANTIES. The Borrower represents and
warrants to each other party hereto that, after giving effect to this Amendment
and Consent, (a) the representations and warranties set forth in Article III of
the Cremascoli Credit Agreement are true and correct in all material respects on
and as of the date hereof, except to the extent such representations and
warranties expressly relate to an earlier date, and (b) no Default or Event of
Default has occurred and is continuing.

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                                                                               2


         SECTION 3. EFFECTIVENESS. This Amendment and Consent shall become
effective as of the date that the US Administrative Agent or its counsel shall
have received counterparts of this Amendment and Consent, when taken together,
bear the signatures of the Borrower, the Required Lenders and the US Required
Lenders.

         SECTION 4. EFFECT OF AMENDMENT AND CONSENT. Except as expressly set
forth herein, this Amendment and Consent shall not by implication or otherwise
limit, impair, constitute a waiver of, or otherwise affect the rights and
remedies of the Lenders or the Local Agent under the Cremascoli Credit Agreement
or any other Loan Document, and shall not alter, modify, amend or in any way
affect any of the terms, conditions, obligations, covenants or agreements
contained in the Cremascoli Credit Agreement or any other Loan Document, all of
which are ratified and affirmed in all respects and shall continue in full force
and effect. Nothing herein shall be deemed to entitle the Borrower to a consent
to, or a waiver, amendment, modification or other change of, any of the terms,
conditions, obligations, covenants or agreements contained in the Cremascoli
Credit Agreement or any other Loan Document in similar or different
circumstances. This Amendment and Consent shall apply and be effective only with
respect to the schedule of the Cremascoli Credit Agreement specifically referred
to herein.

         SECTION 5. COUNTERPARTS. This Amendment and Consent may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument. Delivery of any executed counterpart of a signature page of
this Amendment and Consent by facsimile transmission shall be as effective as
delivery of a manually executed counterpart hereof.

         SECTION 6. APPLICABLE LAW. THIS AMENDMENT AND CONSENT SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE REPUBLIC OF FRANCE
WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF.

         SECTION 7. HEADINGS. The headings of this Amendment and Consent are for
purposes of reference only and shall not limit or otherwise affect the meaning
hereof.

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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment and
Consent to be duly executed by their respective authorized officers as of the
day and year first above written.


                                 CREMASCOLI ORTHO HOLDING S.A.,
                                 as the Borrower,


                                 by /s/ Joseph Schull
                                    -------------------------------------------
                                    Name: Joseph Schull
                                    Title: Directeur General


                                 CHASE MANHATTAN BANK,
                                 PARIS BRANCH,
                                 as a Lender and as the Local Agent,


                                 by /s/ Marc Danan
                                    -------------------------------------------
                                    Name: Marc Danan
                                    Title: Vice President


                                 THE CHASE MANHATTAN BANK,
                                 as US Administrative Agent and as a US Lender,


                                 by /s/ Stephen P. Rochford
                                    -------------------------------------------
                                    Name: Stephen P. Rochford
                                    Title:


                                 BANK OF AMERICA, N.A.,
                                 as US Syndication Agent and as a US Lender,


                                 by /s/ David H. Strickert
                                    -------------------------------------------
                                    Name: David H. Strickert
                                    Title: Principal


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                                                                               4


                                 FLEET NATIONAL BANK,
                                 as a US Lender,


                                 by /s/ Garth J. Collins
                                    -------------------------------------------
                                    Name: Garth J. Collins
                                    Title: Director


                                 FIRST UNION NATIONAL BANK,
                                 as a US Lender,


                                 by /s/ James A. Hobensack
                                    -------------------------------------------
                                    Name: James A. Hobensack
                                    Title: Senior Vice President


                                 U.S. BANK NATIONAL ASSOCIATION,
                                 as a US Lender,


                                 by /s/ Sarah L. Hemmer
                                    -------------------------------------------
                                    Name: Sarah L. Hemmer
                                    Title: VP


                                 BANKERS TRUST COMPANY,
                                 as a US Lender,


                                 by /s/ Susan L. LeFevre
                                    -------------------------------------------
                                    Name: Susan L. LeFevre
                                    Title: Director


                                 SUNTRUST BANK, NASHVILLE, N.A.,
                                 as a US Lender,


                                 by /s/ W. L. Hubbard
                                    -------------------------------------------
                                    Name: W. L. Hubbard
                                    Title: AVP