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                                                               Exhibit 10.2


                           WRIGHT MEDICAL GROUP, INC.

                  AMENDMENT NO. 1 TO THE STOCKHOLDERS AGREEMENT

                  Amendment No. 1 to the Stockholders Agreement, dated as of
this ___ day of August 2000, among (i) the investors listed on Schedule I
hereto (collectively, the "Old Investors"); (ii) James T. Treace, F. Barry
Bays, John R. Treace, Thomas E. Timbie and James E. Thomas (collectively, the
"New Investors"); and (iii) Wright Medical Group, Inc. (f/k/a Wright
Acquisition Holdings, Inc.), a Delaware corporation (the "Company").

                                 R E C I T A L S

                  WHEREAS, the Old Investors and the Company are parties to
that certain Stockholders Agreement of the Company, dated as of December 7,
1999 (the "Original Stockholders Agreement");

                  WHEREAS, the New Investors, Warburg, Pincus Equity
Partners, L.P. and the Vertical Fund Associates, L.P. have, pursuant to the
terms of securities purchase agreements with the Company, purchased shares of
capital stock of the Company;

                  WHEREAS, the Old Investors, the New Investors and the
Company desire to promote their mutual interests by agreeing to certain
matters relating to the operations of the Company and the disposition and
voting of the capital stock of the Company; and

                  WHEREAS, the parties hereto have agreed to amend and
restate the Original Stockholders Agreement as set forth herein.

                  NOW, THEREFORE, in consideration of the mutual covenants
and agreements herein contained, the parties hereto hereby agree as follows:

                  A.       STOCKHOLDERS AGREEMENT AMENDMENTS

                  1. The parties agree that the Original Stockholders
Agreement is hereby amended to add each of the New Investors as a party to
such agreement. The definition of "Investors" in the Introductory Paragraph
of the Original Stockholders Agreement is hereby amended to include the New
Investors.

                  2. The first recital of the Original Stockholders Agreement
is hereby amended by replacing it in its entirety with the following recital:

                  WHEREAS, certain of the Investors have, pursuant to the terms
         of an Amended and Restated Agreement and Plan of Merger, dated as of
         December 7, 1999, among the Company, Warburg, Pincus Equity Partners,
         L.P. ("Warburg"), Wright Acquisition Corp., Inc. and Wright Medical
         Technology, Inc. (the "Merger Agreement"), agreed to purchase shares of
         (i) Series A Voting Convertible Preferred Stock, par value $.01 per
         share, of the Company (the "Series A Preferred Stock") and, solely in
         the case of


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         Warburg, Series B Non-Voting Convertible Preferred Stock, par value
         $.01 per share, of the Company ("Series B Preferred Stock"),
         (ii) common stock of the Company, par value $.01 per share (the "Common
         Stock") and (iii) warrants to purchase Common Stock (the "Warrants");
         and

                  3. The recitals of the Original Stockholders Agreement are
hereby amended by inserting the following paragraph after the second recital
of the Original Stockholders Agreement:

                  WHEREAS, certain of the Investors have, pursuant to the terms
         of securities purchase agreements with the Company (the "Purchase
         Agreements"), purchased shares of (i) Common Stock and (ii) Series C
         Voting Convertible Preferred Stock, par value $.01 per share of the
         Company (the "Series C Preferred Stock" and together with the Series A
         Preferred Stock and Series B Preferred Stock, the "Preferred Stock");
         and

                  4. Section 1 of the Original Stockholders Agreement is hereby
amended by adding the following subsection (h):

                           (h) ADDITIONAL STOCKHOLDERS. The parties agree that,
         if the Company decides at any time and from time to time to issue
         additional Shares to new shareholders, the Board, in its sole
         discretion, may agree to add such new shareholders as parties to this
         Agreement, and no further amendment of this Agreement will be
         necessary. In such event, the new shareholders shall, by executing the
         appropriate documentation, become parties to this Agreement and
         considered "Investors" as defined in the introductory paragraph hereof
         with the same rights and obligations as the current parties hereto.

                  5. Section 2 of the Original Stockholders Agreement is hereby
amended by adding the following subsection (e):

                           (e) FUTURE ISSUANCES. The provisions of this Section
         2 shall not apply to future issuances of equity securities to the
         Investors.

                  6. Schedule I of the Original Stockholders Agreement is hereby
amended by replacing such schedule with that attached hereto as "Schedule II."

                  B.       MISCELLANEOUS

                  1. DEFINED TERMS. Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to them in the Original
Stockholders Agreement.

                  2. GOVERNING LAW. This agreement shall be governed by and
construed in accordance with the laws of the State of Delaware applicable to
contracts made and to be performed entirely within such State.


                                       -2-

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                  3.       NOTICES.

                  (i) All communications under this agreement shall be in
writing and shall be delivered by hand or facsimile or mailed by overnight
courier or by registered or certified mail, postage prepaid:

                           (A) if to any of the Old Investors or New
Investors, at the address or facsimile number of such Investor shown on
Schedule I, or at such other address as such Old Investor or New Investor may
have furnished the Company in writing; and

                           (B) if to the Company, at 5677 Airline Road,
Arlington, Tennessee 38002 (facsimile: (901) 867-4320), marked for attention
of President, or at such other address as it may have furnished in writing to
each of the Investors.

                  (ii) Any notice so addressed shall be deemed to be given:
if delivered by hand or facsimile, on the date of such delivery; if mailed by
courier, on the first business day following the date of such mailing; and if
mailed by registered or certified mail, on the third business day after the
date of such mailing.

                  4. SUCCESSORS AND ASSIGNS. This agreement shall inure to
the benefit of and be binding upon the successors and assigns of each of the
parties.

                  5. ENTIRE AGREEMENT; AMENDMENT AND WAIVER. This agreement
and the Original Stockholders Agreement constitute the entire understanding
of the parties hereto relating to the subject matter hereof and supersede all
prior understandings among such parties. This agreement may be amended, and
the observance of any term of this agreement may be waived, with (and only
with) the written consent of the parties hereto.

                  6. SEVERABILITY. In the event that any part or parts of
this agreement shall be held illegal and unenforceable by any court or
administrative body of competent jurisdiction, such determination shall not
effect the remaining provisions of this agreement which shall remain in full
force and effect.

                  7. COUNTERPARTS. This agreement may be executed in one or
more counterparts, each of which shall be deemed an original and all of which
together shall be considered one and the same agreement.


                                        -3-

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IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the
date first above written.



                                    WRIGHT MEDICAL GROUP, INC.


                                    By:   /s/ F. Barry Bays
                                          --------------------------------------
                                          Name:  F. Barry Bays
                                          Title: President and Chief Executive
                                                 Officer


                                    WARBURG, PINCUS EQUITY PARTNERS, L.P.

                                    By:   Warburg, Pincus & Co.,
                                          General Partner

                                    By:   /s/ Elizabeth H. Weatherman
                                          --------------------------------------
                                          Name:  Elizabeth H. Weatherman
                                          Title: Partner


                                    WARBURG, PINCUS NETHERLANDS EQUITY
                                    PARTNERS I, C.V.

                                    By:   Warburg, Pincus & Co.,
                                          General Partner

                                    By:   /s/ Elizabeth H. Weatherman
                                          --------------------------------------
                                          Name:  Elizabeth H. Weatherman
                                          Title: Partner


                                    WARBURG, PINCUS NETHERLANDS EQUITY
                                    PARTNERS II, C.V.

                                    By:   Warburg, Pincus & Co.,
                                          General Partner

                                    By:   /s/ Elizabeth H. Weatherman
                                          --------------------------------------
                                          Name:  Elizabeth H. Weatherman
                                          Title: Partner

                                        -4-

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                                    WARBURG, PINCUS NETHERLANDS EQUITY
                                    PARTNERS III, C.V.

                                    By:   Warburg, Pincus & Co.,
                                          General Partner


                                    VERTICAL FUND ASSOCIATES, L.P.

                                    By:   Vertical Group, L.P., General Partner

                                    By:   /s/ John E. Runnells
                                          --------------------------------------
                                          Name:  John E. Runnells
                                          Title: General Partner

                                    CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT
                                    SYSTEM

                                    By:   /s/ Leon G. Shahinian
                                          --------------------------------------
                                          Name:  Leon G. Shahinian
                                          Title: Investment Officer II


                                    PRINCES GATE INVESTORS, L.P.
                                    PGI INVESTMENTS LIMITED
                                    PGI SWEDEN AB
                                    MARINBEACH UNITED S.A.

                                    By:   PG Investors, Inc., as General
                                          Partner or Attorney in Fact

                                    By:   /s/ Thomas A. Clayton
                                          --------------------------------------
                                          Name:  Thomas A. Clayton
                                          Title: Vice President


                                    SANDY STREAM, INC.

                                    By:   /s/ Patrizio Cremascoli
                                          --------------------------------------
                                          Name:  Patrizio Cremascoli
                                          Title: Director


                                        -5-

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                                          /s/ Thomas M. Patton
                                          -----------------------------
                                          Thomas M. Patton

                                          /s/ Gregory K. Butler
                                          -----------------------------
                                          Gregory K. Butler

                                          /s/ Jack E. Parr, Ph.D.
                                          -----------------------------
                                          Jack E. Parr, Ph.D.

                                          /s/ Carl M. Stamp
                                          -----------------------------
                                          Carl M. Stamp

                                          /s/ James T. Hook
                                          -----------------------------
                                          James T. Hook

                                          /s/ Robert W. Churinetz
                                          -----------------------------
                                          Robert W. Churinetz

                                          /s/ Karen L. Harris
                                          -----------------------------
                                          Karen L. Harris

                                          /s/ Jason P. Hood
                                          -----------------------------
                                          Jason P. Hood

                                          /s/ Joyce B. Jones
                                          -----------------------------
                                          Joyce B. Jones

                                          /s/ Warren O. Haggard, Ph.D.
                                          ----------------------------
                                          Warren O. Haggard, Ph.D.

                                          /s/ Michael E. Kaufman
                                          -----------------------------
                                          Michael E. Kaufman

                                          /s/ John R. Gauger
                                          -----------------------------
                                          John R. Gauger

                                          /s/ Jennifer S. Walker
                                          -----------------------------
                                          Jennifer S. Walker

                                          /s/ Skip Flannery
                                          -----------------------------
                                          Skip Flannery

                                          /s/ Mark Fisher
                                          -----------------------------
                                          Mark Fisher


                                        -6-

<PAGE>


                                          /s/ Alan Taylor
                                          -----------------------------
                                          Alan Taylor

                                          /s/ John Richard Fry
                                          -----------------------------
                                          John Richard Fry

                                          /s/ Giovanni Carollo
                                          -----------------------------
                                          Giovanni Carollo

                                          /s/ Alain Allegre
                                          -----------------------------
                                          Alain Allegre

                                          /s/ James T. Treace
                                          -----------------------------
                                          James T. Treace

                                          /s/ F. Barry Bays
                                          -----------------------------
                                          F. Barry Bays

                                          /s/ John R. Treace
                                          -----------------------------
                                          John R. Treace

                                          /s/ Thomas E. Timbie
                                          -----------------------------
                                          Thomas E. Timbie

                                          /s/ James E. Thomas
                                          -----------------------------
                                          James E. Thomas


                                        -7-