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                                                                  EXHIBIT 10.22


                              SEVERANCE AGREEMENT

         THIS SEVERANCE AGREEMENT (this "AGREEMENT"), is made this 1st day of
April, 1997, by and between ENCORE(R) ORTHOPEDICS, INC., a Texas corporation,
with its principal office located at 9800 Metric Blvd., Austin, Texas 78758,
(the "COMPANY"), and KATHY WIEDERKEHR, an individual resident at 11501 Cherry
Hearst, Austin, Texas 78750 (the "EMPLOYEE" or the "EXECUTIVE").

                                   WITNESSETH

         WHEREAS, the Employee is employed by the Company as its Director -
Human Resources pursuant to an employment agreement dated April 1, 1997 (such
employment agreement as it may be amended or supplemented from time to time and
any successor agreement being referred to as the "EMPLOYMENT AGREEMENT"); and

         WHEREAS, the Board of Directors of the Company (the "BOARD") has
approved the Chief Executive Officer of the Company entering into severance
agreements with key executives of the Company; and

         WHEREAS, the Employee is a key executive of the Company and has been
selected by the Chief Executive Officer of the Company to be offered a
severance agreement; and

         WHEREAS, the Board believes that if the Company should receive or
learn of any proposal from a third person concerning a possible business
combination with the Company, or an acquisition of equity securities or a
substantial portion of the assets of the Company, it is important that the
Company should be able to rely upon the Executive to continue in her position
and that the Board and the Chief Executive Officer should be able to receive
and rely upon her advice as to the best interests of the Company and its
shareholders, without concern that the Executive might be distracted by any
personal uncertainties and risks created by such a proposal; and

         WHEREAS, should the Company receive any such proposals, in addition to
the Executive's regular duties, he may be called upon to assist in the
assessment of such proposal, to advise management and the Board whether such
proposals would be in the best interests of the Company and its shareholders,
and to take such other actions as the Board may determine to be appropriate;
and

         WHEREAS, the Company wishes to be assured that it will have the
continued dedication of the Executive and the availability of her advice and
counsel despite the possibility, threat or occurrence of a bid to take over
control of the Company; and

         WHEREAS, the Company wishes to induce the Executive to remain in the
employment of the Company under such circumstances; and


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         WHEREAS, the Executive is willing to give the Company such assurances
and to enter into the other covenants contained in this Agreement; and

         NOW, THEREFORE, in consideration of the premises and of the mutual
promises and covenants contained in this Agreement, and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties agree as follows:

         1.       DEFINITIONS.

         As used in this Agreement, the following terms shall have the meanings
set forth below:

                  (a) "CAUSE" shall have the same meaning as "discharge for
         cause" as defined in Section 1.5.2 of the Employment Agreement as well
         as include the repeated violation by the Executive of her obligations
         under this Agreement which are demonstrably willful and deliberate on
         the part of the Executive and which are not redeemed in a reasonable
         period of time after receipt of written notice from the Company.

                  (b) "CHANGE IN CONTROL" means any of the following events:

                      (i) the acquisition by any person, including a
                  "group" as defined in Section 13(d)(3) of the Securities
                  Exchange Act of 1934, of beneficial ownership of shares of
                  capital stock or other voting securities of the Company that
                  have thirty-three and one third percent (33 1/3%) or more of
                  either (A) the then outstanding shares of the Company's
                  common stock or (B) the combined voting power of the
                  Company's then outstanding voting securities that are
                  entitled to vote generally for the election of the Board;

                      (ii) the sale or other disposition by the Company to
                  an unrelated third party of all or substantially all of the
                  Company's assets;

                      (iii) the consummation of a reorganization, merger,
                  or consolidation involving the Company if as a result of such
                  transaction persons who were shareholders of the Company
                  immediately before the reorganization, merger or
                  consolidation do not immediately thereafter own, directly or
                  indirectly, more than fifty percent (50%) of the combined
                  voting power of the then outstanding voting securities of the
                  reorganized, merged or consolidated Company that are entitled
                  to vote generally for the election of the board of such
                  entity; or

                      (iv) the failure for any reason of individuals who
                  constitute the Incumbent Board to continue to constitute at
                  least a majority of the Board.

                  (d) "DISABILITY" means the total and permanent inability of
         the Executive due to illness, accident or other physical or mental
         incapacity to perform the usual duties of her employment under the
         Employment Agreement for a substantially continuous period of one
         hundred eighty (180) days, as determined by a physician selected by
         the Company and 


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         acceptable to the Executive or the Executive's legal representative
         (which agreement as to acceptability will not be unreasonably
         withheld).

                  (e) "GOOD REASON" means any of the following:

                      (i)   the assignment to the Executive of any duties
                  inconsistent in any respect with the Executive's position
                  (including status, offices, titles and reporting
                  requirements), authority, duties or responsibilities
                  contemplated by the Employment Agreement, or any other action
                  by the Company which results in a diminution in such
                  position, authority, duties or responsibilities, excluding
                  for this purpose an isolated, insubstantial and inadvertent
                  action that is not taken in bad faith and that is remedied by
                  the Company promptly after receipt of notice thereof from the
                  Executive;

                      (ii)  the reduction in the overall level of the
                  Executive's compensation or benefits;

                      (iii) the Company's requiring the Executive to be based
                  at any office or location other than the Company's executive
                  offices in the Austin, Texas SMSA, except for travel
                  reasonably required in the performance of the Executive's
                  responsibilities;

                      (iv)  any significant increase in the travel requirements
                  of the Executive's position; for the purposes of this clause
                  (iv) a "significant" increase would include any circumstances
                  under which the Executive is or will be required, during any
                  six-month period, to spend more than twice the number of
                  nights away from home as were necessary during the previous
                  six-month period; or

                      (v)   an inability on the part of the Executive to carry
                  out the duties of her position in good faith as a result of a
                  major disagreement between the Executive and other executives
                  of the Company who have been appointed after a Change of
                  Control concerning strategic or policy issues affecting the
                  Company or its business as a whole.

                  (f) "INCUMBENT BOARD" means those individuals who are members
         of the Board on the date of this Agreement and any person who
         subsequently becomes a member of the Board and whose election, or
         whose nomination for election by the Company shareholders, was
         approved by a vote of at least a majority of the directors then
         comprising the Incumbent Board.

         2. TERMINATION PAYMENTS.

            (a) Termination of employment. If any Change of Control of the 
         Company occurs after the date of this Agreement and subsequently,
         on or before the third 


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         anniversary of such Change of Control, the Executive's employment by
         the Company or its successor in interest is terminated

                      (i)  by the Company or its successor in interest for
                  any reason other than (A) for Cause, or (B) because of the
                  Executive's death or Disability, or

                      (ii) by the Executive for Good Reason,

         (a "TERMINATION EVENT") then the Executive will be entitled to
         receive, and the Company will pay or provide, the benefits set forth
         in subsection (b) below.

                  (b) Severance benefits. Upon the occurrence of a Termination
         Event described in subsection (a) above then, in addition to the
         performance of its obligations under the Employment Agreement but in
         the case of amounts payable under clauses (i) and (ii) without
         duplication of any similar payments then due and payable under the
         Employment Agreement:

                      (i)  The Company will pay to the Executive within
                  thirty (30) days after the Termination Event an amount equal
                  to the sum of:

                           (A)     her highest full base annual salary in
                                   effect within one (1) year of the
                                   Termination Event, plus

                           (B)     the amount of any bonus, payable in cash
                                   only notwithstanding the terms of any bonus
                                   plan, with respect to any year that has then
                                   ended which was or would have accrued to the
                                   Executive under any bonus plan then in
                                   effect but which has not yet been paid to
                                   her, plus

                           (C)     an amount, payable in cash only
                                   notwithstanding the terms of any bonus plan,
                                   equal to the product of (aa) the average of
                                   the bonus paid or payable to the Executive
                                   for the two preceding years (whether same
                                   was paid in cash or its equivalent value)
                                   multiplied by (bb) a fraction of which the
                                   numerator is the number of weeks that have
                                   elapsed in the then current year through the
                                   date of termination and the denominator is
                                   52, plus

                           (D)     an amount equal to the product of (aa) the
                                   number of unused vacation days accrued by
                                   the Executive through the date of
                                   termination multiplied by (bb) a fraction
                                   the numerator of which is the Executive's
                                   highest base salary in effect within one (1)
                                   year of the Termination Event and the
                                   denominator of which is 250;


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                      (ii)  The Company will contribute in cash to any
                  retirement or saving plan in which the Executive is
                  participating, within thirty (30) days after the date of
                  termination, the maximum amount which the Company is
                  permitted to contribute based on the payments made pursuant
                  to paragraph (i) above and, at the Executive's election, will
                  buy back the stock held by the Executive in any such plan at
                  its then fair market value, depositing said value in cash
                  into said plan;

                      (iii)  The Company will pay in cash to the Executive
                  within thirty (30) days after the date of termination a
                  severance payment in an amount equal to the sum of

                             (A)   three hundred percent (300%) of her full
                                   base annual salary at the highest rate in
                                   effect within one (1) year of the
                                   Termination Event, plus

                             (B)   three hundred percent (300%) of the average
                                   bonus paid or payable to her for the two (2)
                                   preceding years (whether same was paid in
                                   cash or its equivalent value);

                  provided that if the amount payable by the Company to the
                  Executive under this clause (iii), without regard to any
                  other payments or benefits payable to the Executive under
                  this Agreement or the Employment Agreement, would constitute
                  an "excess parachute payment" for the purposes of Sections
                  280G and 4999 of the Internal Revenue Code then the amount
                  payable by the Company under this Section 2b as a severance
                  benefit will be "grossed up" by the amount necessary in order
                  to reimburse Executive for any taxes due as a result of such
                  an "excess parachute payment" as per section 6 hereof.

                      (iv)  The Company will amend or revise all stock
                  option plans and restricted stock awards to which the
                  Executive is a party, or grant appropriate waivers of any
                  restrictions contained in such plans and awards, so as to
                  remove all restrictions upon the exercise by the Executive of
                  such options or upon the ability of the Executive to sell any
                  shares of stock that are subject to any such options or
                  awards. As part of such amendments or revisions, the Company
                  will accelerate the vesting period for Executive to an
                  immediate one hundred (100%) and shall allow the Executive
                  the option to exercise her options or stock awards either
                  within ninety (90) days of her effective termination date and
                  such option remain as an incentive stock option or before the
                  termination of the original option or stock award period and
                  have such options be converted automatically into
                  non-qualified stock options for purposes of the Internal
                  Revenue Code.

                      (v)  The Company will prepay in full if at all possible, 
                  and if not possible, ensure to the satisfaction of Executive
                  maintenance in full force and effect for the benefit of the
                  Executive and her spouse and dependents (if covered prior to
                  the date of termination) in each case for a period from the
                  date of termination until


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                  the later of the death of the Executive or her spouse, during
                  their period of their eligibility, all employee life, health,
                  accident, disability, medical and other employee welfare
                  benefits plans provided by the Company in which the Executive
                  or her spouse or her dependents are participating at the time
                  of the Executive's termination under the same terms and
                  conditions as then in effect; provided, that if the
                  Executive's or her spouse's or her dependents continued
                  participation is not permitted under the general terms of
                  such plans, the Company shall arrange to provide
                  substantially similar benefits;

                      (vi)  The Company will maintain for the benefit of
                  the Executive such policy of liability insurance, providing
                  protection to her as an officer, director, agent or employee
                  of the Company or its subsidiaries, as may from time to time
                  be purchased by the Company for officers and directors
                  generally as authorized by or in furtherance of the
                  indemnification provisions contained in the Company's bylaws.
                  Neither the insurance nor the Executive's right to
                  indemnification thereunder may be canceled by the Company
                  without her permission for a period of five years following
                  the date of termination under this Agreement; provided,
                  however, that the Company may obtain a substitute insurance
                  policy as long as the rights of indemnity to the Executive
                  are at least equivalent to the most favorable rights provided
                  under the policy in effect immediately prior to the date of
                  termination.

                  (c) The Executive shall have no duty to mitigate, whether by
         seeking other employment or otherwise, any loss or damage suffered by
         her as a result of any failure by the Company to make any payment, or
         provide any benefit, to her under this Section 2.

                  (d) Effective as of March 25, 1999:

                      (i)   the provisions of Section 2(b)(iii) shall be
                  amended so that the language "three hundred percent (300%)"
                  shall read "one hundred percent (100%)" in each place where
                  such language appears in that Section;

                      (ii)  the provisions of Section 2(b)(v) shall be
                  amended to provide that the insurance coverage to be provided
                  to Employee, Employee's spouse and to Employee's dependents
                  (if covered prior to the date of termination) under such
                  provision shall be for coverage from a period from the date
                  of the termination until five (5) years after the date of
                  termination; and

                      (iii) the provisions of Section 2(b) (vi) shall be
                  amended to provide that the liability insurance to be
                  provided under such provision shall be provided for the
                  benefit of the Employee for a period of five (5) years from
                  the date of the termination of the Employee's relationship
                  with the Company.


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3.       AGREEMENTS OF EXECUTIVE.

         The Executive covenants and agrees as follows:

                 (a)  Provision of services when Change of Control is 
         threatened. If any person begins a tender or exchange offer for voting
         securities of the Company, or circulates a proxy to shareholders of
         the Company or takes any other action for the purposes of effecting a
         Change of Control of the Company, then notwithstanding the terms of
         the Employment Agreement or any other agreement between the Executive
         and the Company the Executive will not voluntarily leave the
         employment of the Company and will render the services contemplated in
         the recitals to this Agreement until either (i) such person has
         abandoned or terminated his efforts to effect a Change of Control or
         (ii) three months have elapsed since the date on which a Change of
         Control has occurred.

                  (b)  Noncompetition. Without limiting the terms of any 
         similar provision in the Employment Agreement or any other agreement
         between the Executive and the Company, if the Executive's employment
         with the Company is terminated under any circumstances that entitle
         the Executive to receive the payments and other benefits provided in
         Section 2, then for a period of one year (or six (6) months should
         Executive make the election in the last sentence of Section 2.1 of the
         Employment Agreement) from the Termination Event the Executive will
         not:

                       (i)   have any interest in, whether as proprietor,
                  officer, director or otherwise (but excluding an interest by
                  way of employment only),

                       (ii)  act as an agent, broker or distributor for, or as
                  an adviser or consultant to,

                       (iii) be employed in any senior managerial or executive
                  position by any corporation, partnership, limited liability
                  company or other business organization in which he has
                  responsibility for,

         any business (regardless of the form in which such business is
         conducted) which is engaged, or which he reasonably expects to become
         engaged, in the business of designing, manufacturing, distributing or
         selling artificial joints and limbs and other orthopedic implant
         devices in the United States; provided that the ownership by the
         Executive of not more than two percent (2%) of the shares of any
         publicly traded corporation or twenty percent (20%) of a privately
         held company shall not constitute a violation of this subsection (b).

                  (c) Publications by Executive. Without limiting the terms of
         any similar provision in the Employment Agreement or any other
         agreement between the Executive and the Company, if the Executive's
         employment with the Company is terminated under any circumstances that
         entitle the Executive to receive the payments and other benefits
         provided in Section 2, then


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                       (i)  the Executive will refrain from making any
                  disparaging comments about the Company or any of its
                  affiliates, and

                       (ii) for a period of one (1) year from the Termination
                  Event the Executive will not without the prior written
                  permission of the Company write or publish, or assist in the
                  writing or publication of, any books, articles or other
                  materials that would adversely affect the interests of the
                  Company or its affiliates.

                  (d)  Remedies. The Executive acknowledges that any violation
         of this Section may cause irreparable harm to the Company, and that
         damages are not an adequate remedy, and the Executive therefore agrees
         that the Company shall be entitled to an injunction by any appropriate
         court in the appropriate jurisdiction, enjoining, prohibiting and
         restraining the Executive from the continuance of any such violation,
         in addition to any monetary damages which might occur by reason of the
         violation of this Agreement.

                  (e)  Independent. The covenants set forth in the foregoing
         subsections (a), (b), (c), and (d) shall be deemed and shall be
         construed as separate and independent covenants, and should any part
         or provision of such covenants be held invalid, void or unenforceable
         by any court of competent jurisdiction, such invalidity, voidness, or
         unenforceability shall in no way render invalid, void, or
         unenforceable any other part or provision thereof or any separate
         covenant not declared invalid, void, or unenforceable. This Agreement
         shall in that case be construed as if the void, invalid or
         unenforceable provisions were omitted.

4.       NOTICE OF TERMINATION.

         Any termination of the Executive's employment by the Company or its
successor in interest or by the Executive shall be communicated by a written
notice of termination to the other party, and shall specify the provision of
this Agreement relied upon and shall set forth in reasonable detail the
circumstances claimed to provide a basis for termination. The date of
termination shall be the date on which the notice of termination is delivered
if by the Executive or thirty (30) days after the date of the notice of
termination if given by the Company. All applicable benefits to Executive
hereunder shall be triggered if said notice of termination is given within the
three (3)-year period specified in Section 2(a) hereof.

5.       LITIGATION EXPENSES.

         The Company shall pay reasonable legal fees and expenses incurred by
the Executive as a result of her seeking to obtain or enforce any right or
benefit provided by this Agreement, promptly and from time to time, at her
request as such fees and expenses are incurred.

6.       EXCESS PARACHUTE PAYMENTS.

                  (a) If any federal excise tax is imposed under Section 4999
         of the Internal Revenue Code of 1986, as amended (an "EXCISE TAX") on
         the Executive with respect to 


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         any payments or benefits provided under Section 2, the Company hereby
         agrees, subject to the exceptions and limitations set forth below, to
         pay the Executive such additional amount (the "ADDITIONAL AMOUNT") as
         is necessary to cause the Executive to realize the same net amount
         after the imposition of all federal income tax, estate tax and Excise
         Tax imposed on payments and benefits under Section 2 (and on such
         Additional Amount payable under this Section 6) that he would have
         realized had such federal income tax, estate tax, and Excise Tax not
         been imposed upon her with respect to such payments and benefits under
         Section 2 and this Section 6; provided, however, that no such
         Additional Amount shall be due with respect to

                       (i)  any penalties, interest, or similar charges, if any,
                  assessed with respect to or arising out of any income tax,
                  estate tax, or Excise Tax due unless the Company delays the
                  payment contemplated herein to the Executive or

                       (ii) any income tax or estate tax which would be owing
                  by the Executive in the absence of the imposition of the
                  Excise Tax.

                  (b)  The Company shall have the right to contest, but the
         Executive shall have no duty to contest, the assessment of any such
         taxes, but in any event, the Executive agrees to cooperate in any
         contest the Company chooses to make provided the Company shall pay the
         costs of any such contest.

7.       ASSIGNMENT; SUCCESSORS IN INTEREST.

                  (a)  General.  Except with the prior written consent of the 
          Executive,

                       (i)   no assignment by operation of law or otherwise by
                  the Company of any of its rights and obligations under this
                  Agreement may be made other than to an entity in common
                  control with or a successor to all or a substantial portion
                  of the business of the Company (but then only if such entity
                  assumes by operation of law or by specific assumption
                  executed by the transferee and delivered to the Executive all
                  obligations and liabilities of the Company under this
                  Agreement);

                       (ii)  no transfer by operation of law or otherwise by 
                  the Company of all or a substantial part of its business or
                  assets shall be made unless the obligations and liabilities
                  of the Company under this Agreement are assumed in connection
                  with such transfer either by operation of law or by specific
                  assumption executed by the transferee and delivered to the
                  Executive; and

                       (iii) in any such event the Company shall remain liable
                  for the performance of all of its obligations under this
                  Agreement (which liability shall be a primary obligation for
                  full and prompt performance rather than a secondary guarantee
                  of collectibility of damages).


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         Except for any transfer or assignment of rights under this Agreement,
         in whole or in part, upon the death of the Executive to her heirs,
         devisees, legatees or beneficiaries or except with the prior written
         consent of the Company, no assignment or transfer by operation of law
         or otherwise may be made by the Executive of any of her rights under
         this Agreement.

                  (b) Binding Nature. This Agreement shall be binding upon the
         parties to this Agreement and their respective legal representatives,
         heirs, devisees, legatees, beneficiaries and successors and assigns;
         shall inure to the benefit of the parties to this Agreement and their
         respective permitted legal representatives, heirs, devisees, legatees,
         beneficiaries and other permitted successors and assigns (and to or
         for the benefit of no other person or entity, whether an employee or
         otherwise, whatsoever); and any reference to a party to this Agreement
         shall also be a reference to a permitted successor or assign.

8.       MISCELLANEOUS.

                  (a) This Agreement may not be varied, altered, or changed
         except by instrument in writing executed by the parties hereto. The
         failure of any party to this Agreement at any time or times to require
         performance of any provision of this Agreement shall in no manner
         affect the right to enforce the same. No waiver by any party to this
         Agreement of any provision (or of a breach of any provision) of this
         Agreement, whether by conduct or otherwise, in any one or more
         instances shall be deemed or construed either as a further or
         continuing waiver of any such provision or breach or as a waiver of
         any other provision (or of a breach of any other provision) of this
         Agreement.

                  (b) Wherever possible each provision of this Agreement shall
         be interpreted in such manner as to be effective and valid but if any
         one or more of the provisions of this Agreement shall be invalid,
         illegal or unenforceable in any respect for any reason, the validity,
         legality or enforceability of any such provisions in every other
         respect and of the remaining provisions of this Agreement shall not be
         impaired.

                  (c) This Agreement shall be governed by and interpreted in
         accordance with the laws of the State of Texas (without giving effect
         to any choice of law provisions) and enforceable in a court of
         competent jurisdiction in Travis County, Texas.

                  (d) This Agreement and any benefits accruing to Executive
         hereunder shall be supplemental and additional to any and all benefits
         accruing to Executive pursuant to the Employment Agreement and any and
         all Stock Option or Stock Award Plans applicable to Executive.


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         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer and the Executive has hereunto set her
hand as of the date and year first written above.

                                COMPANY

                                ENCORE ORTHOPEDICS, INC.


                                By:  /s/ NICK CINDRICH 
                                     -----------------------------
                                     Nick Cindrich, Chief Executive Officer

                                 EXECUTIVE

                                 /s/ KATHY WIEDERKEHR
                                 ---------------------------------
                                 KATHY WIEDERKEHR


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