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                            INNOVASIVE DEVICES, INC.

                       1996 EMPLOYEE STOCK PURCHASE PLAN

                  As Amended and Resated as of July 14, 1999


 1.  PURPOSE.  The purpose of this Employee Stock Purchase Plan (the "Plan") is
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     to provide employees of Innovasive Devices, Inc., a Massachusetts
     corporation (the "Company"), and its subsidiaries, an opportunity to
     purchase Common Stock, $.0001 par value, of the Company (the "Shares").
     The Plan is intended to qualify as an "employee stock purchase plan" within
     the meaning of Section 423 of the Internal Revenue Code of 1986, as amended
     (the "Code").

 2.  ADMINISTRATION OF THE PLAN.  The Board of Directors (the "Board") or any
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     committee or persons to whom it delegates its authority (the
     "Administrator") shall administer, interpret and apply all provisions of
     the Plan.  The Administrator may waive such provisions of the Plan as it
     deems necessary to meet special circumstances not anticipated or covered
     expressly by the Plan.  Nothing contained in this Section shall be deemed
     to authorize the Administrator to alter or administer the provisions of the
     Plan in a manner inconsistent with the provisions of Section 423 of the
     Code.  No member of the Administrator shall be liable for any action or
     determination made in good faith with respect to the Plan or any right
     granted under it.

 3.  ELIGIBLE EMPLOYEES.  Subject to the provisions of paragraphs 8, 9 and 10
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     below, any individual who is in the full-time employment (as defined below)
     of the Company or any of its subsidiaries (as defined in Section 424(f) of
     the Code), the employees of which are designated by the Board as eligible
     to participate in the Plan, is eligible to participate in any Offering of
     Shares (as defined in paragraph 4 below) made by the Company hereunder.
     Full-time employment shall include all employees whose customary employment
     is:

     (a)  at least 20 hours per week; and

     (b)  more than five months in the relevant calendar year.

 4.  OFFERING DATES.  From time to time the Company, by action of the Board,
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     will grant rights to purchase Shares to employees eligible to participate
     in the Plan pursuant to one or more offerings (each of which is an
     "Offering") on a date or series

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     of dates (each of which is an "Offering Date") designated for this purpose
     by the Board.

 5.  PRICES.  The price per share for each grant of rights hereunder shall be
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     the lesser of:

     (a)  eighty-five percent (85%) of the fair market value of a Share on the
          Offering Date on which such right was granted; or

     (b)  eighty-five percent (85%) of the fair market value of a Share on the
          date such right is exercised.  At its discretion, the Board may
          determine a higher price for a grant of rights.

     For purposes of this Plan, the term "fair market value" on any date means
     (i) the average (on that date) of the high and low prices for shares of the
     Common Stock on the principal national securities exchange on which the
     Common Stock is traded, if the Common Stock is then traded on a national
     securities exchange; or (ii) the last reported sale price (on that date) of
     the Common Stock on the Nasdaq National Market, if the Common Stock is not
     then traded on a national securities exchange; or (iii) the closing bid
     price (or average of bid prices) last quoted (on that date) by an
     established quotation service for over-the-counter securities, if the
     Common Stock is not listed on the Nasdaq National Market or on a national
     securities exchange.  If the Common Stock is not publicly traded at the
     time a right is granted under this Plan, "fair market value" shall mean the
     fair market value of the Common Stock as determined by the Administrator
     after taking into consideration all factors which it deems appropriate,
     including, without limitation, recent sale and offer prices of shares of
     the Common Stock in private transactions negotiated at arm's length.

 6.  EXERCISE OF RIGHTS AND METHOD OF PAYMENT.
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     (a)  Rights granted under the Plan will be exercisable periodically on
          specified dates as determined by the Board.

     (b)  The method of payment for Shares purchased upon exercise or rights
          granted hereunder shall be through regular payroll deductions or by
          lump sum cash payment, or both, as determined by the Board.  No
          interest shall be paid upon payroll deductions unless specifically
          provided for by the Board.

     (c)  Any payments received by the Company from a participating employee and
          not utilized for the purchase of Shares upon exercise of a right
          granted hereunder shall be promptly

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          returned to such employee by the Company after termination of the
          right to which the payment relates.

 7.  TERM OF RIGHTS.  Rights granted on any Offering Date shall be exercisable
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     upon the expiration of such period ("Offering Period"), as shall be
     determined by the Board when it authorizes the Offering, provided that such
     Offering Period shall in no event be longer than twenty-seven (27) months.

 8.  SHARES SUBJECT TO THE PLAN.  No more than 150,000 Shares may be sold
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     pursuant to rights granted under the Plan; provided, however, that
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     appropriate adjustment shall be made in such number, in the number of
     Shares covered by outstanding rights granted hereunder, in the exercise
     price of the rights and in the maximum number of Shares which an employee
     may purchase (pursuant to paragraph 9 below) to give effect to any mergers,
     consolidations, reorganizations, recapitalizations, stock splits, stock
     dividends or other relevant changes in the capitalization of the Company
     occurring after the effective date of the Plan, provided that no fractional
     Shares shall be subject to a right and each right shall be adjusted
     downward to the nearest full Share.  Any agreement of merger or
     consolidation will include provisions for protection of the then existing
     rights of participating employees under the Plan.  Either authorized and
     unissued Shares or issued Shares heretofore or hereafter reacquired by the
     Company may be made subject to rights under the Plan.  If for any reason
     any right under the Plan terminates in whole or in part, Shares subject to
     such terminated right may again be subjected to a right under the Plan.

 9.  LIMITATIONS ON GRANTS.
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     (a)  No employee shall be granted a right hereunder if such employee,
          immediately after the right is granted, would own stock or rights to
          purchase stock possessing five percent (5%) or more of the total
          combined voting power or value of all classes of stock of the Company,
          or of any subsidiary, computed in accordance with Sections 423(b)(3)
          and 424(d) of the Code.

     (b)  No employee shall be granted a right which permits his right to
          purchase shares under all employee stock purchase plans of the Company
          and its subsidiaries to accrue at a rate which exceeds twenty-five
          thousand dollars ($25,000) (or such other maximum as may be prescribed
          from time to time by the Code) of the fair market value of such Shares
          (determined at the time such right is granted) for each calendar year
          in which such right is outstanding at any time in accordance with the
          provisions of Section 423(b)(8) of the Code.

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     (c)  No rights granted to participating employees under a single Offering
          shall cover more shares than may be purchased at an exercise price
          equal to 10% of the compensation payable to the employees during the
          Offering not taking into consideration any changes in the employee's
          rate of compensation after the date the employee elects to participate
          in the Offering, or such other maximum percentage of employees'
          compensation as determined by the Board from time to time.

 10.  LIMIT ON PARTICIPATION.  Participation in an Offering shall be limited to
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      eligible employees who elect to participate in such Offering in the manner
      and within the time limitation established by the Board when it authorizes
      the offering.

 11.  CANCELLATION OF ELECTION TO PARTICIPATE.  An employee who has elected to
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      participate in an Offering may, unless the employee has waived this
      cancellation right at the time of such election in a manner established by
      the Board, cancel such election as to all (but not part) of the rights
      granted under such Offering by giving written notice of such cancellation
      to the Company before the expiration of the Offering Period.  Any amounts
      paid by the employee for the Shares or withheld for the purchase of Shares
      from the employee's compensation through payroll deductions shall be paid
      to the employee, without interest, upon such cancellation.

 12.  TERMINATION OF EMPLOYMENT.  Upon termination of employment for any reason,
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      including the death of the employee, before the date on which any rights
      granted under the Plan are exercisable, all such rights shall immediately
      terminate and amounts paid by the employee for the Shares or withheld for
      the purchase of Shares from the employee's compensation through payroll
      deductions shall be paid to the employee or to the employee's estate,
      without interest.

 13.  EMPLOYEE'S RIGHTS AS STOCKHOLDER.  No participating employee shall have
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      any rights as a stockholder in the Shares covered by a right granted
      hereunder until such right has been exercised, full payment has been made
      for the corresponding Shares and a certificate representing such Shares
      has been issued.

 14.  RIGHTS NOT TRANSFERABLE.  Rights under the Plan are not assignable or
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      transferable by a participating employee and are exercisable only by the
      employee.

 15.  LIMITS ON SALE OF STOCK PURCHASED UNDER THE PLAN.  The Plan is intended to
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      provide shares of Common Stock for investment and not for resale.  The
      Company does not, however, intend to restrict or influence any employee in
      the conduct of his/her own affairs.  An employee may, therefore, sell
      Shares

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      purchased under the Plan at any time the employee chooses, subject
      to compliance with any applicable Federal or state securities laws;
      provided, however, that because of certain Federal tax requirements, each
      employee agrees, by entering the Plan, to promptly give the Company notice
      of any Shares disposed of within two years after the date of grant of the
      applicable right, indicating the number of such Shares disposed of.  THE
      EMPLOYEE ASSUMES THE RISK OF ANY MARKET FLUCTUATIONS IN THE PRICE OF THE
      STOCK.

 16.  AMENDMENTS TO OR DISCONTINUANCE OF THE PLAN.  The Board may at any time
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      terminate or amend this Plan without notice and without further action on
      the part of stockholders of the Company, provided:

      (a)  that no such termination or amendment shall adversely affect the then
           existing rights of any participating employee;

      (b)  that any such amendment which:

            (i) increases the number of Shares subject to the Plan (subject to
                the provisions of paragraph 7);

           (ii) changes the class of persons eligible to participate under the
                Plan; or

          (iii) materially increases the benefits accruing to participants under
                the Plan

      shall be subject to approval of the stockholders of the Company.

 17.  EFFECTIVE DATE AND APPROVALS.  The Plan was adopted by the Board on April
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      2, 1996 and approved by the stockholders of the Company on April 23, 1996.
      The Company's obligation to offer, sell and deliver its Shares under the
      Plan is subject to any governmental authority required in connection with
      the authorized issuance or sale of such Shares and is further subject to
      the Company receiving the opinion of its counsel that all applicable
      securities laws have been complied with.

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 18.  TERM OF PLAN.  No rights shall be granted under the Plan after April 1,
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      2006.


      Date approved by the Board
      of Directors of the Company:        April 2, 1996

      Date approved by the
      Stockholders of the Company:        April 26, 1996

      Increase Authorized Shares
        to 150,000                        July 14, 1999

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