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                                                                   Exhibit 10(k)

                                  Integra, Inc.
                          1060 First Avenue, Suite 400
                            King of Prussia, PA 19406


                                December 23, 1999


Mr. Mark Gibson
12 Fox Hill Road
Doylestown, Pennsylvania  18901

Dear Mark:

         This will confirm that your employment and all your positions as an
officer and director of Integra, Inc. (the "Company") and its subsidiaries and
affiliates have terminated as of December 23, 1999 (the "Effective Date").

         This will further confirm the agreement between you and the Company as
follows:

         1. On the Effective Date, the Company will provide you a severance
payment of $60,000.

         2. During the period commencing on the Effective Date and ending on
June 30, 2000, the Company will:

         (i) continue on behalf of you and your dependents and beneficiaries
medical and dental benefits, life insurance, short term disability insurance and
long term disability insurance which were being provided to you on the date
hereof; and

         (ii) provide reimbursement of up to $10,000 of any outplacement costs
you incur for any reason so long as you obtain the approval of the Company prior
to incurring such costs, which approval shall not be unreasonably withheld or
delayed.

         The benefits referred to in clause (i) shall be no less favorable to
you, in terms of amounts and deductibles and costs to you, than the coverage
provided to you under the plans providing such benefits as of the date hereof.
Any benefit referred to in clause (i) shall terminate in the event that you
obtain employment or full time (35 hours or more per week) consulting with
another person or organization prior to June 30, 2000 and are eligible for an
equivalent benefit from or through such other person or organization. You agree
to notify the Company immediately following your obtaining any such employment
or consulting.

         3. The Company will separately provide you with information relating to
your rights to continued medical coverage under COBRA.

         4. Your participation in the 401(K) Plan shall cease as of December 23,
1999. Upon your request, the Company will facilitate an appropriate rollover of
your funds.
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         5. The Company will pay you your accrued period time-off ("PTO") on the
Effective Date. You shall not accrue any vacation after the Effective Date. As
of December 23, 1999, you have ____ hours of PTO.

         6. The Company will engage you in a consultant capacity effective as of
the Effective Date and continuing until March 31, 1999. This arrangement may be
extended by the Company if mutually agreed upon by you. Duties under this
arrangement will include assisting in the 1999 year-end close and audit,
assisting in the preparation of the Company's Annual Report on Form 10-K, and
such other projects to be agreed upon by you and the Company. During the period
commencing on the Effective Date and ending on March 31, 2000, the Company will
pay you (or your estate or legal representative in the event of your death)
consulting fees at the following rates: (a) $100 per hour during period from the
Effective Date through January 31, 2000; (b) $125 per hour during the period
from February 1, 2000 through February 29, 2000; and (c) $150 per hour during
the period from March 1, 2000 through March 31, 2000 and during any subsequent
periods. You will be entitled to bill biweekly and all invoices will be paid
within ten business days. The Company and you agree that, unless otherwise agree
to by the Company, you will provide consulting services at least two days a week
through February 28 and thereafter on a more limited basis as mutually agreed
upon. The Company understands that you may not be in a position to fully
complete all your consulting projects because of possible commitments to other
employment.

         7. You expressly represent and warrant that you have returned, or will
return at the Company's request, to the Company all of its property in your
possession, including, but not limited to, all copies of software, records,
keys, identification documents or cards, and credit cards. Your are entitled to
keep your laptop computer. You may use your existing office, Company e-mail
account, Company telephone extension, Company cell phone and a Company paid fax
line until March 31, 2000, but only so long as you continue as a consultant to
the Company and provided that your use shall generally be only for
business-related purposes and on a limited basis in pursing employment
opportunities. In addition, you will have access to all electronic and paper
files as necessary in the performance of your duties hereunder, and you will
have access to secretarial support, until March 31, 2000. You will have
continued after-hours access to the Company's building and offices until March
31, 2000.

         8. The Company shall indemnify you and hold you harmless from and
against any and all expenses and liabilities that may be imposed upon or
incurred by you in connection with, or as a result of, any proceeding in which
you may become involved, as a party or otherwise, by reason of the fact that you
are or were an officer, director, employee, consultant or agent of the Company,
whether or not you continue to be such at the time such expenses and liabilities
shall have been imposed or incurred, to the fullest extent permitted by the laws
of the State of Delaware, as they may be amended from time to time.

         9. You agree that any statements you make about the Company, its
officers, directors, employees or agents will be generally positive and
supportive. In consideration of the agreements by the Company herein provided
(which includes consideration being provided to you to which you are not already
entitled), you hereby release the Company and its subsidiary and other
affiliated corporations, and its and their respective officers, directors,
employees and stockholders (collectively, the "Releasees"), from all claims,
actions, causes of action, suits, debts, dues, sums of money, accounts,
covenants, contracts, controversies, agreements, promises, damages, judgments,
executions and demands whatsoever, in law or equity, which you ever had, now
have or hereafter can, shall or may have
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against the Releasees or any of them arising on or before the date hereof out of
or relating to your employment with the Company and the termination of such
employment, except as set forth in this Agreement. This agreement in no way
impairs your right to indemnification as an officer, director or consultant for
matters arising during the ordinary course of your employment or consultancy.

         10. All payments to you referred to in this Agreement, other than the
consulting payments, shall be subject to applicable Federal, state and local
withholding.

         11. The Company agrees to provide you with a positive and generally
supportive letter of reference. All inquiries concerning your employment shall
be directed to Eric Anderson or Shawkat Raslan, whose responses to such
inquiries shall be positive and generally supportive.

         12. Except as required by law, the parties agree that the terms and
conditions of this Agreement and the negotiations leading to this Agreement are
confidential. The parties agree that they and their agents and representatives
shall not distribute or disclose in any manner to any other person or entity any
information whatever relating to either the negotiations leading to this
Agreement or the terms of this Agreement, other than what may be required by law
or legal proceeding. The parties agree that neither will make derogatory,
disparaging or untrue remarks about the other (or about the Company's affiliated
corporations or the Company's or such affiliates' respective officers, directors
and employees) or their previous employment relationship.

         13. Except as required by law, you agree to keep all non-public
information known to you about the Company confidential.

         14. This Agreement shall be construed in accordance with the laws of
the Commonwealth of Pennsylvania without regard to its conflict of law
provisions.

         15. You may assign your right to receive payment of the consulting fees
provided for in Section 6 of this Agreement to an entity to be determined by
you.

         Please indicate your agreement with the foregoing by signing the
enclosed copy of this letter and returning it to the undersigned, whereupon this
shall constitute a binding agreement between you and the Company.

                                           Very truly yours,

                                           INTEGRA, INC.


                                           By
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Agreed:



---------------------------
         Mark Gibson