Exhibit 10.58


NOTE: CERTAIN CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. SUCH OMITTED INFORMATION HAS BEEN MARKED
WITH THE NOTATION "[*****]".


                                 AMENDMENT NO. 2
                                       TO
                          SUPPLY AND SERVICES AGREEMENT


        THIS AMENDMENT NO. 2 to SUPPLY AND SERVICES AGREEMENT (this "Amendment")
is made and entered into as of October 1, 2003 ("Effective Date") by and between
PROTEIN POLYMER  TECHNOLOGIES,  INC., a Delaware  corporation ("PPTI") and SPINE
WAVE, INC., a Delaware corporation ("Company").

                              W I T N E S S E T H:

        WHEREAS,  PPTI and Company are parties to the License  Agreement between
Company and PPTI dated as of April 12, 2001 (the  "License  Agreement")  wherein
Company has acquired from PPTI a license to Intellectual Property for use in the
Field.

        WHEREAS,  PPTI has experience in the development of Products and has the
facilities,  equipment,  employees,  materials and other resources to accomplish
development and manufacturing  activities, on behalf of Company, with respect to
the Intellectual Property.

        WHEREAS, pursuant to the Supply and Services Agreement dated as of April
12, 2001, as amended by Amendment No. 1 dated  February 12, 2002  (collectively,
"Original  Agreement"),  Company  engaged PPTI to perform  certain  services and
provide  certain  materials in  connection  with the Company's  development  and
manufacturing activities, and PPTI has provided such services and materials.

        WHEREAS,  the  Company  desires to  continue  to engage  PPTI to perform
certain  services  and to  provide  certain  materials  in  connection  with the
Company's  development  and  manufacturing  activities,  and PPTI is  willing to
provide  such  services  and  materials  subject  to the  terms of the  Original
Agreement as amended by this Amendment.

        NOW,  THEREFORE,  in  consideration  of the mutual  covenants  contained
herein and for other good and valuable consideration,  the receipt,  sufficiency
and  adequacy  of which is hereby  acknowledged,  the  parties  hereto  agree as
follows:

        1.  Definitions.  All  capitalized  terms  used but not  defined in this
Amendment shall have the meanings  ascribed  thereto in the Original  Agreement.
The  following  terms shall have the  meanings (or amended  meanings)  set forth
below:

        "Regulatory  Submission" shall mean with respect to any country,  filing
for all regulatory agency or other  registrations and approvals required in such
country  in respect of  Materials  for any  purpose  specified  in the  Original
Agreement  or, if no  purpose  is  specified,  to  enable  the


<PAGE>


Materials to be manufactured  and for  Non-Clinical  Use or Clinical Use to take
place in such country.

        "Regulatory Approval" shall mean with respect to any country, receipt of
all  regulatory  agency or other  registrations  and approvals  required in such
country  in respect of  Materials  for any  purpose  specified  in the  Original
Agreement  or, if no  purpose  is  specified,  to  enable  the  Materials  to be
manufactured  and for  Non-Clinical  Use or  Clinical  Use to take place in such
country.

        "Second  Additional  Term" shall mean the term commencing on May 1, 2003
and ending on September 30, 2004.

        "Qualified  Lot" shall mean any lot of Material  which has  successfully
passed the quality control procedures set forth on Amended and Restated Schedule
3 and designated for such lot by Company and shall consist of [*****].

        2. Production and Quality Control.  Section 3 of the Original  Agreement
is amended and restated to read as follows:

        (a) PPTI warrants,  represents and covenants that all Materials produced
for or sold to Company shall be manufactured  free from defects in materials and
workmanship  and in accordance  with written  specifications  as mutually agreed
upon. Further,  PPTI warrants,  represents and covenants that the Materials will
meet the specifications in any applicable  Regulatory  Submissions or Regulatory
Approvals,  as the case may be, in effect at the time of  production,  including
compliance  with Quality System  Regulations and ISO 9001 Standards as described
in  the  applicable  Regulatory  Submissions,   and/or  such  other  lawful  and
appropriate  standards as the parties may agree in writing.  PPTI shall not have
any  responsibility  for meeting any changed or new specifications or standards,
including,  without limitation,  manufacturing methods and methods of control in
Regulatory Submissions unless PPTI has reviewed and approved in writing any such
changed or new specifications or standards. Company acknowledges that production
specifications, including, without limitation, manufacturing methods and methods
of control,  may require changes to obtain and/or maintain Regulatory  Approvals
and/or to comply with  applicable laws and  regulations,  and that such required
changes in production  specifications may increase the costs and expenses of the
Company and extend the product development timetable of the Company.

        (b) At Company's request,  PPTI shall perform one or more of the quality
control  procedures set forth on Amended and Restated Schedule 3 for each lot of
Material  provided  to  Company.  PPTI  shall  deliver to Company a copy of test
results for each Lot of Material  supplied to Company.  All Material supplied to
Company shall have passed such quality control tests and PPTI shall  immediately
bring to the  attention of Company any  Material  that did not meet such quality
control requirements.  Materials that meet such quality control requirements and
which are not objected to by Company within thirty (30) days after receipt shall
be presumed to be free from defects in material and workmanship,  in the absence
of manifest error.

        (c) PPTI shall retain samples of all ingredients,  packaging  materials,
records and data as may be in  accordance  with the sample and record  retention
policies which PPTI uses in


                                       2

[*****]  Material is confidential and has been omitted and filed separately with
the Securities and Exchange Commission.


<PAGE>


connection  with  manufacture  of Materials  for its own account;  provided such
retention  shall at all times be in accordance  with all  applicable  Regulatory
Submissions  or  Regulatory  Approvals  in  effect  at the  time of  production,
including  compliance with Quality System  Regulations and ISO 9001 Standards as
described  in the  applicable  Regulatory  Submissions.  Company  shall have the
right, no more  frequently than once every twelve (12) months,  to review PPTI's
manufacturing  procedures  and  operations  and  its  records  relating  to  the
manufacture and shipment of Materials.  No inspection or testing of Materials by
Company,  or failure to test or inspect,  shall relieve PPTI of its  obligations
hereunder.   Copies  of  any  certificates,   reports,  test  results  or  other
information  produced by PPTI,  or by a third party  consultant or contractor at
PPTI's request,  that directly relate to lots of Material sold to Company shall,
upon the written  request of Company,  be furnished to Company and may be relied
upon by it.

        3.  Services.  Section 4 of the Original  Agreement is hereby amended to
add the following new section (f):

               (f) During the Second  Additional Term, PPTI shall provide Design
Services as specified in Schedule 6 attached hereto at the Company's  request on
an as needed basis.  The parties  agree to review  Schedule 6 in [*****] and, if
mutually  agreed  upon,  to amend said  Schedule 6 in writing as  necessary.  In
addition to the Design  Services  contemplated  in Schedule 6, only those Design
Services mutually agreed upon in advance between the parties will be recompensed
by Company as provided  herein,  and Schedule 6 and the payments  under  Section
6(f) will be modified, if at all, accordingly.

        4. Price and  Payment  Terms.  Section 6 of the  Original  Agreement  is
hereby amended to add the following new Sections 6(f) and (g):

               (f)The parties agree that the  Additional  Term began on February
12,  2002 and ended on April 30,  2003,  and during the Second  Additional  Term
agree as follows:

                  (i) Upon  execution of this  Amendment  (subject to a ten (10)
        business  day grace  period),  the Company  shall pay to PPTI the sum of
        [*****] plus amounts  invoiced for the months of September  and October,
        2003. On the first day of December, 2003 and on the first day of each of
        the next four (4) consecutive  months thereafter (e.g.  December 1, 2003
        through April 1, 2004, both  inclusive),  the Company shall pay PPTI the
        sum of [*****].

                  (ii) The Second  Additional  Term payments are predicated upon
        the  supply to  Company  by PPTI of the  Design  Services  specified  in
        Schedule 6 and [*****].

                  (iii)  Subject  to the  limitations  of  Section  6 (d) of the
        Original  Agreement  that the  Fully-Burdened  Cost of a  Qualified  Lot
        manufactured  by PPTI shall not exceed  [*****] during the prior [*****]
        period, with respect to the Injectable Disc Nucleus product, the cost to
        Company of  Materials  provided  to  Company  by PPTI  during the Second
        Additional Term shall be as specified in Schedule 7.

                  (iv) PPTI shall throughout the Second Additional Term continue
        to apply project  accounting to the work under the Original Agreement as
        amended hereby.  Within


                                       3


[*****]  Material is confidential and has been omitted and filed separately with
the Securities and Exchange Commission.


<PAGE>


        [*****] after the close of each month during the Second Additional Term,
        PPTI shall  provide the Company with a statement  (1) setting  forth the
        Materials,  Design  Services and other  services  provided to Company by
        PPTI and the related costs, and (2) itemizing any applicable credits due
        to the Company as set forth in the  Original  Agreement  and  additional
        payments due PPTI  pursuant to paragraph  (g) below.  The Company  shall
        make  any  payment  due  to  PPTI  with  [*****]  after  receipt  of the
        statement.  Any credit due to the Company  [*****] payable to PPTI under
        Section 6 (f)(i) above during the Second Additional Term.

               (g)Notwithstanding   anything  else  to  the  contrary  contained
        herein, the parties agree during the Second Additional Term that:

                  (i) Any credit due the Company upon  expiration  of the Second
        Additional Term, may be applied by Company to Materials, Design Services
        and/or other services  provided  hereunder during the [*****]  following
        the  expiration  of the Second  Additional  Term or as the  Company  may
        reasonably request following consultation with PPTI.

                  (ii) During the Second Additional Term, specific external PPTI
        expenses  previously  authorized  in writing by the  Company for special
        supplies,  services,  or equipment in an amount  greater than [*****] in
        the  aggregate per activity or task shall be paid by the Company to PPTI
        within  ten (10) days of  delivery  of an  invoice  therefor  from or on
        account of PPTI.

                  (iii)  During the Second  Additional  Term,  the [*****]  cost
        component of PPTI's  [*****] Cost for R&D personnel  shall be subject to
        the  limitations  of Section 6 (d) of the Original  Agreement  that such
        costs,  with respect to the Injectable Disc Nucleus  product,  shall not
        exceed [*****] and determined  [*****] as follows:  (a) the [*****] PPTI
        [*****] cost [*****]  costs  [*****]  costs,  [*****] by (b) the [*****]
        during the [*****].  Any  increase in the [*****]  costs for R&D [*****]
        shall be the [*****] for such R&D [*****], but not greater than [*****],
        with respect to the Injectable Disc Nucleus  product.  During the Second
        Additional  Term, PPTI shall initially  assess costs incurred by Company
        using a [*****]  cost per R&D [*****] of [*****],  and at the end of the
        Second Additional Term or upon termination of the Original  Agreement as
        amended hereby, PPTI shall calculate the [*****] cost [*****] during the
        Second   Additional   Term   (or   applicable   portion   thereof)   for
        reconciliation.

                  (iv) To the  extent  that  the  amounts  paid  by the  Company
        hereunder  exceed the actual  [*****] cost per R&D [*****],  the Company
        shall be  entitled to a credit  which may be applied as provided  above.
        The  Company  shall  pay to PPTI  such  amount,  if any,  by  which  the
        aggregate  [*****] cost per R&D [*****]  exceeds the amounts paid by the
        Company hereunder, subject to the limitations of the Original Agreement.
        A  statement  showing  any credit due to Company or payment  due to PPTI
        shall be provided to Company by PPTI within [*****] of the expiration or
        termination  of  the  Second  Additional  Term  (or  applicable  portion
        thereof),  together with a final  statement of any other  adjustments to
        actual expenses during the Second Additional Term, and Company shall pay
        to PPTI any payment due within [*****] of invoice.


                                       4


[*****]  Material is confidential and has been omitted and filed separately with
the Securities and Exchange Commission.


<PAGE>


                                                                   Exhibit 10.58


        5.   Representations,    Warranties   and   Covenants.   The   following
representations,  warranties and covenants shall supersede and replace those set
forth in Sections 7(a), (b), (c), and (f) of the Original Agreement:

               (a) PPTI  represents  and  warrants  to  Company  that it is duly
authorized  and  empowered  to enter into and perform this  Amendment;  that the
execution and performance of the Agreement,  as amended herein, by PPTI does not
and will not  conflict  with or  violate  any  contract,  agreement,  indenture,
mortgage,  instrument,  writ,  judgment,  or  order  of any  court,  arbiter  or
governmental  or  quasi-governmental  body to which  PPTI is a party or by which
PPTI is bound;  and that PPTI shall bring to the  attention  of the Company in a
timely manner any events or  circumstances  that may impair the full performance
by PPTI of its obligations under the Agreement , as amended herein.

               (b) PPTI  represents  and warrants to Company that prior to first
shipment of the Materials under the Agreement,  as amended herein,  it will have
applied for or received all necessary licenses, permits and Regulatory Approvals
for manufacture of Materials.

               (c) Subject to the  manufacturing  requirements  of the  Company,
PPTI agrees to adhere to all known laws, rules and regulations applicable to the
manufacture of Materials under this Agreement,  as amended herein,  and warrants
that the  Materials  will be  manufactured  in  accordance  with all  applicable
specifications  and will be  delivered  to  Company  free and clear of all third
party claims, liens and encumbrances.

               (d)Company  represents  and  warrants  to  PPTI  that  it is duly
authorized  and  empowered  to enter into and perform  this  Amendment;  and the
execution and performance of the Agreement,  as amended herein,  by Company does
not and will not conflict  with or violate any contract,  agreement,  indenture,
mortgage,  instrument,  writ,  judgment,  or  order  of any  court,  arbiter  or
governmental or quasi-governmental  body to which Company is a party or by which
Company is bound.

        6. Notices.  Notices hereunder or under the Original  Agreement shall be
in writing and shall be deemed to have been duly given if  personally  delivered
or when sent by  facsimile or other  telegraphic  means.  Such notices  shall be
effective upon receipt, if by personal delivery, or if by facsimile, on the date
of the confirmation of "ok"  transmission.  Addresses and persons to be notified
may be changed by either  party by giving  written  notice  thereof to the other
party.

               To Company:            Spine Wave, Inc.
                                      Two Enterprise Drive, Suite 302
                                      Shelton, Connecticut 06484
                                      Telecopy No: (203) 944-9493
                                      Attn: President

               With a copy to:        Spine Wave, Inc.
                                      Two Enterprise Drive, Suite 302
                                      Shelton , Connecticut 06484
                                      Telecopy No: (203) 944-9493
                                      Attn: Chief Patent Counsel


                                       5
<PAGE>


               To PPTI:               Protein Polymer Technologies, Inc.
                                      10655 Sorrento Valley Road
                                      San Diego, California  92121
                                      Telecopy No:  (858) 558-6477
                                      Attn:  President

               With a copy to:        Piper Rudnick
                                      203 North La Salle Street, Suite 1800
                                      Chicago, Illinois  60601
                                      Attn:  John H. Heuberger, Esq.
                                      Fax: (312) 630-5322

        7. Miscellaneous.

               (a)Schedules. The Amended and Restated Schedule 3 attached hereto
supersedes and replaces in its entirety the existing  Schedule 3 to the Original
Agreement.  Schedules 6 and 7 attached  hereto are hereby  added to the Original
Agreement as hereby amended.

               (b)Continuing  Agreement.  Each party  hereby  acknowledges  that
there have occurred no defaults  under or breaches of the Original  Agreement by
the other party.  Except as otherwise  provided herein,  the Original  Agreement
continues unchanged and in full force and effect.

               (c)Conflicts.    This   Amendment   supersedes   all   prior   or
contemporaneous  understandings or agreements,  whether written or oral, between
the  Company  and PPTI  with  respect  to such  Amendment.  In the  event of any
conflict  between  the terms of this  Amendment  and the  terms of the  Original
Agreement  as  defined  herein,  the terms of this  Amendment  shall  govern and
control.

               (d)  Further  Assurances.  The  Company and PPTI agree to execute
such further  instruments,  agreements and  documents,  and to take such further
action as may be reasonably  necessary to carry out the intent of the Agreement,
as  amended  herein.  PPTI  further  assures  Company  that it will use its best
efforts,  without  expenditure of PPTI funds,  to fully perform its  obligations
under the Agreement, as amended herein, [*****].

               (e)  Counterparts.  This Amendment may be executed by the parties
hereto in one or more counterparts and all of said  counterparts  taken together
shall be deemed to constitute one and the same instrument.

               (f)  Governing  Law.  This  Amendment  shall be governed  by, and
construed in accordance with, the laws of the State of California.

               (g)  Arbitration.  Any  controversy  or claim  arising  out of or
relating to the Agreement,  as amended herein, shall be resolved pursuant to the
Arbitration of Disputes clause of the License Agreement between the parties.


                                       6


[*****]  Material is confidential and has been omitted and filed separately with
the Securities and Exchange Commission.


<PAGE>


               (h) Right of [*****] Opportunity.

               (i) If, at any time during the term of this  Agreement,  provided
that the Company is not then in default under the terms of this Agreement,  PPTI
shall determine to dispose of its laboratory  furniture,  fixtures and equipment
used  in the  performance  of  this  Agreement  (collectively,  the  "Laboratory
Equipment")  outside of the ordinary course of business (other than by a sale of
all or  substantially  all of its  assets  to a third  party or by a  merger  or
consolidation in which PPTI shall not be the surviving  entity) and/or to assign
its  leasehold  interest  in its  laboratory  facility  or sublet or abandon its
laboratory facility other than in connection with aa relocation or consolidation
of its  laboratory  operations,  before  doing so, PPTI shall give not less than
[*****]  prior  written  notice to the  Company  of its  intention  to take such
action(s)  and shall  offer the  Company  the  [*****]  opportunity  [*****]  to
purchase all of such  Laboratory  Equipment  and/or to succeed to the laboratory
facility by lease assignment or by sublease or both, as applicable, at the price
and upon the  terms and  conditions  set  forth in the  notice  from PPTI to the
Company,  which price,  terms and conditions shall be PPTI's good faith estimate
of the [*****] value of the Laboratory  Equipment and/or the leasehold  interest
(if any),  as the case may be. The notice from PPTI to the Company shall include
a schedule of the  Laboratory  Equipment and the price to be sought  therefor by
PPTI, and a summary of the laboratory facility lease assignment or sublease.

               (ii) The Company shall have the right to purchase the  Laboratory
Equipment and/or to succeed to the laboratory facility at the price and upon the
terms and  conditions  indicated in the notice from PPTI by  delivering  to PPTI
written  notice of exercise of the right of [*****]  opportunity  herein granted
within  [*****]  of the  date of  delivery  of the  written  notice  from  PPTI;
provided,  however, that if the Company shall so desire,  promptly following the
date of delivery of written  notice from PPTI,  the Company shall have the right
to  [*****]  the  laboratory  facility  lease with the  [*****],  and PPTI shall
cooperate with the Company in such effort.  At the time of exercise of the right
of [*****]  opportunity  herein  granted,  the Company  shall deliver to PPTI an
earnest money deposit in an amount equal to [*****] of the purchase price of the
Laboratory  Equipment  plus  [*****] rent under the Lease.  Such  earnest  money
deposit shall be  non-refundable  absent a default by PPTI in the closing of the
subject  transaction  and shall be applied against the purchase price payable by
the Company at the closing provided for in clause (iii) below.

               (iii)  Closing  on  the  purchase  and  sale  of  the  Laboratory
Equipment and the transfer of the laboratory  facility shall occur at the office
of PPTI at 10:00 a.m., California time, on the day and date that is indicated in
the  written  notice  from PPTI to the  Company  (which  shall be no sooner than
[*****] of the date of delivery of the written  notice from PPTI to the Company,
or at such other time,  place and date as the parties shall mutually  agree.  At
the  closing,  the  Company  shall  pay the  purchase  price  of the  Laboratory
Equipment  by wire  transfer  to an  account  designated  by PPTI not less  than
[*****]  preceding the date of closing and, if the lease is  transferred  to the
Company in  connection  therewith,  the Company  shall either  deliver to PPTI a
release from its  obligations  under the facility  lease signed and delivered by
the  landlord,  or  shall  provide  to PPTI a full and  unconditional  indemnity
against  all  obligations  under the  lease.  In  addition,  the  Company  shall
reimburse to PPTI any security,  tax or other  deposits it may have posted under
the facility lease.


                                       7


[*****]  Material is confidential and has been omitted and filed separately with
the Securities and Exchange Commission.


<PAGE>


               (iv) In the event the  Company  shall not  exercise  the right of
[*****]  opportunity  herein granted,  PPTI shall be free to sell the Laboratory
Equipment  to a third  party at a price and upon terms that are  [*****] to PPTI
than those offered to the Company.  Similarly, if the Company shall not exercise
the right of [*****] opportunity herein granted,  PPTI shall be free to transfer
its laboratory  facility rights or abandon such rights and facilities as it sees
fit. If PPTI wishes to sell the  Laboratory  Equipment  on terms and  conditions
(including price) [*****] to PPTI than those offered to the Company,  PPTI shall
again offer such  Laboratory  Equipment to the Company  pursuant to this Section
7(h)  unless  the price of the  Laboratory  Equipment  is  [*****]  of the price
thereof offered to the Company.



        IN WITNESS  WHEREOF,  the parties have caused this  Agreement to be duly
executed as of the day and year first above written.

        SPINE WAVE, INC.


        By: /s/ Mark LoGuidice
           ---------------------------------------
            Mark LoGuidice
            President and Chief Executive Officer


        PROTEIN POLYMER TECHNOLOGIES, INC.



        By: /s/ J. Thomas Parmeter
           ---------------------------------------
            J. Thomas Parmeter
            President and Chief Executive Officer



                                       8


[*****]  Material is confidential and has been omitted and filed separately with
the Securities and Exchange Commission.


<PAGE>




                              AMENDED AND RESTATED

                                   SCHEDULE 3

                           QUALITY CONTROL PROCEDURES
                           --------------------------




                  Lot Qualification Tests        Initial  Cost
                  -----------------------        -------  ----

                                     [*****]



                                 Schedule 3 - 1


[*****]  Material is confidential and has been omitted and filed separately with
the Securities and Exchange Commission.


<PAGE>




                                   SCHEDULE 6

                         SECOND ADDITIONAL TERM SERVICES
                         -------------------------------


        This Schedule 6 identifies  certain Design  Services  contemplated to be
performed by various PPTI personnel during the Second Additional Term, which may
be amended from time to time in accordance with Section 4 hereinabove.

        During the Second  Additional  Term,  PPTI shall provide to Company,  at
Company's request and [*****], the [*****] set forth below or [*****] subject to
Company's reasonable prior approval, for up to the stated [*****], to:

        [*****]




                                 Schedule 6 - 1


[*****]  Material is confidential and has been omitted and filed separately with
the Securities and Exchange Commission.


<PAGE>




                                   SCHEDULE 7

               COST OF MATERIALS DURING THE SECOND ADDITIONAL TERM
               ---------------------------------------------------



--------------------------------------------------------------------------------

Material:                                        Cost:
---------                                        -----
--------------------------------------------------------------------------------

Qualified Lot supplied by PPTI                   [*****] per each Qualified Lot
--------------------------------------------------------------------------------

Qualified Lot supplied by third-party contract   [*****] per each Qualified Lot
manufacturer
--------------------------------------------------------------------------------



Initial PPTI supplied lot costs are as follows:

[*****]





                                 Schedule 7 - 3


[*****]  Material is confidential and has been omitted and filed separately with
the Securities and Exchange Commission.