INTEGRA LIFESCIENCES CORPORATION

                          EMPLOYEE STOCK PURCHASE PLAN

                          (As amended on May 17, 2004)





     1. Purpose. This Employee Stock Purchase Plan (the "Plan") is intended to
encourage stock ownership by all eligible employees of Integra LifeSciences
Corporation (the "Company") and of certain of its "subsidiary corporations" (as
defined in Section 424(f) of the Internal Revenue Code of 1986, as amended (the
"Code")) so that they may acquire a, or increase their, proprietary interest in
the success of the Company. It is further intended that options issued pursuant
to this Plan shall constitute options issued pursuant to an "employee stock
purchase plan," within the meaning of Section 423 of the Code. The Company's
Board of Directors (the "Board") may, from time to time, approve participation
in the Plan by employees of any subsidiary corporation of the Company and/or of
any "parent corporation" of the Company (as defined in Section 424(e) of the
Code).

     2. Administration. The Plan shall be administered by the Stock Option
Committee (the "Committee") of the Board. Acts approved by a majority of the
Committee at which a quorum is present, or acts without a meeting reduced to or
approved in writing by a majority of the members of the Committee, shall be the
valid acts of the Committee. Each member of the Committee, while serving as
such, shall be deemed to be acting in his or her capacity as a director of the
Company. The Committee shall have full and final authority, in its discretion
but subject to the express provisions of the Plan: (a) to interpret the Plan;
(b) to make, amend, and rescind rules and regulations relating to the Plan; (c)
to determine the terms and provisions of the instruments by which options shall
be evidenced; and (d) to make all other determinations necessary or advisable
for the administration of the Plan. No member of the Board or of the Committee
shall be liable for any action or determination made in good faith with respect
to the Plan or any option granted hereunder. Any and all authority of the
Committee may be delegated by the Committee to a Plan Administrator.

     3. Eligibility.

     (a) General Rule. Except as provided in paragraph (b) below and subject to
Section 9(e), each employee of the Company or a participating subsidiary
corporation shall be eligible for option grants described in Section 5.

     (b) Exceptions. An employee will not be eligible to participate in the Plan
if he or she is customarily employed by the Company or a participating
subsidiary corporation for twenty (20) hours or fewer per week or if he or she
is customarily employed by the Company or a participating subsidiary corporation
for not more than five (5) months in any calendar year. Further, an employee who
is classified by the rules of the Committee as a "temporary employee" and who
has been employed for less than six months, will not be eligible to participate
in the Plan. In addition, in no event may an employee be granted an option if
such employee, immediately after the option is granted would own stock
possessing five (5) percent or more of the total combined voting power or value
of all classes of stock of the Company or of its parent corporation (if any) or
of a subsidiary corporation. For purposes of determining stock ownership under
this paragraph, the rules of Section 424(d) of the Code (relating to attribution
of stock ownership) shall apply, and stock which the employee may purchase under
outstanding options shall be treated as stock owned by the employee.



     4. Stock. The stock subject to the options shall be shares of the Company's
authorized but unissued or reacquired as Treasury shares $.01 par value common
stock ("Common Stock"). The aggregate number of shares of Common Stock which may
be issued under options shall not exceed one million five hundred thousand
(1,500,000); provided that such number shall be adjusted if required by Section
9(h).

     5. Grant of Option.

     (a) Grant of Option. Employees shall have the right to purchase shares of
Common Stock through payroll deductions under options granted as of July 1, 1998
(or, in the Committee's discretion, as soon as administratively practicable
thereafter) and as of the first business day of each subsequent January (the
"Grant Dates"). Each employee who meets the eligibility requirements of Section
3 shall be granted an option on the first Grant Date coinciding with or
immediately following the date he or she becomes an eligible employee, and on
each succeeding Grant Date, provided he or she continues to meet the eligibility
requirements of Section 3. The term of the first option term shall be six (6)
calendar months (or, in the Committee's discretion may be fewer than six (6)
calendar months); the terms of the second and succeeding options shall be twelve
(12) calendar months (from January 1 to December 31). If an individual becomes
an eligible employee after the commencement and before October 1 of an Option
Term, he or she shall be granted an option as of the first business day of the
first calendar quarter (i.e., the first business day occurring on or after April
1, July 1, or October 1) (collectively, the "Delayed Grant Dates") coinciding
with or immediately following his or her eligibility date, provided he or she
continues to meet the eligibility requirements of Section 3. (b) Limit on Number
of Shares Purchasable Under Option. In no event may the number of full shares
purchased by an employee under an option granted pursuant to paragraph (a) above
exceed 8,000 for an Option Term; provided that such number shall be adjusted if
required by Section 9(h). The share limit in the preceding sentence shall be
prorated in the case of an employee who is granted an option on a Delayed Grant
Date. Further, the aggregate number of full shares of Common Stock purchasable
under an option for an Option Term shall be subject to the limitations described
in Section 9(e) and Section 9(k).

     6. Participation.

     (a) Payroll Deductions. Subject to rules established by the Committee from
time to time, an eligible employee may elect to participate in the Plan by
making payroll deductions (as a whole percentage of the employee's basic rate of
compensation each pay, subject to the limits set forth in paragraph (b) below)
for each Option Term in which the employee is eligible to participate. For
purposes of this Plan, "basic rate of compensation" shall mean an employee's
basic hourly rate or salary from the Company and its participating subsidiary
corporations, excluding any commissions, bonuses, overtime, or other extra or
incentive pay.

     (b) Maximum Payroll Deduction. The maximum total payroll deductions for any
employee for an Option Term may not exceed fifteen (15) percent of the
employee's basic rate of compensation (as defined in paragraph (a) above) for
the Option Term (or, if the employee has a Delayed Grant Date, for the portion
of the Option Term during which the employee is eligible to participate).



     (c) No Interest on Payroll Deductions. Payroll deductions made under the
Plan will be held as general assets of the Company or a participating
subsidiary, and will not be credited with any interest.

     (d) Participation after Surrender or Cessation of Payroll Deductions. Each
employee who has satisfied the eligibility requirements of Section 3 but who has
elected to surrender his or her option or to cease payroll deductions in
accordance with Section 8 (or, as described in paragraph (f) below, is deemed to
have surrendered his or her option) for an Option Term, shall be granted an
option in accordance with Section 5 in subsequent Option Terms, provided the
employee continues to meet the eligibility requirements of Section 3. However,
such employee must submit a new payroll deduction agreement under paragraph (a)
above in order to begin payroll deductions for a subsequent Option Term.

     (e) No Contract to Purchase. Electing to make payroll deductions for any
Option Term will not constitute a contract to purchase any of the Common Stock
purchasable under an option.

     (f) Waiver of Rights. An employee who fails to elect to participate in the
Plan for an Option Term in the manner and within the time provided under
paragraph (a) above shall be deemed to have surrendered the option granted to
the employee for such Option Term and shall have no further rights under the
Plan with respect to such surrendered option.

     7. Exercise of Option.

     (a) Method of Exercise. Unless the employee has surrendered his or her
option and withdrawn his or her payroll deductions in accordance with Section
8(a) (or is deemed to have surrendered his or her option under Section 6(f)), as
of the last business day of each Option Term (the "Exercise Date"), the employee
will be credited for such number of full shares of Common Stock as his or her
accumulated payroll deductions shall be sufficient to pay for in full, subject
to the limitations of Section 5(b).

     (b) Return of Excess Payroll Deductions. Any payroll deductions remaining
after the employee exercises an option for an Option Term shall be refunded to
the employee.

     8. Employee's Right to Surrender Option and/or Cease Payroll Deductions.

     (a) Surrender of Option and Withdrawal of Payroll Deductions. An employee
may elect to surrender his or her option for any Option Term and withdraw any
payroll deductions already made for the Option Term under the Plan by giving
written notice to the Company. However, in order for such surrender to be
effective for the Option Term, the employee's written notice must be received by
the Company on or before the sixtieth (60th) calendar day prior to the end of
the Option Term. All of such employee's payroll deductions will be refunded to
him or her as soon as practicable after the Company receives the employee's



notice of withdrawal, and no further payroll deductions will be made from the
employee's pay until the employee completes a new payroll deduction agreement in
accordance with Section 6(a) for a subsequent Option Term. As to any option so
surrendered, the employee shall have no further right of any nature at any
subsequent time.

     (b) Cessation of Payroll Deductions. Without withdrawing any payroll
deductions already made for the Option Term, an employee may elect to terminate
his or her participation in part during an Option Term by ceasing payroll
deductions for the remainder of the Option Term. However, in order for such
election to be effective for the Option Term, the employee must give the Company
written notice of such election in accordance with procedures prescribed by the
Committee. An employee who elects to cease payroll deductions for an Option Term
shall not be eligible to resume payroll deductions during such Option Term.

     (c) No Effect on Later Participation. An employee's surrender of an option
and/or cessation of payroll deductions for an Option Term will not have any
effect upon his or her eligibility to participate in the Plan for subsequent
Option Terms.

     (d) Surrender Upon Termination of Employment. Upon termination of the
employee's employment during an Option Term for any reason, including
retirement, payroll deductions made by the employee for such Option Term will be
refunded to the employee, or, in the case of death, to the person or persons
entitled thereto under Section 9(g).

     9. Terms and Conditions of Options. Stock options granted pursuant to the
Plan shall be evidenced by agreements in such form as the Committee shall
prescribe, provided that all employees granted such agreements shall have the
same rights and privileges (except as otherwise required under the Plan), and
provided further that such agreements shall comply with and be subject to the
terms and conditions set forth below.

     (a) Number of Shares. Each option shall state the maximum number of shares
to which it pertains.

     (b) Option Price. The per share exercise price of an option shall be the
lesser of (i) 85% of the per share fair market value of the Common Stock as of
the Grant Date (or the employee's Delayed Grant Date) for the Option Term, or
(ii) 85% of the per share fair market value of the Common Stock as of the
Exercise Date for the Option Term. In making such determination, during such
time as the Common Stock is listed upon an established stock exchange or
exchanges, the per share "fair market value" shall be deemed to be the quoted
closing price on the last business day before the Grant Date, Delayed Grant
Date, or Exercise Date, whichever is applicable. During such time as the Common
Stock is not listed upon an established stock exchange, the per share fair
market value shall be determined by the Committee by a method sanctioned by the
Code, or rules and regulations thereunder. The fair market value per share is to
be determined in accordance with Treas. Reg. Section Section 1.421-7(e) and
20.2031-2. Subject to the foregoing, the Committee in fixing the exercise price
shall have full authority and be fully protected in doing so.



     (c) Medium and Time of Payment. The exercise price of an option shall be
payable in United States dollars upon the exercise of the option and shall be
payable only by accumulated payroll deductions made in accordance with Section
6.

     (d) Term of Option. No option may be exercised after the end of the Option
Term in which the option was granted.

     (e) Accrual Limitation. No option shall permit the rights of an employee to
purchase stock under all employee stock purchase plans, intended to qualify
under Section 423 of the Code, of the Company and its parent corporation (if
any) and subsidiary corporations to accrue at a rate which exceeds $25,000 in
fair market value of such stock (determined at the time options are granted) for
each calendar year in which the option is outstanding at any time. For purposes
of this paragraph (e) -- (i) the right to purchase Common Stock under an option
accrues when the option (or any portion thereof) first becomes exercisable
during the calendar year; (ii) the right to purchase Common Stock under an
option accrues at the rate provided in the option but in no case may such rate
exceed $25,000 of fair market value of such Common Stock (determined on the
Grant Date of such option) for any one calendar year; and (iii) a right to
purchase Common Stock which has accrued under one option granted pursuant to the
Plan may not be carried over to any other option.

     (f) Termination of Employment. In the event that an employee ceases to be
employed by the Company and its participating subsidiary corporations for any
reason during the employee's participation in an Option Term, such individual
shall be deemed to have surrendered his or her option for such Option Term and
his or her accumulated payroll deductions shall be refunded in accordance with
Section 8(d). Whether an authorized leave of absence for military or
governmental service shall constitute termination of employment for the purposes
of the Plan shall be determined by the Committee in accordance with applicable
law, which determination, unless modified by the Board (in accordance with
applicable law), shall be final and conclusive.

     (g) Nontransferability. Neither payroll deductions made by an employee, nor
any rights with regard to the exercise of an option or to receive stock, nor any
rights to a return of payroll deductions under the Plan may be assigned,
transferred, pledged or otherwise disposed of in any way by the employee. Any
such attempted assignment, transfer, pledge or other disposition shall be
without effect. Notwithstanding the foregoing, any rights to a return of payroll
deductions under the Plan after surrender of an option due to an employee's
death, as described in Section 8(d), may be transferred by will or the laws of
descent and distribution. An option may be exercised only by the employee.

     (h) Recapitalization. Subject to any required action by the stockholders,
the share limits of Section 4 and Section 5(b) and the number of shares of
Common Stock covered by each outstanding option, and the price per share in each
such option, shall be proportionately adjusted for any increase or decrease in
the number of issued shares of Common Stock of the Company resulting from a
subdivision (stock-split) or consolidation (reverse-split) of shares or the



payment of a stock dividend (but only on the Common Stock) or any other increase
or decrease in the number of such shares affected, without receipt of
consideration by the Company. Subject to any required action by the
stockholders, if the Company shall be the surviving corporation in any merger or
consolidation, each outstanding option shall pertain and apply to the securities
to which a holder of the number of shares of Common Stock subject to the option
would have been entitled. A dissolution or liquidation of the Company or a
merger or consolidation in which the Company is not the surviving corporation,
shall cause each outstanding option to terminate, provided that each employee
granted an option under this Plan shall, in such event, have the right
immediately prior to such dissolution or liquidation, or merger or consolidation
in which the Company is not the surviving corporation, to exercise his or her
option. In the event of a change in the Common Stock of the Company as presently
constituted which is limited to a change of all of its authorized shares with
par value into the same number of shares with a different par value or without
par value, the shares resulting from any such change shall be deemed to be
Common Stock within the meaning of the Plan. To the extent that the foregoing
adjustments relate to stock or securities of the Company, such adjustments shall
be made by the Committee, whose determination in that respect shall be final,
binding and conclusive provided that each option granted pursuant to this Plan
shall not be adjusted in a manner that causes the option to fail to continue to
qualify as an option issued pursuant to an "employee stock purchase plan" within
the meaning of Section 423 of the Code. Except as expressly provided in this
paragraph (h), an employee shall have no rights by reason of any subdivision or
consolidation of shares of stock of any class, the payment of any stock
dividend, any other increase or decrease in the number of shares of stock of any
class, or any dissolution, liquidation, merger, or consolidation or spin-off of
assets or stock of another corporation; and any issue by the Company of shares
of stock of any class, or securities convertible into shares of stock of any
class, shall not affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to the option.
The grant of an option pursuant to the Plan shall not affect in any way the
right or power of the Company to make adjustments, reclassification,
reorganizations or changes of its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its business or assets.

     (i) Rights as a Stockholder. An employee shall have no rights as a
stockholder with respect to any shares of Common Stock covered by his or her
option until the date the option is exercised in accordance with the terms of
the Plan. No adjustment shall be made for dividends (ordinary or extraordinary,
whether in cash, securities or other property) or distributions or other rights
for which the record date is prior to the date such stock certificate is issued,
except as provided in paragraph (h) above.

     (j) Investment Purpose. Each option under the Plan shall be granted on the
condition that the purchases of Common Stock thereunder shall be for investment
purposes and not with a view to resale or distribution, except that in the event
the Common Stock subject to such option is registered under the Securities Act
of 1933, as amended (the "Securities Act"), or in the event a resale of such
stock without such registration would otherwise be permissible, such condition
shall be inoperative if in the opinion of counsel for the Company such condition
is not required under the Securities Act or any other applicable law, regulation
or rule of any governmental agency.



     (k) Adjustment in Number of Shares Exercisable. If the aggregate number of
shares purchased under options granted under the Plan exceeds the aggregate
number of shares of Common Stock specified in Section 4, the Company shall make
a pro rata allocation of the shares available for distribution so that the limit
of Section 4 is not exceeded, and the balance of payroll deductions made by each
participating employee shall be returned to him or her as promptly as possible.

     (l) Other Provisions. The option agreements authorized under the Plan shall
contain such other provisions as the Committee shall deem advisable, provided
that no such provision may in any way be in conflict with the terms of the Plan.

     10. Indemnification of Committee. In addition to such other rights of
indemnification as they may have as directors or as members of the Committee,
the members of the Committee shall be indemnified by the Company against the
reasonable expenses, including attorneys' fees actually and necessarily incurred
in connection with the defense of any action, suit or proceeding, or in
connection with any appeal therein, to which they or any of them may be a party
by reason of any action taken or failure to act under or in connection with the
Plan or any option granted thereunder, and against all amounts paid by them in
settlement thereof (provided such settlement is approved by independent legal
counsel selected by the Company) or paid by them in satisfaction of a judgment
in any such action, suit or proceeding, except in relation to matters as to
which it shall be adjudged in such action, suit or proceeding that such
Committee member is liable for negligence or misconduct in the performance of
his or her duties; provided that within sixty (60) days after institution of any
such action, suit or proceeding a Committee member shall in writing offer the
Company the opportunity, at its own expense, to handle and defend the same.

     11. Amendment of Plan. The Committee may, to the extent permitted by law,
from time to time, with respect to any shares of Common Stock not subject to
options at the time, suspend, discontinue, revise or amend the Plan in any
respect whatsoever except that no such revision or amendment may permit granting
of options under this Plan to persons other than employees of the Company, its
parent corporation (if any) or a subsidiary corporation, or otherwise cause
options issued under it to fail to meet the requirements of Section 423 of the
Code. Furthermore, the Plan may not, without the approval of a majority of the
votes cast at a duly held stockholders' meeting at which a quorum representing a
majority of all outstanding voting stock is, either in person or by proxy,
present and voting on the Plan, be amended in any manner that will change the
number of shares subject to the Plan.

     12. Effective Date of Plan. The Plan will become effective as of July 1,
1998, or as soon as administratively practicable thereafter, subject, however,
to approval by the holders of at least a majority of the Common Stock present or
represented, and entitled to vote, at a special or annual meeting of the
stockholders at which a quorum is present held within twelve (12) months before
or after February 27, 1998 (the date the Plan was approved by the Board). If the
Plan is not so approved, the Plan shall not become effective.



     13. Absence of Rights. The granting of an option to a person shall not
entitle that person to continued employment by the Company or a participating
subsidiary corporation or affect the terms and conditions of such employment.
The Company or any subsidiary corporation shall have the absolute right, in its
discretion, to terminate an employee's employment, whether or not such
termination may result in a partial or total termination of his or her option
under this Plan.

     14. Application of Funds. The proceeds received by the Company from the
sale of Common Stock pursuant to options will be used for general corporate
purposes.

     15. Miscellaneous.

     (a) Provisions of Plan Binding. The provisions of the Plan shall, in
accordance with its terms, be binding upon, and inure to the benefit of, all
successors of each employee participating in the Plan, including, without
limitation, such employee's estate and the executors, administrator or trustees
thereof, heirs and legatees, and any receiver, trustee in bankruptcy or
representative of creditors of such employee.

     (b) Applicable Law. Delaware law shall govern all matters relating to this
Plan except to the extent it is superseded by federal law.