EXHIBIT 10.25(c)


                        AMENDMENT TO EMPLOYMENT AGREEMENT

     This  Amendment  to  Employment  Agreement is entered into this 20th day of
December  2001 and  effective  as of the 31st day of December  2001  ("Effective
Date") by and between Integra LifeSciences Holdings Corporation  ("Integra") and
George McKinney, Ph.D. ("McKinney"), with reference to the following

                                   BACKGROUND.

     WHEREAS,  McKinney and Integra  entered into an Employment  Agreement dated
February  22,  2001 and  effective  as of  February  28,  2001 (the  "Employment
Agreement");

     WHEREAS,  the  Employment  Agreement  provides,  among  other  things,  for
McKinney's  retiring  from his position as Executive  Vice  President  and Chief
Operating Officer effective  December 31, 2001 and remaining as an employee with
the title "Consultant to the President and CEO" until June 30, 2002;

     WHEREAS,  the Employment  Agreement provides for the payment to McKinney of
certain compensation through June 30, 2002;

     WHEREAS,  McKinney has facilitated a smooth and effective transition of his
matters to other colleagues at Integra and its subsidiaries; and

     WHEREAS,  because of McKinney's  efforts in  facilitating  the  transition,
Integra has  determined  to  accelerate  payments  owing to  McKinney  under the
Employment Agreement.

     NOW THEREFORE,  in consideration of the premises and the mutual  agreements
contained  herein and intending to be legally bound hereby,  the parties  hereto
agree as follows:

     1.   Paragraph  2 of the  Employment  Agreement  shall  be  deleted  in its
entirety and replaced with the following:

     2.   POSITION AND PAYMENTS.  McKinney  hereby  resigns from his position as
Executive  Vice  President  and Chief  Operating  Officer of  Integra  effective
December 31,  2001.  McKinney  shall remain as an employee on Integra's  payroll
until June 30, 2002 with the title  "Consultant  to the  President  and CEO" and
shall receive  $67,500 as  compensation  for such six-month  period,  payable in
semi-monthly installments,  net of withholding taxes, and McKinney shall receive
the benefits that are  described on Exhibit B of the  Employment  Agreement.  In
addition, on December 31, 2001 Integra shall make a payment of $202,500,  net of
withholding taxes, to McKinney.  At all times after December 31, 2001,  McKinney
shall not be required  to maintain a residence  in the State of New Jersey or be
present at Integra's  principal  executive  offices  located in Plainsboro,  New
Jersey,  and, after such date, McKinney shall have the right, at his expense, to
perform  his work for  Integra  in the  Boston  metropolitan  area or such other
location as he may  select,  provided,  however  that  McKinney,  in his role as
Consultant  to the  President  and CEO,  shall until June 30, 2002 make  himself
available to the President and CEO of Integra at all reasonable times and agrees
to travel to  Integra's  sites on an  as-needed  basis in order to  perform  his
consulting duties for Integra,  and, provided further,  however, that except for
reasonable  travel  expenses and for expenses  relating to  McKinney's  use of a
cellular  telephone on business for Integra and telephone  expenses  relating to
McKinney's   remote   connections  to  the  Integra  computer  system  based  in
Plainsboro,  New Jersey,  Integra shall not be  responsible  to pay or reimburse
McKinney during any period in which he is serving as Consultant to the President
and CEO for any costs or expenses that McKinney incurs in maintaining his office
outside Integra's principal executive offices located in Plainsboro, New Jersey.
In order to receive  reimbursement for the expenses set forth in this Section 2,
McKinney  shall  submit   appropriate   documentation  that  substantiates  such
expenses.





     2.   Except as amended  hereby,  the Employment  Agreement  shall remain in
          full force and effect.

     IN WITNESS  WHEREOF,  the parties  hereto have executed  this  Amendment to
Employment Agreement as of the date first above written.

/s/ George McKinney
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                                            Witness:

Integra LifeSciences Holdings Corporation


By: /s/ Stuart M. Essig
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    Stuart M. Essig
    President and CEO