Employment Agreement

                2.             Position.  Integra hereby employs McKinney as Executive Vice President and Chief Operating Officer at his current salary, benefits and vacation as described on Exhibit B attached hereto (collectively, “Compensation”) until December 31, 2001, and McKinney hereby agrees to such employment and agrees to render services to Integra in such capacity until such time.  Thereafter, McKinney shall remain on Integra’s payroll until June 30, 2002 as consultant to the President and CEO at the same Compensation, provided, however, that (a) on June 30, 2002, McKinney’s employment with Integra shall terminate and (b) McKinney shall be entitled to no severance or other payments of any kind whatsoever except for a lump sum payment equivalent to six months’ salary at the same rate of salary that is set forth on Exhibit B (net of all applicable withholding taxes) which lump sum payment shall be payable to him within eight business days after June 30, 2002 (the “Severance Payment”).  Notwithstanding the foregoing, at Integra’s option, in its sole discretion, Integra may replace McKinney as Executive Vice President and Chief Operating Officer prior to December 31, 2001, provided, however, that, at his election, McKinney shall remain on the Integra payroll as a consultant to the President and CEO from the date of such replacement until June 30, 2002 at the same Compensation and shall receive the Severance Payment within eight business days after June 30, 2002, and provided, further, however, that if McKinney elects not to remain on the Integra payroll after his replacement as Executive Vice President and Chief Operating Officer, McKinney shall be entitled to receive the Severance Payment within eight business days after the date that his employment with Integra terminates, and, provided further, that if McKinney elects to remain on the Integra payroll after he no longer is Executive Vice President and Chief Operating Officer and ultimately mutually agrees with Integra to terminate his employment with Integra on or prior to June 30, 2002, McKinney shall be entitled to receive the Severance Payment within eight business days after the date that his employment with Integra terminates.  At all times after December 31, 2001, or from the date that he is replaced as Executive Vice President and Chief Operating Officer if prior to December 31, 2001 if McKinney has elected to remain on the Integra payroll, McKinney shall not be required to maintain a residence in the State of New Jersey or to 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 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 a Consultant 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.

                3.             Stock Options.  McKinney shall retain all stock options granted to him before the Effective Date and shall not be eligible to receive any additional grants of stock options.              All of the stock options granted to McKinney before the Effective Date shall remain subject to all terms and conditions provided in the plans pursuant to which they were granted.  In addition, such stock options shall remain vested or continue to vest, as the case may be, in accordance with the vesting schedules provided in the stock option plans pursuant to which they were granted, and McKinney may continue to exercise such stock options pursuant to the terms of such stock option plans.  A schedule of the existing stock options is appended hereto as Exhibit C.