STOCKHOLDER AGREEMENT



   STOCKHOLDER AGREEMENT (this "Agreement"), dated as of February 13, 2002,

among Smith & Nephew, Inc., a Delaware corporation ("Parent"), Orchid Merger

Corp, a Delaware corporation and a wholly owned subsidiary of Parent ("Sub"),

and the undersigned stockholder (the "Stockholder") of ORATEC Interventions,

Inc., a Delaware corporation (the "Company").



   WHEREAS, Parent, Sub and the Company are contemporaneously with the

execution hereof entering into an Agreement and Plan of Merger dated as of even

date herewith (as the same may be amended or supplemented, the "Merger

Agreement") to provide for the making of a cash tender offer (as such offer may

be amended from time to time, the "Offer") by Sub for any and all shares of

common stock, par value $.001 per share, of the Company (the "Common Stock") at

the Offer Price (as defined in the Merger Agreement) and the merger of the

Company and Sub (the "Merger");



   WHEREAS, the Stockholder legally and/or beneficially owns that number of

shares of Common Stock appearing on the signature page hereof (such shares, as

they may be adjusted by any stock dividend, stock split, recapitalization,

combination or exchange of shares, merger, consolidation, reorganization or

other change or transaction of or by the Company (each, an "Adjustment Event"),

and any additional shares of Common Stock that become legally and/or

beneficially owned by the Stockholder as the result of the exercise of any

stock option, warrant or other security after the date hereof, being referred

to herein as the "Subject Shares"); and



   WHEREAS, as a condition to their willingness to enter into the Merger

Agreement, Parent and Sub have requested that the Stockholder enter into this

Agreement;



   NOW, THEREFORE, to induce Parent and Sub to enter into, and in consideration

of their entering into, the Merger Agreement, and in consideration of the

premises and the representations, warranties and agreements contained herein,

the parties agree as follows:



   1.  Representations and Warranties of the Stockholder.  The Stockholder

hereby represents and warrants to Parent and Sub as follows:



      (a) Authority.  The Stockholder has all requisite power and authority to

   enter into this Agreement and to consummate the transactions contemplated

   hereby. This Agreement has been duly authorized, executed and delivered by

   the Stockholder and constitutes a valid and binding obligation of the

   Stockholder enforceable in accordance with its terms, except to the extent

   enforceability may be limited by bankruptcy, insolvency, reorganization,

   moratorium, fraudulent conveyance or other laws of general applicability

   relating to or affecting the enforcement of creditors' rights and by the

   effect of general principles of equity (regardless of whether enforceability

   is considered in a proceeding in equity or at law). The execution and

   delivery of this Agreement does not, and the consummation of the

   transactions contemplated hereby and compliance with the terms hereof will

   not, conflict with, result in any violation of or default (with or without

   notice or lapse of time or both) under, any provision of any trust

   agreement, loan or credit agreement, note, bond, security agreement,

   mortgage, indenture, lease or other agreement, instrument, permit,

   concession, franchise, license, judgment, order, notice, decree, statute,

   law, ordinance, rule or regulation applicable to the Stockholder or to the

   Stockholder's property or assets. Except for informational filings with the

   SEC, no consent, approval, order or authorization of, or registration,

   declaration or filing with, any court, administrative agency or commission

   or other governmental authority or instrumentality, domestic, foreign or

   supranational, is required by or with respect to the Stockholder in

   connection with the execution and delivery of this Agreement or the

   consummation by the Stockholder of the transactions contemplated hereby.



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      (b) The Shares.  The Stockholder has good and marketable title to the

   Subject Shares, free and clear of any claims, liens, encumbrances, security

   interests, proxies, voting trusts, agreements, options, rights or any other

   encumbrances whatsoever on title, transfer, or exercise of any rights of a

   stockholder in respect of such Subject Shares except for any encumbrances

   arising hereunder. The Stockholder owns legally and/or beneficially no

   shares of Common Stock other than the Subject Shares.



   2.  Representations and Warranties of Parent and Sub.  Parent and Sub hereby

represent and warrant to the Stockholder that each of Parent and Sub has all

requisite corporate power and authority to enter into this Agreement and to

consummate the transactions contemplated hereby. The execution and delivery of

this Agreement by Parent and Sub, and the consummation of the transactions

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