LEASE



                       METROPOLITAN LIFE INSURANCE COMPANY

                             A New York corporation



                                   As Landlord



                                       and



                                 REGEN BIOLOGICS

                             A Delaware corporation



                                    As Tenant



                                 SEAPORT CENTRE

                            REDWOOD CITY, CALIFORNIA



{PAGE}



                                      LEASE



                  THIS LEASE is made as of April 10, 1996 by and between

METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation ("Landlord"), and

REGEN BIOLOGICS, a Delaware corporation ("Tenant").



                             BASIC LEASE PROVISIONS



         1. PREMISES LOCATION: Building 12; Suite 545; Phase II of Seaport

Centre; Penobscot Drive, Redwood City, California 94063.



         2. [Intentionally deleted because not incorporated into Sublease.]



         3. [Intentionally deleted because not incorporated into Sublease.]



         4. [Intentionally deleted because not incorporated into Sublease.]



         5. [Intentionally deleted because not incorporated into Sublease.]



         6. [Intentionally deleted because not incorporated into Sublease.]



         7. [Intentionally deleted because not incorporated into Sublease.]



         8. [Intentionally deleted because not incorporated into Sublease.]



         9. [Intentionally deleted because not incorporated into Sublease.]



         10. [Intentionally deleted because not incorporated into Sublease.]



         11. [Intentionally deleted because not incorporated into Sublease.]



         12. [Intentionally deleted because not incorporated into Sublease.]



         13.      SOLE PERMITTED USE: General office, research and development,

laboratory use, storage, light manufacturing and



{PAGE}

assembly; however, in no event in violation of any provision of any rules and

regulations for the Project.



         14. [Intentionally deleted because not incorporated into Sublease.]



                  IN WITNESS WHEREOF, the parties hereto have executed this

Lease, consisting of the foregoing Basic Lease Provisions and Paragraphs I

through 47 which follow, together with the attached Addendum to Office Lease,

Construction Addendum and Exhibits A through C inclusive, incorporated herein by

this reference, as of the date first above written. The foregoing Basic Lease

Provisions are an integral part of this Lease; however, in the event of any

conflict between any Basic Lease Provision and the balance of this Lease, the

latter shall control.



LANDLORD:



METROPOLITAN LIFE INSURANCE COMPANY,

a New York corporation



By: /s/ Assistant General Counsel

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

Its: Assistant General Counsel



TENANT:



REGEN BIOLOGICS,



A Delaware corporation



By: /s/ James T. McKinley

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

Its: President and CEO



{PAGE}



                             LEASE OF PREMISES; TERM



PARAGRAPH 1



         (a) [Intentionally deleted because not incorporated into Sublease.]



         (b) [Intentionally deleted because not incorporated into Sublease.]



         (c) [Intentionally deleted because not incorporated into Sublease.]



                BASIC ANNUAL RENT AND RENT-ADJUSTMENTS



PARAGRAPH 2



         (a) [Intentionally deleted because not incorporated into Sublease.]



         (b) [Intentionally deleted because not incorporated into Sublease.]



         (c) [Intentionally deleted because not incorporated into Sublease.]



                            ADDITIONAL RENT



PARAGRAPH 3



         (a) [Intentionally deleted because not incorporated into Sublease.]



         (b) [Intentionally deleted because not incorporated into Sublease.]



         (c) [Intentionally deleted because not incorporated into Sublease.]



         (d) [Intentionally deleted because not incorporated into Sublease.]



         (e) [Intentionally deleted because not incorporated into Sublease.]



         (f) [Intentionally deleted because not incorporated into Sublease.]



                                  1.

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         (g) [Intentionally deleted because not incorporated into Sublease.]



         (h) [Intentionally deleted because not incorporated into Sublease.]



                                SECURITY DEPOSIT



PARAGRAPH 4



         [Intentionally deleted because not incorporated into Sublease..]



                              SUBSTITUTED PREMISES



PARAGRAPH 5 - Intentionally Omitted.



                                     REPAIRS



PARAGRAPH 6



         (a)      [Intentionally deleted because not incorporated into

Sublease.]



         (b)      Tenant's Repairs. Tenant shall, at Tenant's sole cost and

expense, make all repairs to the Premises and fixtures therein which Landlord is

not required to make pursuant to Paragraph 6(a) above, including, without

limitation, repairs to the interior walls, ceilings and windows of the Premises,

the interior doors, Tenant's signage, and the electrical, life-safety, plumbing

and heating, ventilation and air conditioning systems located within or serving

the Premises and shall maintain the Premises, the fixtures and utilities systems

therein, and the area immediately surrounding the Premises (including all

garbage enclosures), in a good, clean and safe condition. Tenant shall deliver

to Landlord a copy of any maintenance contract entered into by Tenant with

respect to the Premises. Tenant shall also, at Tenant's expense, keep any

nonstandard heating, ventilating and air conditioning equipment and other

non-standard equipment in the Building in good condition and repair, using

contractors approved in advance, in writing, by Landlord. Notwithstanding

Paragraph 6(a) above, Tenant will pay for any repairs to the Building or the

Project which are caused by any negligence or carelessness of Tenant or its

assignees, subtenants or employees, or of the respective agents of any of the

foregoing persons, or of any other persons permitted in the Building or

elsewhere in the Project by Tenant



                                       2.

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or any of them. Tenant will maintain the Premises, and will leave the Premises

upon termination of this Lease, in a safe, clean, neat and sanitary condition.



                          IMPROVEMENTS AND ALTERATIONS



PARAGRAPH 7



         (a)      [Intentionally deleted because not incorporated into

Sublease.]



         (b)      Alterations.



                  (1)      Tenant shall not make any alterations, additions, or

improvements of or to the Premises (collectively "Alterations") without the

prior written consent of Landlord, which consent shall not be unreasonably

withheld. At the time such consent is requested, Tenant shall furnish to

Landlord for Landlord's written approval (which shall not be unreasonably

withheld) the names of Tenant's architect, Tenant's contractor(s) and all

subcontractors who will be supplying materials or performing work in connection

with such Alterations, a copy of all plans for the proposed work, an estimate of

the cost thereof and such other information as shall be requested by Landlord

substantiating Tenant's ability to pay for such work. No less than ten (10) days

prior to the commencement of any Alterations, Tenant shall deliver to Landlord

certificates of insurance from the carrier(s) providing insurance to Tenant's

architect and Tenant's contractor(s) evidencing the following types of coverage

in such amounts as are reasonably determined by Landlord to be necessary: (i)

professional liability insurance; (ii) commercial general liability insurance;

(iii) business automobile liability insurance; (iv) workers' compensation

insurance; and (v) umbrella liability insurance. The insurance specified in (i),

(ii), (iii) and (v) above shall name Landlord as an additional insured, and all

such policies shall provide that thirty (30) days' written notice must be given

to Landlord prior to termination or cancellation. Landlord, at its sole option,

may require as a condition to the granting of such consent to any work costing

in excess of $20,000 that Tenant provide to Landlord, at Tenant's sole cost and

expense, a lien and completion bond in an amount equal to one and one-half

(1-1/2) times any and all estimated costs of the proposed work, to insure

Landlord against any liability for mechanics' and materialmen's liens and to

insure completion of the work. Landlord may also require as a condition to

Landlord's consent



                                       3.

{PAGE}



to any Alterations pursuant to this Paragraph 7(b) that, following completion of

any such Alterations, Tenant shall provide Landlord with unconditional waivers

of lien in statutory form from all parties performing labor and/or supplying

equipment and/or materials in connection with such Alterations, including

Tenant's architect(s). Before commencing any work, Tenant shall give Landlord at

least ten (10) days written notice of the proposed commencement of such work in

order to give Landlord an opportunity to prepare, post and record such notice as

may be permitted by law to protect Landlord's interest in the Premises and the

Building from mechanics' and materialmen's liens. Within a reasonable period

following completion of any work, Tenant shall furnish to Landlord, at Tenant's

cost, "as built" plans showing the changes made to the Premises including one

(1) complete set of reproducible drawings for the entire Premises (including,

but not limited to, a floor plan, HVAC, plumbing, electrical and reflected

ceiling), including such Alterations. Notwithstanding anything in the foregoing

to the contrary, Tenant may perform certain Tenant's Alterations that do not

affect the structural integrity of the Building and which do not cost greater

than Twenty Thousand Dollars ($20,000) in the aggregate in any twelve (12) month

period without the requirement of obtaining Landlord's prior consent; provided

that the right to perform such Alterations is personal to Regen Biologics, a

Delaware corporation, and any Permitted Transferee (as defined in Paragraph 15

(i) hereof), and may not be exercised by, and shall not be transferable or

assignable (voluntarily or involuntarily) to, any person or entity; and further

provided that Tenant shall give Landlord notice prior to the commencement of

such Alterations. Landlord reserves the right to deny any Contractor or

Subcontractor entry to the Building but Landlord's failure to exercise this

right shall not be deemed an approval of either the financial stability or

quality of workmanship of any such Contractor or Subcontractor.



                  (2)      All such Alterations shall be made at Tenant's sole

expense (including, without limitation, the reasonable cost of any review of

Tenant's plans by Landlord's architect and/or Landlord's engineer) and in

conformity with plans therefor approved by Landlord in writing prior to the

commencement of such work, and such work shall be performed by a contractor(s)

approved by Landlord. All work performed by Tenant shall comply with the laws,

rules, orders, directions, regulations and requirements of all governmental

entities having jurisdiction over such work and shall comply with the rules,

orders, directions, regulations and requirements of any nationally recognized

board of insurance underwriters. Tenant shall use



                                       4.

{PAGE}



all commercially reasonable efforts (including, without limitation, scheduling

overtime and weekend work) not to interfere with other tenants in the Building

and the Project when performing any Alterations. All such alterations,

additions' or improvements (except movable furniture, furnishings and trade

fixtures) shall, at Landlord's option, become the property of Landlord and shall

be surrendered with the Premises, as a part thereof, at the expiration or

earlier termination of the Term. Upon any termination of this Lease, Tenant

shall, upon demand by Landlord and at Tenant's sole expense, immediately remove

any Alterations installed at the Premises and Tenant shall repair and restore

the Premises to their original condition, reasonable wear and tear excepted. Any

personal, property left on the Premises at the expiration or other termination

of this Lease may, at the option of Landlord, either be deemed abandoned or be

placed in storage at a public warehouse in the name of and for the account of

and at the expense and risk of Tenant or otherwise disposed of by Landlord in

the manner provided by law; or, alternatively, in the event that Tenant leaves

personal property on the Premises following the expiration or other termination

of this Lease, Landlord may, in Landlord's sole and absolute discretion, deem

Tenant to be holding over pursuant to the terms of Paragraph 26 below. Tenant

expressly releases Landlord of and from any and all claims and liability for

damage to or destruction or loss of property left by Tenant upon the Premises at

the expiration or other termination of this Lease and, to the extent permitted

by then applicable law, Tenant shall protect, indemnify, defend and hold

Landlord harmless from and against any and all claims and liability with respect

thereto.



                  (3)      Removal of Alterations. At the time that Landlord

gives Tenant Landlord's consent to any proposed Alterations, or if Landlord's

consent is not required, at the time that Tenant notifies Landlord in writing of

Tenant's intention to commence Alterations, Landlord shall notify Tenant in

writing whether Landlord will require Tenant to remove such Alterations

("Tenant's Alterations") or whether Landlord will require that such Alterations

remain at the Premises ("Landlord's Alterations"). Landlord shall have a

reasonable time to decide whether any particular Alteration shall be a

Landlord's Alteration or a Tenant's Alteration. In the event that, due to a

failure of either Landlord or Tenant to comply with the provisions hereof,

Landlord does not indicate in writing whether any particular Alteration shall be

a Landlord's Alteration or a Tenant's Alteration, such Alteration shall be

deemed to be a Tenant's Alteration. All Tenant's Alterations



                                       5.

{PAGE}



shall be removed by Tenant upon the expiration or early termination of this

Lease, and Tenant shall repair and restore the Premises to the condition

existing immediately before such removal, reasonable wear and tear excepted. If,

upon the request of Landlord, Tenant does not remove all Alterations and

property of Tenant (excluding Landlord's Alterations), Landlord may remove them

and Tenant shall pay the expense of such removal to Landlord upon demand. All

Landlord's Alterations shall become the property of Landlord and shall remain

upon the Premises at the expiration or early termination of this Lease without

compensation, allowance or credit to Tenant. [Last sentence intentionally

deleted because not incorporated into Sublease.]



                                      LIENS



PARAGRAPH 8



         Tenant shall keep the Premises free from any liens arising out of any

work performed, materials furnished or obligations incurred by or for Tenant,

its assignees or sublessees. In the event that Tenant shall not, within ten (10)

days following the imposition of any such lien, cause such lien to be released

of record by payment or posting of a proper bond, Landlord shall have, in

addition to all other remedies provided herein and by law, the right but not the

obligation to cause such lien to be released by such means as Landlord shall

deem proper, including payment of or defense against the claim giving rise to

such lien. All sums paid by Landlord and all expenses incurred by it in

connection therewith shall create automatically an obligation of Tenant to pay

an equivalent amount to Landlord as rent on Landlord's demand therefor, together

with interest at the maximum rate per annum then permitted by law until paid to

Landlord. Nothing herein shall imply any consent by Landlord to subject

Landlord's estate to liability under any mechanics, or other lien law.



         Tenant shall give Landlord adequate opportunity, and Landlord shall

have the right at all times, to post such notices of nonresponsibility as are

provided for in the mechanics, lien laws of California.



                                 USE OR PREMISES



PARAGRAPH 9



                                       6.

{PAGE}



         (a)      Compliance with Law. Tenant shall use the Premises only as set

forth in Item 13 of the Basic Lease Provisions and shall not use or permit the

Premises to be used for any other purpose. Tenant shall not use or occupy the

Premises in violation of any law or of the certificate of occupancy issued for

the Building and shall, upon five (5) days' written notice from Landlord,

discontinue any use of the Premises which is declared by any governmental

authority having jurisdiction to be a violation of law or of such certificate of

occupancy. Tenant shall comply with any direction of any governmental authority

having jurisdiction which shall, by reason of the nature of Tenant's use or

occupancy of the Premises, impose any duty upon Tenant or Landlord with respect

to the Premises or with respect to the use or occupancy thereof (collectively

"Legal Requirements"). Tenant shall comply with all covenants, conditions and

restrictions affecting the Project, as such may be amended, from time to time,

and all articles, bylaws and rules of the Seaport Centre Owners' Association.

Tenant shall be responsible for obtaining all necessary governmental approvals

in connection with Tenant's use of the Premises. Tenant shall not do or permit

to be done anything which will invalidate, or increase the cost of, any fire,

extended coverage or other insurance policy covering any part of the Project or

any property located thereon. Notwithstanding the provisions of Paragraph 3

above, Tenant shall, within ten (10) days following Landlord's demand, reimburse

Landlord for the full amount of any additional premium charged for any such

policy by reason of Tenant's failure to comply with the provisions of this

Paragraph 9(a), it being understood that such demand for reimbursement shall not

be Landlord's exclusive remedy. Tenant shall not in any way obstruct or

interfere with the rights of other tenants or occupants of the Building or the

Project, or injure or annoy them, or use or allow the Premises to be used for

any improper, immoral, unlawful or objectionable purpose; nor shall Tenant

cause, maintain or permit any nuisance in, on or about the Premises or commit or

suffer to be committed any waste in or upon the Premises. Notwithstanding

anything to the contrary contained herein, Tenant shall not be required to (a)

make any alterations or structural changes to the Premises, including but not

limited to the electrical, mechanical., or plumbing systems of the Building

unless such work is required as a result of Tenant's specific use of the

Premises, Tenant's acts or improvements made by Tenant, and is not generally

applicable to the Building or Project, other tenants in the Building and

Project, or office tenants in general, and (b) undertake any work necessitated

by defects in the construction of the Building. Landlord shall comply in a

timely fashion with all



                                       7.

{PAGE}



Legal Requirements that are not Tenant's responsibility under this paragraph to

the extent noncompliance would adversely affect Tenant's use and occupancy of

the Premises.



         (b)      Hazardous Materials. Tenant shall not use, generate,

manufacture, produce, store, release, discharge, or dispose of, on, under or

about the Premises or any part of the Project, or transport to or from the

Premises or any part of the Project, any Hazardous Material (as defined below)

or allow its employees, agents, contractors, licensees, invitees or any other

person or entity to do so.



                  (1)      Notwithstanding the foregoing, Tenant or any

Permitted Transferee with a net worth equal to or better than Tenant's as of the

Commencement Date, as defined in Paragraph 15(i) below, or alternatively

provides Landlord with a lease guaranty from a guarantor acceptable to Landlord

in Landlord's good faith discretion, shall be permitted to use and store in, and

transport to and from, the Premises the Hazardous Materials identified on

Exhibit D hereto and by this reference incorporated herein ("Permitted Hazardous

Materials") so long as: (a) each of the Permitted Hazardous Materials is used or

stored in, or transported to and from, the Premises only to the extent necessary

for Tenant's operation of its business at the Premises; (b) at no time shall any

Permitted Hazardous Material be on, under or about the Premises in excess of the

quantity specified therefor in Exhibit D; and (c) the conditions set forth in

this Paragraph 9(b) are strictly complied with. The right to use and store in,

and transport to and from, the Premises the Permitted Hazardous Materials is

personal to Regen Biologics and may not be assigned or otherwise transferred by

Regen Biologics without the prior written consent of Landlord, which consent may

be withheld in Landlord's sole discretion. Any consent by Landlord pursuant to

Paragraph 15 of this Lease to an assignment, transfer, subletting, mortgage,

pledge, hypothecation or encumbrance of this Lease, and any interest therein or

right or privilege appurtenant thereto, shall not constitute consent by Landlord

to the use or storage in, or transportation to, the Premises of any Hazardous

Material (including a Permitted Hazardous Material) by any such assignee,

sublessee or transferee unless Landlord expressly agrees otherwise in writing.

Any consent by Landlord to the use or storage in, or transportation to or from

the Premises, of any Hazardous Material (including a Permitted Hazardous

Material) by an assignee, sublessee or transferee of Tenant shall not constitute

a waiver of Landlord's right to refuse such consent as to any subsequent

assignee or transferee.



                                       8.

{PAGE}



                  (2)      Tenant shall comply with and shall cause Tenant's

employees, agents, contractors, licensees and invitees (collectively, "Tenant's

Agents") to comply with, and shall keep and maintain the Premises and cause

Tenant's Agents to keep and maintain the Premises, in compliance with all

Environmental Laws (as defined below). Neither Tenant nor Tenant's Agents shall

violate, or cause or permit the Premises to be in violation of, any

Environmental Laws.



                           Tenant shall, at its own expense prior to Tenant's

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