dated 25 March 2003

                                                                  Exhibit 2


                                                                  Execution Copy

                            AMENDMENT AGREEMENT NO. 1

                               dated 25 March 2003

                                     between

InCentive Capital AG
c/o Bar & Xxxxxx, Xxxxxxxxxxxxx 0,
XX-0000 Xxx, Xxxxxxxxxxx                                           ("InCentive")

                                       and

Xxxxx & Nephew plc.
Heron House, 15 Xxxx Street,                              ("Xxxxx & Nephew plc")
Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx

                                       and

Xxxxx & Nephew Group Limited
(formerly known as Meadowclean Limited,
to be renamed Xxxxx & Nephew Group plc)             ("Xxxxx & Nephew Group plc")
000 Xxxxxx xx xx Xxxxx,
XX-0000 Xxxxxxxx, Xxxxxx, Xxxxxxxxxxx

                                    Regarding

                   A Transaction Agreement dated 20 March 2003

(A)  WHEREAS, the parties hereto (the "Parties") entered into a transaction
     agreement dated 20 March 2003 regarding a public tender offer to all
     shareholders of InCentive (the "Transaction Agreement").

(B)  WHEREAS, Section 3.2(b) of the Transaction Agreement provides that sales by
     InCentive of its treasury shares to non-related third parties shall be
     permitted.

(C)  WHEREAS, the Parties wish to adapt Section 3.5 of the Transaction Agreement
     accordingly.



NOW, THEREFORE, the Parties agree as follows:

1.   The capitalised terms used in this Amendment Agreement No. 1 shall have the
     meanings ascribed to them in the Transaction Agreement.

2.   Section 3.5 of the Transaction Agreement shall be amended by adding the
     words "except as otherwise permitted in Section 3.2(b)" after the words
     "and shall not dispose of any such shares".

3.   This Amendment Agreement No. 1 shall be a part of the Transaction
     Agreement, and, subject to paragraph 2 hereof, all terms and conditions of
     the Transaction Agreement shall remain in full force and effect as set
     forth in the Transacton Agreement.


                                           
Xxxxx & Nephew plc

/s/ Xxxxx X'Xxxxxxx                           /s/ Xxxxx Xxxxxx
------------------------------------------    ----------------------------------
Name: Mr. Xxxxx X'Xxxxxxx                     Name: Xx. Xxxxx Xxxxxx
Title: Chief Executive Officer                Title: Finance Director


Xxxxx & Nephew Group Limited

/s/ Antoine Vidts                             /s/ Xxxxxx Xxxxxxxx
------------------------------------------    ----------------------------------
Name: Xx. Xxxxxxx Vidts                       Name: Xx. Xxxxxx Xxxxxxxx
Title: Director                               Title: Director


InCentive Capital AG

/s/ Xxxx Xxxxxxxxx                            /s/ Xxxxxx Xxxxx
------------------------------------------    ----------------------------------
Name: Xx. Xxxx Xxxxxxxxx                      Name: Xx. Xxxxxx Xxxxx
Title: Member of the Board of Directors       Title: Member of the Management Board