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Governing Law: Georgia     Date: 9/23/2005
Industry: Medical Equipment and Supplies     Sector: Healthcare

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                                                                    EXHIBIT 10.2


                         SALE OF BUSINESS BONUS PROGRAM


1.    Definitions. The terms listed below shall be defined as follows:


     (a)   "Allocation"   shall mean a   percentage   amount of the Bonus Pool which

          shall be allocated to a   designated   Participant   in the Bonus Pool as

          determined   by the   Committee   from   time to time and set   forth in an

          award agreement made by the Committee in favor of such Participant.


     (b)   "Bonus Pool" shall mean the total gross amount of cash   available   for

          bonus   payments   under   this   Bonus   Program.   The Bonus Pool shall be

          calculated as a percentage of the market   capitalization   (the product

          of   Share   Appreciation   multiplied   by   Shares   Outstanding)   of   the

          Company.   The Committee may assign   different   percentages by range of

          share   prices   within   the   market    capitalization.    The   applicable

           percentage(s) of the market   capitalization shall be designated by the

          Committee   from time to time.   The   following is an example of a Bonus

          Pool calculation   assuming   42,000,000 Shares   Outstanding and a Share

          Appreciation   of $11.00,   based on the   percentages of bands of market

          capitalization currently designated by the Committee:




<S>                            <C>                                   <C>                    <C>


                               Market Capitalization (Share              Bonus

   Share Appreciation          Appreciation multiplied by 42M)          Percentage          Bonus Pool

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

      $0.00 to $   1.90                    $   80,598,000.00                 0.00%            $           0.00

      $1.90 to $   5.00                     $130,200,000.00                  3.00%            $   3,906,000.00

      $5.00 to $10.00                      $210,000,000.00                 3.50%            $   7,350,000.00

     $10.00 to $11.00                     $   42,000,000.00                 4.00%            $   1,680,000.00


  Total Bonus Pool                                                                         $ 12,936,000.00




     (c)   "Bonus Program" shall mean this Sale of Business Bonus Program.


     (d)   "Change of Control" shall mean either (i) any merger or   consolidation

          of the Company   with or into any other   corporation   or entity   (other

          than a   wholly-owned   subsidiary of the Company)   unless the Incumbent

          Board determines that such transaction   shall not constitute a "Change

          of Control" for purposes of this Bonus Program, or (ii) there occurs a

          sale or disposition by the Company of all or substantially   all of the

          Company's assets for which purposes the Incumbent Board shall have the

          authority   to   determine   in   its   sole   discretion   what   constitutes

          substantially all of the Company's assets.


     (e)   "Committee"   shall   mean the   Compensation   Committee   of the Board of

          Directors or, except to the extent prohibited by applicable law or the

          applicable rules of any stock exchange or market, such other person or




          persons (who may be members of the   Compensation   Committee or not) to

          whom the Committee   may expressly   allocate or delegate in writing all

          or any portion of its responsibilities and powers. Any such allocation

          or delegation may be revoked by the Committee at any time.


     (f)   "Date of   Termination"   shall mean the date on which a Participant   in

          this Bonus   Program is no longer   actively   employed by the Company or

          any Related   Company unless such date occurs due to a leave of absence

          approved by the   Committee   in which   event the "Date of   Termination"

          shall occur upon   expiration of such approved leave of absence without

          the prior return of such Participant to such active employment status.


     (g)   "Incumbent   Board" shall mean those individuals who, as of the date of

          adoption   of the   Plan,   constitute   the   Board   of   Directors   of the

          Company;   provided,   however,   that any individual becoming a director

          subsequent to the adoption of the Plan whose   election,   or nomination

          for election by the Company shareholders, was approved by a vote of at

           least a majority of the directors then   comprising the Incumbent Board

          shall be   considered   as though   such   individual   was a member of the

          Incumbent Board, but excluding, for this purpose, any individual whose

          initial   assumption of such directorship   occurs as a result of either

          an actual or   threatened   election   contest (as such terms are used in

          Section   14a-11 of Regulation   14A   promulgated   under the   Securities

          Exchange Act of 1934) or other actual or   threatened   solicitation   of

          proxies or consents by or on behalf of an individual,   entity or group

          other than the Bo

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