PURCHASING AGREEMENT

1.0

Definitions

2.0

Relationship; Purchases/Distribution; Term; Capital Investment Risk

3.0

GPO Fees, Rebates, Reporting, Prices

4.0

Electronic Data Interchange / e-commerce Marketplace

5.0

Price Warranty

6.0

State Sales Or Use Taxes

7.0

Vendor Delivery Performance and Purchaser Service

8.0

Product Shipment, Risk Of Loss, Freight Payment and Title

9.0

Warranties and Disclaimer of Liability

10.0

Inspection

11.0

Indemnity

12.0

Confidentiality

13.0

Publicity

14.0

Insurance

15.0

Order Cancellation

16.0

Termination of Agreement or of Sole / Dual Source Status

17.0

Books, Records and Compliance Requirements

18.0

Reports

19.0

Assignment

20.0

Merger Of Terms, Modification, and Conflict of Terms

21.0

Partial Invalidity

22.0

Purchase Order Terms

23.0

Personal Inducements

24.0

Vendor Relations Policy

25.0

Controlling Law

26.0

Legal Fees

27.0

Product Bar Coding

28.0

Minority Businesses Enterprises

29.0

Notices

30.0

New Technology

1.0

Definitions

1.1

"Affiliates" as applied to any particular entity, is defined as those entities, businesses, facilities, and enterprises, that are controlled by, controlling, or under common control with a stated entity, including, without limitation, all parent corporations and their respective subsidiaries and affiliates, joint ventures, partnerships, limited liability companies and partnerships, together with any and all entities and businesses to which any of the above described entities provide management services or purchasing services. "Control" as used herein means control through ownership of more than a majority interest in an entity, or control by contract.

1.2

"Agreement" shall be defined as this Purchase Agreement, Exhibit A, Exhibit B, and any additional Exhibits and attachments referenced herein.

1.3

"Commencement Date" shall be defined as the date Vendor will begin receiving orders from Purchaser for purchase of Products and Services pursuant to this Agreement.

1.4

"Distributor" shall be defined as a product distributor designated by HPG to distribute Products to Participants on behalf of Vendor.

1.5

"Dual Source Award" shall be defined as an agreement by HPG not to contract with more than one alternative supplier pursuant to which Participants can purchase products and services comparable to those listed in Exhibit A during the Term.

1.6

"Effective Date" shall be defined as the date first stated in the opening paragraph to this Agreement, unless otherwise stated herein or in an Exhibit hereto.

1.7

"Multi-Source Award" shall be defined as Vendor being designated as an approved source of Products and/or Services listed in Exhibit A with no limitation on HPG contracting for Participants to purchase comparable products and services from alternative suppliers under their contracts with HPG.

1.8

"Participant(s)" shall be defined as member(s) of HPG who have entered into a written agreement with HPG that permits Participants to purchase products and services from various vendors having purchasing agreements with HPG ("Participation Agreement").

1.9

"Optional Source Award" shall be defined as Vendor being designated as an approved source of the Products and/or Services listed in Exhibit A with no limitation on HPG or Participants contracting for purchasing comparable products and services from alternative suppliers or on Participants purchasing similar products and services from alternative suppliers on a non-contract basis.

1.10

"Products" shall be defined as those goods listed in Exhibit A to this Agreement.

1.11

"Purchaser" shall be defined as any Participant, or facility that is an Affiliate of a Participant, obtaining Product and/or Services from Vendor under this Agreement.

1.12

"Services" shall be defined as those services listed in Exhibit A to this Agreement as well as any services provided by Vendor in connection with any Purchaser's purchase and/or use of Products.

1.13

"Sole Source Award" shall be defined as an agreement by HPG not to contract with any alternative supplier pursuant to which Participants can purchase products and services comparable to those listed in Exhibit A during the Term.

1.14

"Term" shall be defined as the period this Agreement is in effect, commencing on the Effective Date and expiring on the Expiration Date specified in Exhibit B to this Agreement.

2.0

Relationship; Purchases I Distribution; Term: Capital Investment Risk

2.1

HPG represents and Vendor recognizes that HPG is a group purchasing organization. The parties acknowledge that it is their intent to establish a business relationship in which payments by Vendor to HPG and Purchasers comply with the exceptions to the Medicare and Medicaid Anti-Kickback statute set forth at 42 U.S.C. § 1320a-7b(b)(3) (A) and (C), the "safe harbor" regulations regarding discounts set forth in 45 C.F.R. § 1001.952(h), and the "safe harbor" regulations regarding payments to group purchasing organizations set forth in 45 C.F.R. § 1001.952(j); and the parties believe that the relationship contemplated by this Agreement is in compliance with those requirements.

2.2

HPG and Vendor hereby agree that they are entering into this Agreement on an "Optional Source Award" basis unless otherwise designated in Exhibit B to this Agreement.

2.3

All facilities of Participants qualifying under the definition of Purchasers and located in the United States or its territories shall be eligible to obtain Products and/or Services from Vendor under this Agreement, including but not limited to acute care facilities, hospitals, ambulatory surgery centers, alternate site entities, physician practices, clinics or any other kind of healthcare providers, as well as any Participant distribution centers qualifying as an Affiliate and servicing only such Participant's Affiliate healthcare providers and/or Affiliates of other Participants. HPG shall provide a list of eligible Purchasers, including additions, deletions, and revisions, updated on a monthly basis and Vendor agrees to promptly update its list of eligible Purchasers to include such additions, deletions and revisions to accurately reflect the name, address and COlD for each eligible Purchaser.

2.4

Payment for purchases made by Purchasers under this Agreement shall be the sole responsibility of the Purchaser and HPG shall have no responsibility or obligation for such payments.

2.5

Upon receipt of an order from Purchaser (regardless of form or media used), unless Product is designated in Exhibit A as available only through a distributor, Vendor agrees to sell and deliver to Purchaser, the Products and/or Services-listed in the order at the prices set forth in Exhibit A (including any discounts or rebates stated in Exhibit A), subject to and in accordance with the terms and conditions stated in this Agreement. No minimum quantity or dollar amount shall apply to any order unless expressly stated in Exhibit B to this Agreement. If any Product is designated as available only through a distributor, then Vendor's shipments of Product shall be to the Distributor designated by HPG and the terms and conditions of this Agreement which apply to shipment from Vendor to Purchaser shall not be applicable; and the

prices listed in Exhibit A shall be the prices Vendor charges the Distributor, with the ultimate price paid by Purchaser determined by HPG and the Distributor. Otherwise, with respect to purchases of Products through distributors, all other terms and conditions of this Agreement shall apply to each purchase transaction by a Purchaser. Vendor shall assume total responsibility for obtaining from distributors purchase information for each Purchaser so that Vendors accurately pay and report on GPO fees and rebates (if any).

2.6

Subject to the termination provisions of Section 16, this Agreement shall have a Term commencing on the Effective Date and expiring on the Expiration Date specified in Exhibit B to this Agreement, with the obligation of Vendor to first make Products and/or Services available hereunder beginning as of the Commencement Date. Except as otherwise provided herein, the provisions of this Agreement, including prices, shall be effective from the Commencement Date through the Expiration Date. If the date for signing this Agreement by the last party to sign is after the Commencement Date and purchases of Products and/or Services by Purchaser occurred after the Commencement Date at a price higher than that. provided by this Agreement, then Vendor shall issue rebates for all purchases of Products and/or Services such that the net purchase price will equal that stated in this Agreement. Prices for Products and/or Services may not be increased except pursuant to a written amendment to this Agreement that has been signed by both parties.

2.7

Vendor assumes the full and complete risk of any capital investments Vendor makes to enable or enhance its capabilities to serve HPG and to provide Products and Services to Purchasers under this Agreement. In no event will HPG, any Participant of HPG, or any Purchaser assume any financial or other risk associated with capital investments made by Vendor as a result of or related to this Agreement.

2.8

The terms set forth in this Agreement shall apply to each order by Purchaser, whether such order is communicated by Purchaser's Purchase Order form, EDI, internet e-commerce, facsimile, orally, or any other method, or whether reference is made to this Agreement.

3.0

GPO Fees, Rebates, Reporting, Prices

3.1

In consideration for the administrative and other services HPG shall perform in connection with purchases of Products and Services under this Agreement by Purchasers, Vendor agrees to pay HPG GPO fees as provided in Exhibit B to this Agreement ("GPO Fees"). If a percentage is listed in Exhibit B for the GPO Fee, the percentage shall be applied against the net dollar volume of purchases of Products and Services by Purchasers during the applicable time period, (i.e., total sales less refunds and credits on returns, rebates and discounts). The payment of such GPO Fees is intended to be in compliance with the exception to the Medicare and Medicaid Anti-Kickback Statute set forth at 42 USC § 1320a-7b(b)(3)(C) and the "safe harbor" regulations set forth in 42 C.F.R. § 1001.952(j).

The GPO Fees for purchases under this Agreement during each calendar quarter during the Term shall be paid to HPG within thirty (30) days from the end of the calendar quarter. Vendor shall provide electronic reports with each GPO Fee payment that accurately list purchases upon which GPO Fees are based by Purchaser for the applicable quarter.

3.2

Vendor agrees to pay rebates based on purchases of Products and/or Services by Purchasers in the amounts stated in Exhibit A to this Agreement, if any is stated therein. Rebates shall be payable to HPG for payment by HPG to Participants/Purchasers, shall be based on purchases by Purchasers under this Agreement made during each calendar quarter during the Term, and shall be paid within thirty (30) days from the end of the calendar quarter. The payment of rebates is intended to be in compliance with the exception to the Medicaid and Medicare Anti-Kickback Statute set for at 42 USC § 1320a-7b(b)(3)(A) and the "Safe Harbor" regulations set forth in 42 CFR § 100 1. 952(h). Vendor shall provide electronic reports with each rebate payment that contain sufficient detail to permit HPG to accurately allocate the appropriate amounts to each Participant/Purchaser.

3.3

The Vendor reports submitted pursuant to Paragraph 3.1 and 3.2 shall include a listing of each Purchaser by the Purchaser "COID" number supplied with HPG's list of eligible Purchasers. If Vendor uses its own customer identification number, then Vendor shall also provide a cross-reference to each Purchaser by the Purchaser "COID" number.

3.4

Vendor acknowledges that failure to promptly pay rebates or to submit accurate reports will delay HPG's payment of rebates to Participants and Purchasers, thereby potentially causing Participants and Purchasers to be unable to accurately complete cost reports required under United States government reimbursed healthcare programs.

3.5

HPG shall have the right to charge, and Vendor agrees to pay, a fee equal to one percent (1%) per month (or the maximum allowed by law, whichever is less) of the amount of any GPO Fees and Rebates not paid in accordance with the above time requirements. Timely payment without the required reports shall be considered as non-payment until reports meeting the above requirements have been delivered to HPG.

3.6

GPO Fees and Rebates shall be sent to HPG as follows:

For wire payments:

Healthtrust Purchasing Group

C/o Wachovia Bank

ABA #053100494

Account #8739009157

P.O. Box 751576

Charlotte, NC 28275-1576

For checks:

Healthtrust Purchasing Group

Lockbox 751576

Charlotte, NC 28262

3.7

In addition to the Product pricing listed in Exhibit A to this Agreement, on or prior to the Effective Date, Vendor agrees to provide HPG with an electronic copy of Exhibit A that conforms to standards set forth by HPG.

4.0

Electronic Data Interchange / Internet e-commerce Marketplace

4.1

Order placement, order confirmation, change orders and invoices for Products and Services obtained pursuant to this Agreement shall be sent by use of Electronic Data Interchange ("EDI"), except where Vendor or a Purchaser does not have EDI capability or as otherwise authorized pursuant to Exhibit B.

4.2

Vendor acknowledges (a) that HPG has entered into an arrangement with Medibuy.com, Inc. ("Medibuy.com") for Medibuy.com to provide to HPG and Participants internet based e-commerce services associated with the ordering of products and services; (b) that many Participants will transition from EDI ordering systems to the Medibuy.com internet based electronic marketplace system for order placement and confirmation; (c) that it (Vendor) will reasonably cooperate with HPG and Medibuy.com in facilitating efficient transactions with Participants and Purchasers, and if applicable, any distributor, through the Medibuy.com ecommerce system; and (d) that Vendor will make commercially reasonable efforts to enter into an agreement with Medibuy.com on mutually agreed terms, which will permit Products and Services to be obtained by Purchaser using the Medibuy.com internet based e-commerce system. Vendor acknowledges that there is a cost associated with access to and use of the Medibuy.com e-commerce system and that Vendor will not have access to the internet based e-commerce system unless it negotiates a user agreement, including its financial terms, with Medibuy.com.

5.0

Price Warranty

5.1

Vendor represents and warrants that the prices charged for the. Products and/or Services purchased hereunder, net of all discounts and rebates, do not exceed Vendor's net prices for the particular Products and/or Services charged to others who are the same class of purchaser as are Purchasers and who purchase in comparable volume and terms of purchase.

5.2

If Vendor provides any general price decreases for Products to a substantial number of its customers during the Term, Vendor agrees to make such decreases available to Purchasers immediately and in like amounts.

5.3

Purchaser shall have the right to set-off against any amount it owes to Vendor, the amount of any claim Purchaser may have against Vendor as. a result of Vendor's

breach of its representations, warranties, and obligations contained in this Agreement or any other agreement between Vendor and Purchaser and/or Affiliates of Purchaser.

6.0

State Sales Or Use Taxes

6.1

Vendor shall collect from Purchaser and remit to the state wherein each Purchaser is located, all proper sales and use taxes imposed by that State on any transactions by Purchaser under this Agreement, if any. Each invoice to Purchaser shall clearly and separately state the amount of such tax.

6.2

Vendor shall furnish to HPG and each Purchaser, upon request, an electronic file of tax rates by item and by taxing authority to help ensure Purchaser's item files reflecting the taxable status and taxable amounts are reconciled for each Product item purchased from Vendor. An indication of taxable status shall be provided for each invoice line item on all invoices to allow each Purchaser to identify any discrepancies noted on the taxable amount. Vendor shall furnish to HPG and each Purchaser, upon request, a copy of Vendor's registration certificate and number within each taxing jurisdiction prior to collecting such sales or use taxes. If a Purchaser's purchase is tax exempt, such Purchaser shall furnish Vendor with any documents necessary to demonstrate its tax-exempt status.

6.3

Vendor shall provide to each Purchaser, upon request, Vendor's Federal Tax Identification number.

7.0

Vendor Delivery Performance and Customer Service Requirements

7.1

Vendor warrants that it shall maintain in inventory at appropriate locations, sufficient quantities of each Product and shall both choose a transportation mode and carrier and provide said carrier with appropriate instructions, to ensure that any Purchaser ordering Product will receive delivery within seven (7) calendar days of the date the order is received by Vendor, unless a different delivery schedule is stated in Exhibit A or B, in which case the stated delivery schedule time period in Exhibit A shall apply to this warranty. This delivery performance warranty shall become effective with respect to each such Product, thirty (30) calendar days from the Effective Date of this Agreement, if such Product is listed in Exhibit A, or from the date such Product is later added to Exhibit A of this Agreement.

7.2

If Vendor anticipates that it will not be able to deliver any particular Product ordered by any Purchaser within the later of (i) seven (7) calendar days following either the date of receipt of the order (or within the delivery schedule of Exhibit A or B, if applicable) (ii) or the date of delivery stated in the order, Vendor shall immediately notify the Purchaser and work with the Purchaser to resolve the supply issue to Purchaser's satisfaction. This resolution may include assistance in the identification

and location of an acceptable substitute at the same or lower pricing as the unavailable Product. Vendor shall be responsible for paying additional costs for any expedited shipment of Products required to meet the delivery obligations stated in this Agreement. However, Purchaser shall be required to pay any additional freight charges for any shipment where Purchaser requests a delivery period shorter than that stated in this Agreement. Payment of such additional shipping charges shall be in accordance with the Freight Payment terms of Exhibit B.

7.3

If Vendor is unable to ship Product or provide Services within the time periods specified in this Agreement or applicable order, Purchaser shall have the right to either cancel the order, in whole or part, to accept alternative delivery dates, or to order a replacement from another source, in addition to any other rights of Purchaser arising under this Agreement or by law. If Vendor backorders Product for any order or portion thereof which it is unable to ship for delivery within the required time period, and Purchaser does not cancel such order, or portion thereof, any incremental expedited freight charges associated with shipment of the Product back ordered shall be paid by Vendor, even if Purchaser requested such expedited shipment.

7.4

Intentionally Omitted

7.5

Neither Purchaser nor HPG shall be deemed to be in breach of any Sole Source Award or Dual Source Award terms of this Agreement (if any) as a result of the purchase of replacements for Product that Vendor is unable to provide as required by the terms of this Agreement.

7.6

Vendor shall provide customer service support staff for receipt of telephone calls and facsimiles from Purchasers and HPG for the purpose of resolving issues related to this Agreement. Vendor's Purchaser Service representatives shall be available between 8:30 A.M. and 5:30 P.M. Eastern time, Monday through Friday, except for holidays.

8.0

Product Shipment, Risk Of Loss, Freight Payment and Title

8.1

Terms for shipment of Product, and freight payment responsibility shall all be in conformance with the provisions in this Section 8 and Exhibit B to this Agreement.

8.2

Vendor assumes all responsibility for proper packaging of Products for safe shipment to Purchaser, in accordance with both the packing and shipping regulations of the transportation service provider, and also, if applicable, the packaging, marking, labeling and shipping paper requirements of the US Department of Transportation's Hazardous Material Regulations.

8.3

Title and risk of loss or damage pass to Purchaser upon receipt of goods by carrier, FOB Destination.

8.4

Except for Purchaser's request for expedited shipments, no "Handling" or "Shipping and Handling" charges shall be added to the invoice or paid by Purchaser. Purchaser shall have no obligation to pay non-expedited "Handling" and "Shipping and Handling charges". Vendor shall charge Purchaser $50.00 per expedited shipment.

8.5

If Vendor receives any rebate from a transportation provider, attributable either in whole or in part to a shipment made pursuant to this Agreement, wherein payment for freight is either freight collect or separately billed to Purchaser, Vendor shall remit the rebate, or a pro-rata portion thereof, to Purchaser.

9.0

Warranties and Disclaimer of Liability

9.1

Vendor warrants to HPG and Purchasers that at time of Delivery ("Warranty") Products:

9.1.1

are new and not used, remanufactured or reconditioned (unless specified in the order);

9.1.2

are fit and sufficient for the purposes intended by Vendor;

9.1.3

are of good quality and will remain free from defects, whether patent or latent, in materials or workmanship for the twelve (12) month period commencing at date of Delivery to Purchaser;

9.1.4

conform to or exceed United States government approved grading applicable at time of shipment to Purchaser (if any);

9.1.5

conform to all applicable federal, state and local laws, regulations and ordinances, including Federal Drug Administration rules, regulations, guidelines and required approvals, as well as requirements imposed by the Joint Commission on Accreditation of Healthcare Organizations ("JCAHO") and Medicare/Medicaid conditions of participation; and

9.1.6

conform with statements in Vendor's advertising literature, published documentation, published specifications, and written warranties for the Products;

9.1.7

are listed with Underwriters Laboratory or a nationally recognized testing laboratory as suitable for use in a healthcare facility, if such listing is available for Products; if Products include medical electrical equipment, Products shall meet or exceed the