Synergy Health plc - and - Dr Adrian Coward SERVICE AGREEMENT

The Company shall continue to employ the Executive and the Executive shall continue to serve the Company as Group Chief Operating Officer ("the Appointment") for the period stipulated in clause 3 below.

The Appointment shall commence and be deemed to have commenced on 31^st March 2014 and (subject to clause 10 below) shall continue thereafter subject always to the right of either the Company or the Executive to terminate the Appointment at any time by giving to the other party hereto not less than twelve months prior written notice. The Company may, in its absolute discretion, elect to pay salary to the Executive in lieu of notice.

The Executives' continuous employment with the Group shall be deemed to have commenced with effect from 1^st October 2004.

The Executive shall well and faithfully serve the Company and use his best endeavours to promote the interests of the Group giving at all times the full benefit of his knowledge, expertise, commercial skill and ingenuity and shall perform such duties and exercise such powers consistent with his office in relation to the conduct and management of the affairs of the Company (including acting without further or additional remuneration as may from time to time be required by the Board as an executive of any company within the Group) as may from time to time be reasonably assigned to or vested in him by the Board and shall give to the Board such information regarding the affairs of the Company and any other company within the Group as it shall require and at all times shall conform to the reasonable instructions or directions of the Board.

The Executive shall (unless prevented by ill-health or accident) devote the appropriate percentage of his time (during business hours and other hours worked), attention and abilities to the duties of the Appointment and shall not directly or indirectly enter into or be concerned or in any manner interested in any other business whatsoever except:-

as holder or beneficial owner of any class of securities in any company if such class of securities is listed and dealt in on The Stock Exchange or the Alternative Investment Market (or any other similar market for the dealing of shares) and the Executive (together with his spouse, children, parents and parents' issue) neither holds nor is beneficially interested in more than a total of five percent of any single class of the securities in that company;

with the consent in writing of the Company provided always that such consent may be given subject to any terms or conditions which the Company requires and any breach of such terms or conditions by the Executive shall ipso facto be deemed to be a breach of the terms of this Agreement.

(b) The Executive hereby acknowledges and declares that because of the nature of his duties and the particular responsibilities arising there from he has a special obligation to further the interests of the Group.

The duties of the Appointment shall relate primarily to the United Kingdom but shall extend to extensive travel abroad when so required by the Company.

At the date of this agreement the Executive's normal base will be Rutherford House, Stephensons Way, Wyvem Business Park, Derby DE21 6LY.

In addition to his remuneration hereunder the Executive shall be paid the amount of all travelling hotel entertainment and other expenses properly and reasonably incurred by him in the discharge of his duties hereunder, subject to the production of receipts and to any directions as to such expenses given to the Executive by the Board from time to time,

The Executive shall either be provided with a motor vehicle in line with the Company car policy as amended from time to time, or be paid a suitable motor vehicle allowance (currently £1,000.00 gross per month) in recognition that he will provide his own motor vehicle to undertake business travel.

The Executive may continue to be a member of the Company supported defined contributions scheme and so long as the Executive continues to be a member of the scheme the Company will contribute the equivalent of 10% of the Executive's basic salary into the scheme. Details of the scheme are available from the Company Secretary. The Executive may (but is not obligated to) also make contributions to the scheme. The Company will pay the appropriate percentage of the Executive's gross salary in arrears by equal monthly instalments into the pension scheme as required by the actuarial valuations of the scheme.

The Executive will be provided with Private Health cover (currently through Axa PPP) on a family cover basis.

The Executive shall currently be entitled to 30 working days holiday with pay in every holiday year (exclusive of Bank and other Public Holidays) at such times as shall be convenient to the Company. Any entitlement to holiday remaining at the end of any holiday year of the Appointment shall be carried over into the following holiday year and will not lapse until the end of the following holiday year unless otherwise agreed between the parties at any time. The entitlement to holiday (and on termination of employment holiday pay in lieu of holiday) accrues pro rata throughout each holiday year provided that fractions of days shall be disregarded in calculating entitlement to holiday or payment in lieu of holiday. The Company may require the Executive to take any unused holiday entitlement during any period of notice to terminate the Appointment given by either the Company or the Executive pursuant to clause 3 above. In the event that the relevant period of notice to terminate this Agreement referred to in clause 3 above is not given by the relevant party to this Agreement on the other, then the Executive's entitlement to holiday shall cease to accrue immediately upon the termination of this Agreement.

Subject to the provisions of clause 10 below and where required by the Company to the production of satisfactory evidence from a registered medical practitioner in respect of any period of absence, the Executive shall be entitled (subject as hereinafter provided) to be paid the remuneration under clause 7 above in full only during any period of absence from work due to sickness or injury not exceeding six consecutive months or six non-consecutive months in any period of twelve consecutive months. Thereafter payment (if any) will be made at the discretion of the Board.

The Company may deduct from the Executive's remuneration during any period of absence due to sickness or injury the amount of any social security benefits she may be entitled to receive.

(1)     be compulsorily admitted to hospital by virtue of the provisions of the Mental Health Act 1983 or become a patient for the purposes of that Act or otherwise become or be unable properly to perform his duties hereunder by reason of ill-health accident or otherwise for a period or periods aggregating at least three months in any period of twelve consecutive calendar months; or

(2)fail or neglect efficiently and diligently to discharge his duties hereunder or be guilty of any breach or non-observance of any of the provisions of this Agreement on her part to be performed or observed; or

(3)be guilty of serious misconduct or any other conduct calculated or likely to affect prejudicially the interests of the Company or any company within the Group; or

the Company may in any such case by written notice to the Executive forthwith terminate the Appointment but:-

(b)Upon the termination of the Appointment hereunder howsoever arising the Executive shall forthwith resign from any position he holds as a director of the Company and of any other companies within the Group and in the event of her failure to do so within seven days of such termination the Company is hereby irrevocably authorised to appoint some person in the name of the Executive and on his behalf to execute all documents and to do all things necessary to give effect to this provision.

(c)If either party to this Agreement serves notice upon the other to terminate this Agreement the Company shall be entitled at its sole discretion, by notice in writing to the Executive, to require the Executive:-

not to attend his place of work or any other premises of the Company or of any other company within the Group during the remaining period of this Agreement;

to resign immediately from any offices she may hold in the Company and in any other company within the Group;

not to carry out his duties under clauses 4 and 5 above during the remaining period of this Agreement; and

forthwith to surrender to the Secretary of the Company all original and copy documents relating to the business, accounts or finances of the Group or any of the secrets, dealings, transactions or affairs of the Group and all correspondence, documents, specifications and property (and copies thereof) belonging to the Company and any other company within the Group

PROVIDED that the Company shall continue to pay the Executive his remuneration and (subject to clause 10(d) below) to provide all benefits to which he is entitled under this Agreement for the remaining period of this Agreement.

(d)Notwithstanding any other provision of this Agreement, in the event that the Company serves notice on the Executive to exercise its rights under clause 10 (c) above, the Executive shall be deemed to take

any unused holiday entitlement which has accrued or accrues up to the termination of this Agreement, during the period between the service of such notice and the date of the termination of this Agreement.

For the avoidance of doubt if the Company has served notice on the Executive to exercise its rights under clause 10(c) above, the other terms of this Agreement shall remain in full force and effect save as expressly varied by the provisions of clauses 10(c) and 10(d) above.

(a) Without prejudice to the Executive's duties implied by law into the Appointment, the Executive hereby agrees that both during the continuance of his employment by the Company and at all times thereafter he shall not (except in the proper course of carrying out his duties hereunder or as required by law or any government authority or with the prior written consent of the Board) use, copy, divulge or communicate or cause or procure to be used by or copied, divulged or communicated to any person, firm, company or organisation any trade secrets or confidential information of the Company including (but not limited to):-

any preferential prices or other preferential terms of supply negotiated or being negotiated between the Company and any supplier of the raw materials used in the Company's products;

which he shall have received or obtained during the continuance of his employment by the Company. This restriction shall continue to apply after the termination of this Agreement without limit in point of time but shall cease to apply to information or knowledge which may come into the public domain otherwise than through the fault of the Executive.

(b) All notes, minutes, memoranda, correspondence, accounts, reports, lists or other documents or items concerning any of the matters referred to in sub-clause 11(a) above or any summaries, copies or reproductions thereof (whether or not made by the Executive and whether stored in human readable or machine readable form) shall remain the property of the Company and shall be delivered up to the Company forthwith by the Executive on the termination of his employment hereunder together with all and any other property of the Company then in his possession, custody, power or control.

If during the Appointment the Executive shall at any time whether during the course of his normal duties or other duties specifically assigned to him (whether or not such duties be performed during normal working hours) either alone or in conjunction with any other person or persons conceive, originate, improve, develop, discover or invent any products, services, designs, processes, systems or Inventions, he shall forthwith disclose the doing of and all details of the same to the Company in writing and it is the common intention of the Executive and the Company that all proprietary rights of whatever nature (including (without limitation) patents, know-how, copyright, design right or registered designs) shall vest in the Company as absolute owner (which intention the Executive will take all such steps as the Company shall direct (whether during or after the currency of this Agreement) to give effect to at the Company's expense).

The Executive hereby assigns to the Company by way of future assignment all copyright (and/or other proprietary rights, if any, which may be so assigned) for the full term thereof throughout the world in respect of all works (within the meaning of section 1 (1) of the Copyright, Designs and Patents Act 1988 or such other legislation as shall hereafter be enacted containing any like definition or provisions) authored, drawn, written, originated, conceived or otherwise made by her alone or jointly with any other person or persons during the Appointment or pertaining to such subject matter as forms part of the Executive's responsibilities hereunder.

The Executive shall, if and whenever required so to do by the Company, at the expense of the Company, apply or join with the Company in applying for letters patent, utility model, registered design or other protection in any part of the world for any intellectual property and shall, at the expense of the Company, execute or do, or procure to be executed or done, all instruments and things necessary for vesting such intellectual property, and all such rights, titles and interests to, and in, the same in the Company or in such other person as the Company may direct or require, and the Company shall (and shall procure that any such other person shall) hold the same and all such rights, titles and interests to, and in, the same upon trust for itself and (to the extent that he is entitled thereto by section 39 of the Patents Act 1977 or such other legislation as shall hereafter be enacted containing like provisions) the Executive according to its and her respective interests therein.

For the purpose of this clause 12 the Executive HEREBY IRREVOCABLY AUTHORISES the Company as his attorney in his name, to execute any documents and/or do any things which are or may be required in order to give effect to the provisions of this clause 12 and the Company is hereby empowered to appoint and remove in its sole discretion any person as agent and substitute for and on behalf of the Company in respect of all or any of the matters aforesaid provided always that the Company shall notify the Executive of each such action in writing.

"Prohibited Business" shall mean any business or activity carried on by the Company or any company within the Group at the Termination Date or at any time in the Relevant Period in which the Executive shall have been directly concerned in the course of his employment at any time in the Relevant Period.

"Prospective Customer" shall mean any person, firm or company who was at the Termination Date negotiating with the Company or with any company within the Group with a view to dealing with the Company or with any company within the Group as a customer.

"Protected Supplier" shall mean any supplier of the Company with whom the Executive shall have had material dealings in the course of his employment during the Relevant Period.

"Relevant Period" shall mean the twelve months period ending with the Termination Date.

"Restricted Customer" shall mean any person, firm, company or other entity who was at any time in the Relevant Period a customer of the Company or of any company within the Group.

"Termination Date" shall mean the date of termination of the Executive's employment with the Company.

As from the date of commencement of the Appointment all other agreements or arrangements between the Executive and any part of the Group relating to the service of the Executive shall be deemed to have been cancelled and accordingly any sum or sums paid to the Executive by way of remuneration under any such other agreements or arrangements in respect of any periods since that date shall be deemed to have been received by the Executive on account of the remuneration payable to him hereunder.

The Appointment shall be subject to the terms set out in the Second Schedule below in relation to the requirements of the Employment Rights Act 1996 (as amended).

If on a voluntary winding up of the Company for the purposes of a reconstruction or amalgamation before the determination of the Appointment the Company shall procure the employment of the Executive by the reconstructed or amalgamated company on similar terms, mutatis mutandis, to those herein contained for the residue of the Appointment or for such other period as may be mutually agreed the Executive shall have no claim against the Company for damages for breach of contract hereunder.

Any notice or other document to be given hereunder to the Company shall be delivered or sent by first class recorded delivery post or facsimile to the Company at its registered office for the time being and any notice or other document to be given hereunder to the Executive shall be delivered to her or sent by first class recorded delivery post or (if applicable) facsimile to her usual or last known place of residence and such notice or other document shall be deemed to have been served when delivered at the time of delivery or when posted at the expiration of 48 hours after the envelope containing the same was put into the post or when sent by facsimile at the moment of completion of transmission (provided that if such time of completion of transmission shall not be during normal business hours then notice shall instead be deemed to have been served at the opening of business on the next following business day). In proving such service it shall be sufficient to prove that delivery was made or that the envelope containing such notice was properly addressed and posted as a pre-paid first class recorded delivery letter or that the facsimile was properly transmitted as the case may be.

AS WITNESS the hands of the Executive and of the duly authorised representative of the Company the day and year first before written

Performance bonus will be payable annually at the discretion of the Board based on objectives agreed with the Board.

At the date of this agreement the maximum earnings possible under the terms of the discretionary scheme equate to 100% of basic salary and be paid after the completion of the Company's audited accounts.

In accordance with the Employment Rights 1996 the following terms of the Executive's appointment apply on the date of the Agreement as provided therein:-

"The Company will employ the Executive as Senior Vice President, Healthcare Services. As such, the Executive will be responsible for the global HSS, IMS, Linen and Synergy Trak businesses (the "Appointment") of STERIS plc ("STERIS") and will report to Walt Rosebrough, President and CEO of STERIS. The Executive will no longer be a member of the Board of the Company and will execute all necessary documents to resign his directorship with the Company and as and when requested to resign his offices with any other Group Company."