SPECIALTY SURGICAL INSTRUMENTATION, INC. UCA, LLC PURCHASE AGREEMENT By and Among SYMMETRY MEDICAL USA INC. (Purchaser) and LOUIS C. WALLACE CHARLES O. MANN, JR. (Sellers) DATED:August 29, 2007

(vi)          Within the past ten (10) years, the Companies have not (A) acquired assets from another corporation in a transaction in which Companies’ tax basis for the acquired assets was determined, in whole or in part, by reference to the Tax basis of the acquired assets (or any other property) in the hands of the transferor or (B) acquired the stock of any corporation that is or was a qualified subchapter S subsidiary.

(vii)         There is no action, suit, taxing authority proceeding, audit or investigation now in progress, pending or, to Sellers’ Knowledge, Threatened against or with respect to the Companies with respect to any Tax.

(viii)        The Companies do not reasonably expect any taxing authority to claim or assess any additional Tax against them for any period ending on or prior to the Closing Date, and to Sellers’ Knowledge, there is no basis for any such claim or assessment.

(ix)           The Companies have not distributed stock of another Person, nor had its stock distributed by another Person, in a transaction that purported or was intended to be governed in whole or in part by IRC Section 355 or Section 361.

(x)            The Companies have not been a member of an affiliated or similar group filing a consolidated, combined, unitary or similar income tax return or has any liability for the Taxes of any Person under Treas. Reg. §1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by agreement, or otherwise.

3.9.         Employee Benefits.

(a)           Schedule 3.9 (a) is a complete list of each “Benefit Plan” (within the meaning of Section 3(3) of ERISA) and each other employee benefit plan, agreement, policy, trust fund or arrangement (whether written or unwritten, insured or self-insured) maintained or contributed to (or with respect to which any obligation to contribute has been undertaken) by the Companies on behalf of any employee or other service provider of the Companies (whether current, former, or retired) or their beneficiaries or with respect to which the Companies have any obligation or liability (contingent or otherwise) (each “Benefit Plan”). With respect to each Benefit Plan, Sellers has delivered to Purchaser (1) current, accurate and complete copies of each such Benefit Plan and all contracts relating thereto (including without limitation all trust agreements, insurance or annuity contracts, investment management agreements, record keeping agreements and other material documents or instruments relating thereto), and in the case of any Benefit Plan that is not in written form, an accurate description of all material aspects of that Benefit Plan; (2) copies of the most recent Internal Revenue Service determination letter (including copies of any outstanding requests for determination letters) or opinion letter with respect to each such Benefit Plan which is an “employee pension benefit plan” (within the meaning of Section 3(2) of ERISA) intended to qualify under Section 401(a) of the IRC; and (3) copies of the most recent Forms 5500 annual report and accompanying schedules, and the most recent summary plan descriptions.

(b)           Except as set forth on Schedule 3.9(b), all Benefit Plans are fully funded and administered in accordance with Applicable Law, and comply in form and in operation in all material respects with the requirements of Applicable Law.

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(c)           Each Benefit Plan has been maintained, funded and administered in accordance with the terms of such Benefit Plan and complies in form and in operation in all material respects with the requirements of Applicable Law, including ERISA and the IRC.

(d)           All contributions (including employer contributions and employee salary reduction contributions) that are due have been made to each Benefit Plan that is an “employee pension benefit plan” (within the meaning of Section 3(2) of ERISA). All premiums or other payments that are due have been paid with respect to each such Benefit Plan that is an “employee welfare benefit plan” (within the meaning of Section 3(1) of ERISA).

(e)           Each Benefit Plan that is intended to meet the requirements of a “qualified plan” under Section 401(a) of the IRC has received a determination letter from the IRS to the effect that it meets the requirements of Section 401(a) of the IRC.

(f)            Neither the Companies or any of their predecessors has ever contributed to, contributes to, has ever been required to contribute to, or otherwise participated in or maintains sponsors or in any way, directly or indirectly, has any liability with respect to any plan subject to Section 412 of the IRC, Section 302 of ERISA or Title IV of ERISA, including, without limitation, any employee pension benefit plan that is a “defined benefit plan” (as defined in ERISA §3(35), any “multiemployer plan” (within the meaning of Sections 3(37) or 4001(a)(3) of ERISA or Section 414(f) of the IRC) or any single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) which is subject to Sections 4063, 4064 or 4069 of ERISA.

(g)           No non-exempt “prohibited transaction,” within the meaning of Section 4975 of the IRC and Section 406 of ERISA, has occurred or is reasonably expected to occur with respect to the Employee Benefit Plans.

(h)           No Benefit Plan is under, and neither Sellers nor the Companies have received any notice of, an audit or investigation by the IRS, Department of Labor or any other Governmental Body and no such completed audit, if any, has resulted in the imposition of any tax or penalty.

(i)            The Companies have no unfunded liabilities pursuant to any Benefit Plan that is not intended to be qualified under Section 401(a) of the IRC and is an employee pension benefit plan within the meaning of Section 3(2) of ERISA, a nonqualified deferred compensation plan or an excess benefit plan. Schedule 3.9(i) of the Disclosure Schedule sets forth a true, correct and complete list of each Benefit Plan which is a nonqualified deferred compensation plan. Each such nonqualified compensation plan, whether deferred or otherwise, is not subject to IRC 409A.

(j)            The consummation of the contemplated transactions alone, or in combination with a termination of any employee, officer, director, or other service provider or shareholder of the Companies (whether current, former or retired): (i) will not give rise to any liability under any Benefit Plan, including, without limitation, liability for severance pay, unemployment compensation, termination pay or withdrawal liability, or accelerate the time of payment or vesting or increase the amount of compensation or benefits due to any employee, officer, director, other service provider or shareholder of the Companies (whether current, former or retired) or their beneficiaries; and (ii) will not cause any Benefit Plan or contract of insurance or

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other ancillary agreement to become void or voidable or cause any increase in cost, other than cost increases or decreases attributable to annual renewal. No amount that can be received (whether in cash or property or the vesting of property), as a result of the consummation of the contemplated transactions, by any employee, shareholder or other service provider of the Companies who is a “disqualified individual” (as such term is defined in Treas. Reg. §1.280G–1) under any Benefit Plan or otherwise can be characterized as an “excess parachute payment” (as defined in Sections 280G(b)(1) and 280G(b)(5) of the IRC).

(k)           Any individual who performs services for the Companies and who is not treated as an employee for federal income tax purposes by the Companies is not an employee under applicable law or for any purpose including, without limitation, for tax withholding purposes or employee Benefit Plan purposes.

(l)            WARN Compliance. The Companies have complied in all respects with the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101 et seq., and its corresponding regulations, and Tennessee Code Annotated § 50-1-601 et seq., and its corresponding regulations, in each case in effect as of the date hereof, providing for notification to employees affected by closing, relocation, sale of business, mass layoff or similar event (collectively, the “WARN Acts”) on account of closings, relocations, sales of businesses, mass layoffs or similar events occurring prior to the Closing and all related notices, payments, fines or assessments due to any Governmental Body pursuant to such WARN Acts.

3.10.       Guarantees. Except as set forth in Schedule 3.10, (i) none of the obligations of the Companies are guaranteed by, or subject to a similar contingent Liability to, any Person, and (ii)  the Companies have not guaranteed, or otherwise become contingently liable for, any Liability of any Person.

3.11.       Financial Statements.

(a)           Sellers have caused the Companies to furnish true and correct copies of SSI’s financial statements audited by the independent accounting firm of Crowe Chizek & Co., LLC and UCA’s internally-prepared financial statements (not prepared or reviewed by the Companies’ accountants) identified in Schedule 3.11 hereto to Purchaser. All of said financial statements, including any notes thereto, fairly present the consolidated financial position and condition of the Companies as of the date thereof and the results of its operations for the periods covered in accordance with GAAP applied by the Companies on a consistent basis throughout the periods covered thereby and on a basis consistent with that of prior years and periods. Except for Liabilities (i) reflected or reserved against in the balance sheet of SSI as of April 30, 2007 or the balance sheet of UCA as of December 31, 2006, as the case may be (the “Balance Sheet Dates”) or in the notes thereto (the “Balance Sheets”), (ii) incurred in the Ordinary Course of Business since the respective Balance Sheet Dates (none of which resulted from, arose out of, is related to, or was caused by any breach of Contract), and/or (iii) set forth in Schedule 3.11 hereto (collectively the “Permitted Liabilities”), the Companies do not have any Liabilities.

(b)           As of their respective Balance Sheet Dates, and except as set forth in Schedule 3.11 hereto, the Companies have no material Liabilities or obligations secured or

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unsecured (whether accrued, absolute, contingent) of which, under GAAP, should have been, but which were not reflected or reserved against in the Balance Sheets.

(c)           Since their respective Balance Sheet Dates, the Companies have not incurred any Liabilities or obligations not included in the Permitted Liabilities.

(d)           Except as set forth in Schedule 3.11(d) hereto the prepaid expenses on the Balance Sheets have been incurred solely for the benefit of the Companies and the Companies will retain the benefits of such prepaid expenses after the Closing Date.

(e)           Except as set forth in Schedule 3.11(e) hereto the inventories of the Companies (including, without limitation, raw materials, supplies, manufactured and processed parts, containers, work in process and finished goods) are not obsolete, damaged, or defective, and consist of items which are usable or salable in the Ordinary Course of Business, and, if salable, are salable at values no less than the book value amounts, subject only to the reserve for inventory write-down set forth on the face of the Balance Sheets in accordance with past custom and practice of the Companies, provided such customs and practices were consistent with GAAP.

3.12.       Absence of Certain Developments. Except for the transactions contemplated by this Agreement or as otherwise set forth on Schedule 3.12 hereto, since the respective Balance Sheet Dates, (i) there has not been any development or combination of developments affecting the Companies which, to Sellers’ Knowledge, has had, or is likely to have, a Material Adverse Effect, and (ii) the Companies have conducted the Business in the Ordinary Course of Business and (iii) since their respective Balance Sheet Dates there has not been:

(a)           a change in the Companies’ authorized or issued capital; grant of any stock option or right to purchase shares of capital stock or other securities of the Companies; issuance of any security convertible into such capital stock or other securities; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Companies of any shares of any such capital stock or other securities; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock or other securities;

(b)           payment or increase by the Companies of any bonuses, salaries, or other compensation to any stockholder, member, partner, director, limited liability company manager, officer, or employee, except payments or increases granted or agreed to be made in the Ordinary Course of Business consistent with past practices;

(c)           adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee Benefit Plan for or with any employees of the Companies;

(d)           loss of the employment, services or benefits of any officers or management level employees, excepting the resignation of the Companies’ current board of directors;

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(e)           a loan to, or entering into any other transaction with, any of the directors, officers, and employees of the Companies except in the Ordinary Course of Business consistent with past practice;

(f)            damage to, destruction or other loss of, condemnation, taking or other proceeding against, any asset or property of the Companies, whether or not covered by insurance;

(g)           incurrence of any indebtedness or other liability (whether known or unknown, absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise, and whether due or to become due), except for liabilities included in the Permitted Liabilities;

(h)           disposal of, abandonment or permitted lapse of any rights to the use of any Intellectual Property, or disposal of or disclosure, or permitted disclosure (except as necessary in the conduct of its business), to any Person other than representatives of Purchaser, any trade secret, formula, or similar information not theretofore a matter of public knowledge;

(i)            cancellation of any debts or waiver of any claims or rights other than in the Ordinary Course of Business consistent with past practice;

(j)            payment, discharge or satisfaction of any claim, Liability or obligation other than the payment, discharge or satisfaction of claims, Liabilities and obligations incurred in the Ordinary Course of Business and consistent with past practice;

(k)           (i) prepayment of any obligation having a fixed maturity of more than ninety (90) days from the date such obligation was issued or incurred, or (ii) failure to pay when due, any account payable, or sought the extension of the payment date of any account payable;

(l)            a writing off as uncollectible any notes or accounts receivable;

(m)          entry into, termination of, amendment of, or receipt of notice of termination of any Contract or transaction involving a total commitment by or to the Companies of at least $25,000;

(n)           a sale, lease, or other disposition of any asset or property of the Companies (except the sale of inventory in the Ordinary Course of Business consistent with past practice);

(o)           creation of an Encumbrance on any asset or property of the Companies;

(p)           execution of any agreement that materially limits or restricts the Companies from engaging or competing in any line of business or in any geographic area or location;

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(q)           execution of any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing employment contract or agreement or adopted, amended, modified or terminated any Benefit Plan;

(r)            any change or amendment in its articles of incorporation or bylaws;

(s)           an issuance or sale of any securities; acquired, directly or indirectly, by redemption or otherwise; or a grant or arrangement regarding any options, warrants, calls or commitments of any kind with respect thereto;

(t)            any capital expenditure exceeding $25,000;

(u)           any Liabilities, except Liabilities included in the Permitted Liabilities, to which the Companies have incurred or become subject to, or have agreed to incur or become subject to,

(v)           a sale, assignment, transfer, conveyance, lease or other disposition of any material assets or properties of the Companies, except in the Ordinary Course of Business;

(w)          execution of any other material transaction, contract or commitment outside of the Ordinary Course of Business, except with respect to the transactions contemplated by this Agreement;

(x)            any work stoppage with respect to the Business or obtained knowledge of any threatened or anticipated work stoppage;

(y)           any material damage or loss to its Business that would have a Material Adverse Effect;

(z)            any change in its method of accounting;

(aa)         any Proceedings instituted or settled; or

(bb)         either directly or indirectly, a performance, or failure to perform, any act which would result in the creation or imposition of any Encumbrance on any of the properties or assets of the Companies, or otherwise adversely affect the marketability of the Companies’  title to any of its properties or assets, outside of the Ordinary Course of Business.

3.13.       Intellectual Property. Schedule 3.13 hereto contains a list and description of all Intellectual Property owned or licensed by the Companies or used by the Companies in the operation of the Business. Except as set forth in Schedule 3.13, the Companies have all rights necessary to use such Intellectual Property, and Sellers has no Knowledge of any asserted or Threatened claim to the effect that the operation of the Business (or the possession or use in the Business of any of the Intellectual Property listed and set forth in Schedule 3.13 hereto) infringes the Intellectual Property rights of any other Person or that such Intellectual Property rights have been terminated. Except as set forth in Schedule 3.13, Sellers has no Knowledge of any claim

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that any of the Intellectual Property set forth in Schedule 3.13 is invalid; and, except as set forth in Schedule 3.13 hereto, the Companies are not obligated under any Contract or otherwise to pay royalties, fees or other payments with respect to any of the Intellectual Property listed and set forth in Schedule 3.13 hereto. Except as set forth in Schedule 3.13, the consummation of the transactions contemplated by this Agreement will not adversely affect the use by the Companies of any of the Intellectual Property set forth in Schedule 3.13 hereto.

3.14.       Compliance with Laws. Except as disclosed on Schedule 3.14, the Business (i) has been operated and the Companies, are in compliance in all material respects with the requirements of Applicable Laws to which the Business is subject, and (ii) the Companies have not received any notice of, and Sellers have no knowledge of, any violation of any Applicable Laws respecting the Companies. The Companies have obtained and complied, in all material respects, with all Permits set forth in Schedule 3.30 and other approvals necessary to conduct the Business and be in compliance with Applicable Laws, including, but not limited to, all permits and other approvals required to treat, transport, store, dispose of and otherwise handle Hazardous Materials.

3.15.       Contracts. Except for Benefit Plans which are set forth on Schedule 3.9, Schedule 3.15 contains a complete and accurate list of all material Contracts to which either of the Companies is a party or is bound, and the Companies have delivered to Purchaser true, correct and complete copies of all such material Contracts including:

(a)           each Contract that involves performance of services or delivery of goods or materials by the Companies of an amount or value in excess of $25,000 after the Closing Date;

(b)           each Contract that involves performance of services or delivery of goods or materials to the Companies of an amount or value in excess of $25,000 after the Closing Date;

(c)           each Contract that involves expenditures or receipts of the Companies in excess of $25,000;

(d)           each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other material Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $25,000 and with terms of less than one (1) year);

(e)           each Contract containing covenants that purport to restrict the business activity of the Companies or limit the freedom of the Companies to engage in any line of business or to compete with any Person;

(f)            each partnership or joint venture agreement between the Companies and a third party whether or not a separate legal entity is created thereby;

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(g)           each Contract with an employee, independent contractor or subcontractor of the Companies, including contracts for employment, severance, consulting, deferred compensation or benefit plans or agreements.

(h)           each collective bargaining agreement or union agreement, with respect to employees of the Companies;

(i)            each bonus, profit sharing, retirement or other form of deferred compensation plan of the Companies;

(j)            each equity purchase, option or similar plan;

(k)           each Contract pertaining to any Intellectual Property (other than off-the-shelf software);

(l)            each Contract pursuant to which the Companies have guaranteed any obligations of other Persons or made any agreements to acquire or guarantee any obligations of or indemnify or hold harmless other Persons;

(m)          each Contract relating to the lease or similar arrangement of any machinery, equipment, motor vehicles, furniture, fixture or similar property of an amount or value in excess of $25,000 and;

(n)           each Contract to which any Governmental Body is a party;

(o)           each Contract relating to the sale or other disposition of any of assets or property or other rights of the Companies, other than with respect to obsolete equipment;

(p)           each Contract that obligates the Companies to repair, replace, accept the return of or make any refund in respect of any service performed by the Companies;

(q)           each Contract pursuant to which the Companies are obligated to make payments, contingent or otherwise, on account of or arising out of prior acquisitions or sales of businesses, assets or stock of other Persons;

(r)            each Contract which provides for contingent payments or earn-outs;

(s)           each Contract which provides for termination, acceleration or other similar rights with respect to any direct or indirect change of control of the Companies;

(t)            each Contract with a related person;

(u)           each Contract that involves any outstanding loan or advance to any Person; and

(v)           each other Contract not made in the Ordinary Course of Business of the Companies.

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3.16.       Contracts; Compliance.

(a)           Except as set forth in Schedule 3.16(a) hereto, the Companies are not in breach or default, and to Sellers’ Knowledge, no Person has Threatened to assert any claim that the Companies are in breach or default, under any Contract (whether written or oral) to which the Companies are a party or by which the Companies or any of their assets or properties are bound and, to Sellers’ Knowledge there exists no event or condition which (whether with or without notice, lapse of time, or both) would constitute a default thereunder, give rise to a right to accelerate, modify or terminate any provision thereof or give rise to any Encumbrance on its property or assets or a right to any additional or guaranteed payments; and to Sellers’ Knowledge, no other party to any such Contract is in breach or default thereof.

(b)           Each Contract listed on Schedule 3.15 is valid and in full force and effect and constitutes a legal, valid and binding obligation of the Companies and, to Sellers’ Knowledge, the other parties thereto, enforceable in accordance with its terms, and except as set forth in Schedule 3.16(b) hereto, will not cease to be valid and in full force and effect after the Closing Date; accurate and complete copies thereof, together with all amendments thereto, have been heretofore delivered to Purchaser.

(c)           Sellers have provided to Purchaser a form of vendor agreement denominated a “Purchasing Agreement” by HealthTrust Purchasing Group, the parties to which are intended to be HealthTrust Purchasing Group, L.P. and a vendor of products and services as described therein (the “HealthTrust Agreement”). The form of HealthTrust Agreement provided to Purchaser is unexecuted and incomplete with respect to terms. In addition, Sellers have provided to Purchaser executed copies of the following amendments:  (i) “Amendment to Purchasing Agreement, Agreement Number: 000293”, effective January 1, 2004; (ii) “Amendment to Purchasing Agreement, Agreement Number: 293” effective June 1, 2004; and (iii) “Amendment to Purchasing Agreement, Agreement No.: 293”, effective June 14, 2007 (collectively, the “Amendments”).

Sellers represent that for the period of time from January 1, 2004 through August 31, 2007, SSI has been party to an agreement substantially similar in form to the HealthTrust Agreement, as amended by the Amendments, and that such agreement is currently in full force and effect on the date hereof. To the extent the HealthTrust Agreement sets forth terms and conditions governing the relationship between HealthTrust Purchasing Group, L.P. and its vendor, except to the extent such terms and conditions are modified by the Amendments, Sellers represent that those terms and conditions govern the agreement in existence between SSI and HealthTrust Purchasing Group, L.P.

3.17.       Real Estate. Neither of the Companies owns any real estate (the “Owned Real Estate”). With respect to the Leased Real Estate:

(a)           Schedule 3.17(a) contains a listing and description (including the parties, term, expiration date(s), address, and the general use description of the leased premises) of each written or oral lease regarding any real estate that either of the Companies leases or subleases from third parties (the “Leased Real Estate”) (the leases of Leased Real Estate described in Schedule 3.17(a) are collectively, the “Leases”);

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(b)           Except as set forth in Schedule 3.17(b) hereto, there are no deferred property Taxes or assessments with respect to the Leased Real Estate which will become due and payable as a result of the consummation of the transaction contemplated hereby;

(c)           Except as set forth in Schedule 3.17(c) hereto, to Sellers’ Knowledge the improvements located on each parcel of Leased Real Estate and the present uses thereof by the Companies do not infringe upon the rights of any other Person;

(d)           Except as set forth in Schedule 3.17(d) hereto, to Sellers’ Knowledge no buildings, fences, driveways or other structures of any adjoining owner encroach, in any material respect which interferes with the operation of the Business, upon any part of the Leased Real Estate; and

(e)           The Companies are not in default in the performance of any material obligation under the Leases, and, to Sellers’ Knowledge, none of the other parties to the Leases is in default in performance of their material obligations thereunder, the Leases are in full force and effect, and the Companies have not assigned their rights under the Leases.

3.18.       Accounts Receivable.

(a)           Schedule 3.18(a) sets forth a list of aged accounts receivable which is true, correct and complete as of the indicated date thereon.

(b)           Except as set forth in Schedule 3.18(b) hereto, all of the accounts, notes and other receivables of the Companies represent sales actually made in the Ordinary Course of Business consistent with past practice for goods or services delivered or rendered in bona fide arm’s-length transactions, constitute only valid, undisputed claims, have not been extended or rolled over in order to make them current and collectible at their recorded amounts net of reserves for non-collectibility reflected on the financial statements in accordance with GAAP. Except as set forth in Schedule 3.18(b), no such account, note or other receivable has been assigned or pledged to any Person or is subject to counterclaims or setoffs or any other defenses.

3.19.       Books and Records; Bank Accounts. All of the books of account and other financial and corporate records of the Companies (including minute books and stock records) have been made available to Purchaser and its representatives (or will be so made available prior to the Closing Date). Such books of account and records are current and complete in all material respects. All such books and records are consistent with the financial statements set forth in Schedule 3.11 hereto. All such books and records are kept in a proper order and in the possession of the Companies.

3.20.       Employees.

(a)           Schedule 3.20(a) sets forth a complete and accurate list of all the employees of SSI and UCA as of the date hereof (the “Employees”), together with the following information for each such Employee: name, position held, current salary, and bonus entitlement/arrangement.

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(b)           None of the Employees has informed SSI or UCA that he/she intends to terminate employment with the Companies. Schedule 3.20(b) sets forth a description of any written Contract, other than the Benefit Plans set forth in Schedule 3.9 hereto, with respect to the conditions of employment of any of the Employees. Except as set forth in Schedule 3.20(b), all Employees are employed on an “at-will” basis.

(c)           None of the Employees are working based upon a non-resident visa and the Companies have complied with its obligations under the Immigration Reform Control Act.

3.21.       Investments. Except as disclosed in Schedule 3.21 hereto, the Companies do not own any shares of stock or other securities or equity or debt interests, directly or indirectly, in any other Person. Except as disclosed or otherwise described in this Agreement or as set forth in Schedule 3.21 hereto, the Companies are not subject to any obligation or requirement to provide funds to, or invest in, any such Person.

3.22.       Insurance.

(a)           The Companies have delivered to Purchaser:

(i)            true and complete copies of all policies of insurance to which the Companies are a party or under which the Companies or any officer or director of the Companies have been covered at any time within the three (3) years preceding the date of this Agreement; and

(ii)           true and complete copies of all pending applications for policies of insurance;

(b)           Schedule 3.22(b) contains a true and complete list and/or description of:

(i)            any self-insurance arrangement by or affecting the Companies including any reserves established thereunder;

(ii)           all insurance policies (including, but not limited to, liability, property and casualty, workers compensation, directors and officers liability, surety bonds, key man or corporate owned life insurance, vehicular and other insurance policies and contracts) covering the Companies or otherwise held by or on behalf of it, or any aspect of its assets or business, indicating the type of coverage, name of insured, the insurer, the amount of coverage, the deductibles, the premium, the expiration date, and other material terms thereof and the aggregate amounts paid thereunder; and

(iii)          all obligations of the Companies to third parties with respect to insurance (including such obligations under leases and service agreements) and identifies the policy under which such coverage is provided.

(c)           Except as set forth on Schedule 3.22(c), to Sellers’ Knowledge, there are no pending claims under any of the foregoing insurance policies or Contracts described on Schedule 3.22(b). To Sellers’ Knowledge there is no reason why any of such insurance policies or Contracts will be terminated, suspended, modified or amended, or not renewed (other than life

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insurance policies insuring the lives of Sellers that will be terminated or transferred to Sellers on or before the Closing Date) on substantially identical terms (including, without limitation, premium costs), or will require alteration of any equipment or any improvements to any Leased Real Estate, or the purchase of additional equipment, or the modification of any of the methods of doing business. Neither the Companies nor, to Sellers’ Knowledge, any third party to such insurance policy or Contract is in default with respect thereto, nor to Sellers’ Knowledge does any condition exist that with notice or lapse of time or both would constitute such a default by any party thereunder. The Companies have not failed to give any notice or present any claim under any such insurance policy or Contract in due or timely fashion or as required thereby in a manner which will jeopardize full recovery thereunder. All such insurance policies or Contracts provide coverage in amounts and upon terms that are reasonable and adequate for Persons having similar businesses, operation, assets and properties. Complete and accurate copies of all such policies, Contracts and related documentation have previously been delivered to Purchaser.

(d)           Sellers and the Companies, as applicable, have individually or jointly maintained, and will continue to maintain until the Closing Date, the insurance set forth in Schedule 3.22(b) that covers the tangible real and personal property and assets of the Companies, whether owned or leased, against loss or damage by fire or other casualty. The Companies also carry product liability insurance. All such insurance is in full force on the date of this Agreement and is carried with insurers licensed in the states affected by such policies.

(e)           The Companies are presently insured and will continue to be insured through Closing for general liability and worker’s compensation risks through a third party insurance company, which insurance covers claims made against the Companies.

(f)            The Companies have promptly and adequately notified the insurance carriers of any and all claims known with respect to the operations, products or services of the Companies for which the Companies are insured and no insurance carrier has denied coverage or reserved its rights with respect to such claims. The Companies have not been refused any insurance coverage by any insurance carrier to which they, individually or collectively, have applied for insurance during the past three (3) years.

3.23.       Brokers. The Companies have not otherwise employed or engaged any broker, finder, agent, banker or third party, nor has it otherwise dealt with anyone purporting to act in the capacity of a finder or broker in connection with the transactions contemplated hereby. No commissions, finder’s fees or like charges have been or will be incurred by the Companies in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. Any such commissions, finders’ fees or like charges shall be directly chargeable to and will be paid by Sellers as contemplated by the terms of this Agreement.

3.24.       Environmental Matters. Except as may be set forth in Schedule 3.24 and as set forth in the information contained in any site surveys and the environmental reports listed in Schedule 3.24, copies of which have been provided to Purchaser, and except as would not have a Material Adverse Effect: (i) the Companies have transported, stored, and/or disposed of Hazardous Materials handled by the Companies in a manner that is reasonably necessary for the conduct of the Business and in material compliance with Environmental Laws, (ii) to Sellers’

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Knowledge, the Leased Real Estate, during its use by the Companies have not been used, as a landfill, dump or other disposal, storage, transfer, treating or handling area for any Hazardous Materials, except for such storage or handling of Hazardous Materials as is reasonably necessary for the conduct of the Business and in material compliance with Environmental Laws, (iii) to Sellers’ Knowledge, no asbestos, lead paint, radio active materials, polychlorinated biphenyls, or urea formaldehyde has been placed, stored, located, or disposed on the Leased Real Estate, (iv) the Companies have not agreed to assume and, to Sellers’ Knowledge, have not assumed by operation of law, any environmental Liability of any other Person, including, but not limited to, environmental Liabilities under CERCLA or SARA, and (v) the Companies have obtained and complied in all material respects with, and is in material compliance with, all Environmental Permits necessary or required for the operation of the Business, said Environmental Permits are in full force and effect, and to Sellers’ Knowledge there are no Proceedings pending or Threatened to revoke or limit any thereof. Except as may be set forth in Schedule 3.24 hereto, the Leased Real Estate is not listed on the National Priorities List, the Comprehensive Environmental Response Compensation and Liability Information System, the Resource Conservation and Recovery Information System or any other governmental list of potentially contaminated properties.

3.25.       Debt. Schedule 3.25 is a true, correct and complete list of all mortgages, indentures, notes, guarantees and other obligations for or relating to borrowed money, or purchase money debt (including conditional sales contracts, capital leases and all letters of credit whether or not such letters of credit have been drawn against) for which the Companies are primarily or secondarily obligated.

3.26.       Customers and Suppliers.

(a)           Schedule 3.26(a) contains a true and complete list of the fifteen (15) largest customers of both SSI and UCA in order of dollar volume of services provided during its last full fiscal year showing the total services provided in dollar volume to each such customer during such period.

(b)           Schedule 3.26(b) contains a true and complete list of the fifteen (15) largest suppliers of both SSI and UCA in order of dollar volume of purchases during its last full fiscal year showing the total of purchases in dollars to each such supplier during such period.

(c)           Except as set forth on Schedule 3.26(c):

(i)            There has not been any Material Adverse Change and, to Sellers’ Knowledge, there are no facts which can reasonably be expected to indicate that any Material Adverse Change will occur in the business relationship of the Companies with any customer or supplier listed on Schedule 3.26(a) or Schedule 3.26(b).

(ii)           The Companies are not engaged in any material disputes with any customers or suppliers listed or to be listed on Schedules 3.26(a) or 3.26(b) and to Sellers’ Knowledge no such customer or supplier intends to discontinue or adversely modify its relationship with the Companies after the Closing Date. In addition, to Sellers’ Knowledge, no customer listed or to be listed on Schedule 3.26(a) of the

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Disclosure Schedule has Threatened to discontinue or adversely modify its relationship with the Companies after the Closing Date. During the two-year period prior to the date hereof the Companies have not granted any rebate to any customer listed or to be listed on Schedule 3.26(a) of the Disclosure Schedule other than in the Ordinary Course of Business consistent with past practice.

3.27.       Sellers Loans. Except as set forth in Schedule 3.27, there are no loans, advances or other obligations for borrowed money owing by the Companies to Sellers.

3.28.       Adequacy of Properties. The Companies own, lease or otherwise have adequate rights to use the tangible and intangible personal property necessary for the conduct of their Business in the manner in which such Business is presently being conducted with no material conflict with or infringement on the rights of others such that the absence of such ownership or rights could not reasonably be expected to have a Material Adverse Effect.

3.29.       Related Party Transactions. Except as disclosed in Schedule 3.29 hereto, no Person who is an officer, director or shareholder in the Companies, or a member of any such officer’s, director’s or shareholder’s immediate family, has, directly or indirectly:  (a) any financial interest in any Contract with the Companies, except as an owner of the Companies or for compensation for services as an officer, employee or director of the Companies; (b) any interest in any real or personal property used in the Companies’ business, except for the normal rights of a shareholder; or (c) any interest in (i) any Person which purchases from or sells, licenses or furnishes to the Companies any goods, property, technology or intellectual or other property rights or services or (ii) any third-party Contract to which the Companies are a party or by which the Companies are bound. There are no loans, advances or other obligations for borrowed money (i) from Sellers, on the one hand, to the Companies, on the other hand, or (ii) from the Companies, on the one hand, to Sellers, on the other hand that will not be paid or otherwise satisfied or discharged on or before the Closing Date.

3.30.       Permits. Schedule 3.30 contains a complete listing and summary description of all Permits held by the Companies. Except as set forth on Schedule 3.30, the Companies hold all of the Permits that are necessary or appropriate to own and operate its Business as presently conducted, including, without limitation, all Permits required under any Applicable Laws and each such Permit is, and after the Closing shall be, in full force and effect. The Companies are in compliance with the terms and conditions of the Permits set forth on Schedule 3.30, and the Companies have not received any notices that the Companies are in violation of any of the terms or conditions of such Permits. There are no proceedings pending or, to Sellers’ Knowledge, Threatened which may result in the revocation, cancellation, suspension or modification of the Permits set forth on Schedule 3.30, and Sellers do not have any Knowledge of any basis therefore; and the consummation of the contemplated transactions hereby will not result in any such revocation, cancellation, suspension or modification nor require the Companies, or Purchaser to make any filing or take any action in order to maintain the validity of any item listed on Schedule 3.30.

3.31.       Warranty and Product Liability Claims. Except as disclosed on Schedule 3.31:  (i) the Companies have not made any express warranties and guaranties with respect to any products manufactured or sold or services rendered in the operation of the

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Business, and (ii) no claims have been asserted during the past three (3) years that any product of the Companies was defective or caused any injury or harm to any person or property, including all such claims relating to returns, express or implied warranty violations, failure to warn or similar matters.

3.32.       Defective Products. Except as disclosed on Schedule 3.32, and other than returns in the Ordinary Course of Business, the Companies have not manufactured or sold any products which were at the time they were manufactured or sold, faulty or defective or did not comply with warranties or representations expressly made or implied by or on behalf of the Companies.

3.33.       Absence of Undisclosed Liabilities. The Companies do not have any liabilities, losses or obligations of any nature (whether absolute, known or unknown, accrued, fixed, contingent, liquidated, unliquidated, due or to become due, or otherwise), except for (i) Liabilities included or reflected in the Companies’ financial statements and adequately reserved against therein in accordance with GAAP consistently applied, (ii) Liabilities or performance obligations arising subsequent to the date of the respective Balance Sheets in the Ordinary Course of Business (and not as a result of a breach or default by the Companies) out of or under agreements, Contracts, leases, arrangements or commitments to which the Companies are a party or (iii) otherwise included in the Permitted Liabilities.

3.34.       Closing Date. All of the representations and warranties of Sellers contained in this Article 3 and elsewhere in this Agreement and all information delivered in any Schedule or in any certificate delivered by Sellers to Purchaser are true and correct on the Closing Date.

3.35.       Health Regulations.

(a)           The Companies have, at all times, acted in compliance with the requirements of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), including, without implied limitation, all business associate agreements, trading partner agreements and/or other HIPAA-related agreements to which it is a party relating to its obligations to protect the confidentiality and/or security of patient-related information in its possession or under its control.

(b)           The Companies have, at all times, acted in compliance with the requirements of all Applicable Laws relating to its obligation to retain and provide access to certain information and documentation to the Secretary of the Department of Health and Human Services and the Comptroller General of the Unites States.

(c)           To Sellers’ Knowledge, neither of the Companies nor any of their employees/agents/vendors/contractors/suppliers is now or has ever been excluded, debarred, suspended or otherwise declared ineligible to participate in any federal health care programs or federal procurement or non-procurement programs; neither it nor any of its employees/agents/vendors/contractors/suppliers has ever been convicted of a criminal offense relating to the provision of federal healthcare items or services; neither it nor any of its employees/agents/vendors/contractors/suppliers is now under investigation which may result in being excluded from participation in any federal health care programs; and, it is not aware of any

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other circumstances which may result in it and/or any of its employees/agents/vendors/ contractors/suppliers being excluded from participation in any federal health care programs.

(d)           The Companies have, at all times, acted in compliance with all requirements of the federal fraud and abuse laws, rules and regulations, including, without implied limitation, the federal Stark Law (found at 42 USC 1395nn) and the federal Anti-Kickback Statute (found at 42 U.S.C. 1320a).

(e)           The Companies have, at all times, acted in compliance with all applicable state fraud and abuse laws, rules and regulations, including, without implied limitation, any such laws, rules and regulations relating to payments made by/to it to/from third parties and/or discounts offered by it to third parties in connection with items or services that may be paid for, in whole or in part, by any federal or state health care program.

3.36.       Additional Contract Representations.

(a)           Sellers represent and warrant that the “group purchasing organization” contracts identified and listed on its website as of the 29^th day of August, 2007 are not separate contracts to which it is a party and instead are organizations to whom it sells products pursuant to its agreement with the HealthTrust Purchasing Group.

(b)           Sellers represent and warrant that the Companies are not a party to any Amendment #2 to the Baptist Memorial Healthcare Agreement.

(c)           Sellers represent and warrant that the Companies are not a party to any business associate agreement, trading partner agreement and/or other HIPAA-related agreement except as disclosed and identified in Schedule 3.15.

(d)           Sellers represent and warrant that the Companies are not a party to any medical director, consulting, advisory, clinical study or similar agreement with any physician, group practice, health care provider or health care facility except as disclosed and identified in Schedule 3.15.

(e)           Sellers represent and warrant that it has, at all times, acted in compliance with all requirements of the regulations issued by the Department of Health and Human Services published at 42 CFR 1001 and which relate to the Companies’ obligations to keep records of, report and disclose discounts, rebates and other reductions to group purchasing organizations and buyers in connection with items or services that may be paid for, in whole or in part, by any federal or state health care program.

(f)            Sellers represent and warrant that it has, at all times, acted in compliance with all applicable state fraud and abuse laws, rules and regulations, including, without implied limitation, any such laws, rules and regulations relating to payments made by/to it to/from third parties and/or discounts, rebates or other price reductions offered by it to third parties in connection with items or services that may be paid for, in whole or in part, by any federal or state health care program.

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3.37.       Representations and Warranties. No representation or warranty by Sellers included in this Agreement, to Sellers’ Knowledge, contains any untrue statement of a material fact or omits any material fact necessary to make the information contained herein not misleading.

3.38.       Assignability of Representations and Warranties. In the event Purchaser sells or otherwise transfers SSI or UCA, or both to another entity owned or controlled by Purchaser within the Companies’ current fiscal year each of the warranties and representations in this Article 3 of this Agreement shall be deemed, as applicable, to be assigned to such transferee.

ARTICLE 4

COVENANTS OF SELLERS

4.1.         Further Assurances. Sellers shall from time to time after the Closing Date execute and deliver such additional instruments and documents, as Purchaser may reasonably request. Without limiting the foregoing, Sellers specifically agrees to take any and all actions necessary under applicable law to ensure that the Companies have full use of and rights in the Intellectual Property set forth on Schedule 3.13 following consummation of the transactions contemplated by this Agreement. Sellers, but at Purchaser’s sole cost and expense, also agrees to execute all papers and to give such testimony and to perform such other acts as said Purchaser or affiliates may reasonably require to enable it or them to procure any continuations, divisionals, reissues or trademarks, in the United States of America and/or in any foreign country, and/or to hold, enforce or convey said Intellectual Property.

4.2.         Non-Disclosure and Non-Competition. Each Seller will enter into a five (5) year Non-Disclosure and Non-Competition Agreement to be executed and delivered at Closing (“Non-Competition Agreement”).

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF PURCHASER

As an inducement for Sellers to enter into this Agreement and to consummate the transactions contemplated hereby, Purchaser represents and warrants to Sellers that each and all of the following representations and warranties are true and correct as of the date of this Agreement and at Closing. The Schedules shall be arranged in paragraphs corresponding to the sections and subsections contained in this Article 5.

5.1.         Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority, corporate and otherwise, to own, operate and lease its properties and assets, to conduct its business as it is now being conducted and to perform all of its obligations under this Agreement and the Ancillary Documents.

5.2.         Due Authorization. The execution, delivery and performance of this Agreement and the Ancillary Documents to be executed and delivered by Purchaser pursuant to this Agreement, and the consummation of the transactions contemplated hereby and thereby have

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been duly and validly authorized by all necessary corporate action on the part of Purchaser. This Agreement constitutes the legal, valid, and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms. The Ancillary Documents have been, or will be on or before the Closing Date, duly and validly executed and delivered by Purchaser and the obligations of Purchaser thereunder are or will be, upon such execution and delivery, valid, legally binding and enforceable against Purchaser in accordance with their respective terms.

5.3.         No Breach. Purchaser has full power and authority, corporate and otherwise, to purchase the Equity Interests being purchased hereunder and to otherwise perform its obligations under this Agreement and the Ancillary Documents to be executed and delivered by Purchaser pursuant hereto. The execution and delivery of this Agreement and the Ancillary Documents to be executed and delivered by Purchaser pursuant to this Agreement, and the consummation of the transactions contemplated hereby and thereby will not:  (i) violate any provision of the Certificate of Incorporation or Bylaws (or comparable governing documents or instruments) of Purchaser, (ii) violate any Applicable Laws or Injunction applicable to Purchaser, (iii) other than filings and approvals required to comply with Applicable Laws, including applicable requirements of any Governmental Body, all of which shall be filed or obtained prior to the Closing Date, require any filing with, authorization, consent or approval of, or the giving of any notice to, any Person, (iv) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give another party any rights of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, lease or other Contract to which Purchaser is a party, or by which it or any of its assets or properties are bound.

5.4.         Investment Representations. Purchaser understands that the Equity Interests have not been registered under the Securities Act of 1933, as amended, or under the securities laws of any jurisdiction, by reason of reliance upon certain exemptions. Purchaser understands and acknowledges that the Equity Interests may not be sold publicly unless they are subsequently registered under the Securities Act of 1933, as amended, or unless an exemption from such registration is available.

5.5.         Brokers. Neither Purchaser nor its respective Affiliates has employed or engaged any broker, finder, agent, banker or third party, nor have they otherwise dealt with anyone purporting to act in the capacity of a finder or broker in connection with the transactions contemplated hereby. Any such commissions, finders’ fees or like charges so claimed shall be directly chargeable to and will be paid by Purchaser, subject to Purchaser’s right to contest any such claim.

ARTICLE 6

CONDITIONS PRECEDENT TO CLOSING

Purchaser’s and Sellers’ obligations to purchase and sell the Equity Interests and to take the other actions required to be taken by the parties at the Closing are subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Purchaser, in whole or in part):

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6.1.                            Purchaser shall have received written consents, in form and substance satisfactory to Purchaser, by which the contracting parties to the contracts identified on Schedule 3.2(b) consent to the change of ownership of the Companies and commit to the further performance of such contracts in accordance with their terms.

6.2.                            The Sales Representation Agreement dated March 9, 2004, as identified in Schedule 3.15(e) shall either have been amended in a manner acceptable to Purchaser or terminated pursuant to a written termination in a form acceptable to Purchaser.

6.3.                            All of Sellers’ Representations and Warranties in this Agreement must have been accurate in all material respects as of the Closing Date as if made on the Closing Date.

6.4.                            Each of the Closing Deliveries set forth in Section 2.5(b) must have been delivered.

6.5.                            Since the date of the Agreement, there must not have been commenced or Threatened against Purchaser, or against any Affiliate of Purchaser, any Proceeding involving any challenge to, or seeking Damages or other relief in connection with the transactions.

6.6.                            If any of the conditions in Sections 6.1 through 6.5 are not satisfied or waived by October 15, 2007, this Agreement shall terminate.

ARTICLE 7

INDEMNIFICATION

7.1.                            Survival of Indemnification Obligations.

(a)                                  Representations and Warranties of Sellers. Except as noted in Section 7.1(b) below each of the representations and warranties of Sellers contained in this Agreement and in any Ancillary Documents delivered by or on behalf of Sellers pursuant to this Agreement and the transactions contemplated hereby shall survive the Closing of the transactions contemplated hereby for a period of two (2) years after the Closing Date, or longer as expressly specified below (such period, the “Survival Period”).