EXHIBIT 4.4


                     AMENDED AND RESTATED CO-SALE AGREEMENT

     THIS CO-SALE AGREEMENT is amended and restated as of this 28th day of June,
2001, by and among  PrimeSource  Healthcare,  Inc., a Massachusetts  corporation
(the  "Company"),  and the persons listed as Stockholders on the signature pages
hereto (collectively, the "Stockholders" and individually, a "Stockholder").

     WHEREAS,  on March 2, 2001,  the Company  entered into a Co-Sale  Agreement
with the Stockholders set forth therein (the "Existing Co-Sale Agreement");

     WHEREAS, pursuant to a Unit Purchase Agreement, dated as of the date hereof
(the "Unit  Purchase  Agreement"),  by and among the Company  and the  investors
listed on the signature pages thereto, the Company will issue shares of Series E
Preferred Stock and certain warrants exercisable for Common Stock;

     WHEREAS,  it is a condition  precedent  to the closing of the  transactions
contemplated by the Unit Purchase  Agreement that the Existing Co-Sale Agreement
be amended and restated as set forth herein; and

     WHEREAS, the parties hereto are willing to execute this Agreement and to be
bound by the provisions hereof;

     NOW, THEREFORE,  in consideration of the premises, the agreements set forth
below, and the parties' desire to further their interests,  the parties agree as
follows:

     1.       Certain Definitions.
              -------------------

     All terms not otherwise defined herein shall have the meanings set forth in
the Amended and Restated  Registration  Rights  Agreement,  dated as of the date
hereof (the "Registration  Rights Agreement"),  by and among the Company and the
stockholders signatories thereto.

     "Preferred  Stock"  shall  mean the  Alternative  Equity  Financing  Stock,
Qualified  Equity Financing  Stock,  Future Preferred Stock,  Series C Preferred
Stock of the Company and Series E Preferred Stock of the Company.

     "Preferred Stockholder" shall mean the Stockholders of Preferred Stock.
     ---------------------



<PAGE>
     2.       "Tag-Along" Rights for Sales by Rooney, Bayley or Hersma.
               --------------------------------------------------------

              (a) If  Rooney,  Bayley  or James  L.  Hersma  ("Hersma,"  and for
purposes of this Section 2, the "Proposed  Transferor") at any time or from time
to time, in one transaction or in a series of related  transactions,  desires to
sell, transfer or otherwise dispose of (collectively,  "Transfer") (for purposes
of this Section 2, a "Tag-Along  Sale") shares of Common Stock and/or  Preferred
Stock to any Person  (including  the Company or any  Subsidiary  of the Company)
(for  purposes of this Section 2, the "Proposed  Transferee"),  then each of the
Preferred  Stockholders  shall have the right, but not the obligation,  to elect
that the Proposed  Transferor  be  obligated to require,  as a condition to such
Tag-Along  Sale, that the Proposed  Transferee  purchase from each such electing
Preferred Stockholder:

                   (i) up to the  number of shares of Common  Stock  derived  by
          multiplying  the total  number of shares of Common  Stock  owned by or
          issuable to such electing  Preferred  Stockholder  by a fraction,  the
          numerator  of which is equal to the  number of shares of Common  Stock
          then owned by or issuable to the  Proposed  Transferor  that are to be
          purchased by the Proposed  Transferee  (without  giving  effect to any
          reduction  in  such  number  of  shares  by  reason  of any  Preferred
          Stockholder's  election to exercise the "tag-along" rights provided in
          this  Section  2  in  connection  with  such   transaction)   and  the
          denominator  of which is the total  number  of shares of Common  Stock
          owned by or issuable to the  Proposed  Transferor  prior to such sale;
          and

                   (ii) up to the number of shares of  Preferred  Stock having a
          value equal to the amount derived by multiplying  the stated  purchase
          price upon the first sale (the "Stated  Purchase Price") of the shares
          of  Preferred  Stock owned by or issuable to such  electing  Preferred
          Stockholder  by a fraction,  the  numerator of which is the  aggregate
          Stated  Purchase Prices of the shares of Preferred Stock then owned by
          or issuable to the Proposed Transferor that are to be purchased by the
          Proposed  Transferee  (without  giving effect to any reduction in such
          number of shares by reason of any Preferred  Stockholder's election to
          exercise  the  "tag-along"  rights  provided  in  this  Section  2  in
          connection with such  transaction) and the denominator of which is the
          aggregate  Stated  Purchase  Prices of the shares of  Preferred  Stock
          owned by or issuable to the Proposed Transferor prior to such sale;

provided, however, that if any Preferred Stockholder chooses not to sell any or
all shares which such Preferred Stockholder may be entitled to sell under this
Section 2(a), and one or more of the Preferred Stockholders is exercising its

                                       2
<PAGE>

right to sell the maximum  number of shares  permissible  (for  purposes of this
Section 2, each, a "Reoffer  Stockholder"),  then each Reoffer  Stockholder  and
each of the Proposed Transferors shall have the option to sell such shares as to
which the option to sell has not been exercised (for purposes of this Section 2,
the "Reoffer Shares"),  subject to allocation among them pro rata based on their
respective  ownership of shares of Common Stock or Preferred  Stock, as the case
may be.

     Any such sales by any Preferred  Stockholder shall be on the same terms and
conditions  as the  proposed  Tag-Along  Sale by the Proposed  Transferor.  Each
Preferred  Stockholder  whose  shares  are  sold in a  Tag-Along  Sale  shall be
required  to bear a  proportionate  share of the  expenses  of the  transaction,
including, without limitation, legal, accounting and investment banking fees and
expenses.

              (b)  The Proposed  Transferor  participating  in a Tag-Along  Sale
shall promptly (and in no event less than thirty (30) business days prior to the
consummation  thereof)  provide  the Company  with notice (for  purposes of this
Section 2, the  "Proposed  Transferor  Notice") of the proposed  Tag-Along  Sale
(which the Company shall transmit to each Preferred Stockholder within three (3)
business days of its receipt thereof) containing the following:

                   (i) the name and address of the  Proposed  Transferee  of the
          shares in the Tag-Along Sale;

                   (ii) the number of shares of Common Stock and Preferred Stock
          proposed to be  Transferred  by the Proposed  Transferor  in the event
          that none of the Preferred Stockholders elects to participate;

                   (iii) the  proposed  amount and form of  consideration  to be
          paid for such shares and the terms and  conditions of payment  offered
          by the Proposed Transferee;

                   (iv) the  aggregate  number of  shares  of  Common  Stock and
          Preferred  Stock held of record by such Proposed  Transferor as of the
          date of the notice (for purposes of this Section 2, the "Notice Date")
          from the Proposed Transferor to the Company;

                   (v) the  aggregate  number  of  shares  of  Common  Stock and
          Preferred  Stock held of record as of the Notice Date by all Preferred
          Stockholders as a group;


                                       3
<PAGE>

                   (vi) the  maximum  number  of  shares  of  Common  Stock  and
          Preferred Stock each such Preferred Stockholder is entitled to include
          in the Tag-Along  Sale (as computed in  accordance  with the equations
          set forth in Section 2(a)); and

                   (vii) that the Proposed  Transferee  has been informed of the
          "tag-along" rights provided for in Section 2(a).

              (c)  If a Preferred  Stockholder  desires to  participate  in such
Tag-Along  Sale,  such Preferred  Stockholder  shall provide written notice (for
purposes of this Section 2, the "Tag-Along  Notice") to such Proposed Transferor
not later than ten (10)  business  days after the Notice Date setting  forth the
number of shares of Common Stock and Preferred  Stock,  if any,  such  Preferred
Stockholder  elects to  include  in the  Tag-Along  Sale.  In the event that any
Preferred  Stockholder chooses not to sell any or all which such other Preferred
Stockholder may be entitled to sell under Section 2(a), the Proposed  Transferor
participating  in the Tag-Along  Sale shall  promptly (and in no event less than
fifteen (15) business days prior to the  consummation  of such  Tag-Along  Sale)
provide the Company  with notice (for  purposes of this  Section 2, the "Reoffer
Notice") of such  Reoffer  Shares  available  for sale  pursuant to Section 2(a)
(which the Company shall transmit to each Reoffer  Stockholder  within three (3)
business  days of its  receipt  thereof).  If a Reoffer  Stockholder  desires to
participate in the sale of any of the Reoffer Shares,  such Reoffer  Stockholder
shall provide written notice thereof to such Proposed  Transferor not later than
five (5) business  days after  receipt of the Reoffer  Notice  setting forth the
number of additional  shares of Common Stock and Preferred  Stock,  if any, such
Reoffer  Stockholder  elects to  include  in the  Tag-Along  Sale.  A  Preferred
Stockholder  may  elect to  include  shares  in a  Tag-Along  Sale  only if such
Preferred Stockholder elects to include in such Tag-Along Sale a ratio of shares
of Common  Stock to shares of  Preferred  Stock  equal to the ratio of shares of
Common  Stock to shares of Preferred  Stock  proposed to be sold by the Proposed
Transferor in the Tag-Along  Sale;  provided,  however,  that (i) if a Preferred
Stockholder is selling all shares of Common Stock owned by it and its Affiliates
in such  Tag-Along  Sale,  then the number of shares of Preferred  Stock sold by
such  Preferred  Stockholder  in the Tag-Along  Sale shall not be limited by the
provisions of this sentence and (ii) if a Preferred  Stockholder  is selling all
of the  shares  of  Preferred  Stock  owned  by it and  its  Affiliates  in such
Tag-Along Sale, then the number of shares of Common Stock sold by such Preferred
Stockholder in the Tag-Along Sale shall not be limited by the provisions of this
sentence. In the event that the Proposed Transferee does not purchase the shares
of the Proposed  Transferor,  then the proposed  Tag-Along Sale by the Preferred
Stockholders to such Proposed Transferee shall not take place.


                                       4
<PAGE>

              (d)  The  provisions  of this  Section  2 shall  not  apply to any
transaction  in which shares of Common  Stock are  proposed to be sold  publicly
pursuant to a registration statement filed under the Act.

              (e)  Notwithstanding  anything herein to the contrary,  the rights
and obligations provided for in this Section 2 shall terminate,  with respect to
all  shares  held by each  Preferred  Stockholder,  upon the  occurrence  of the
effective date of the Company's  registration  statement in connection  with its
closing of a firm  commitment  underwritten  public offering of shares of Common
Stock by the  Company and any selling  stockholders  in which (i) the  aggregate
price paid for such shares by the public shall be at least  $25,000,000 and (ii)
implies a pre-equity valuation of the Company of at least $110,000,000.

         3.       Restrictions on Rooney's, Bayley's and Hersma's Transfer.
                  --------------------------------------------------------

     Each of  Rooney,  Bayley and Hersma  hereby  agrees  that he will not sell,
transfer or pledge any of his respective shares of the Company capital stock (or
any direct or indirect interest  therein) or any stock certificate  representing
the same,  now or hereafter at any time owned by him,  except as consented to in
writing by a holders of a majority of the shares of the Preferred  Stock,  which
consent shall not be unreasonably withheld.

         4.       Notices.
                  -------

     All notices,  requests,  consents and other communications  provided for or
permitted  hereunder  shall  be  made in  writing  and  shall  be  delivered  by
hand-delivery,   registered  or  certified   first-class  mail,  return  receipt
requested, or sent by telecopier or telex, addressed as follows:

              (a)  if to GE, at its  address  set forth on the  signature  pages
hereto,  with a copy to Gibson, Dunn & Crutcher LLP, 333 South Grand Avenue, Los
Angeles, California 90071-3197,  Facsimile: (213) 229-7250,  Attention: Linda L.
Curtis;

              (b)  if to a  Stockholder  who  is not  GE,  at the  most  current
address  given  by the  Stockholder  to  the  Company  in  accordance  with  the
provisions hereof, which address initially is the address of the Stockholder set
forth on the signature pates hereto; and

              (c)  if to Rooney, Bayley or Hersma,  initially at his address set
forth on the signature pages hereto and thereafter at such other address, notice

                                       5
<PAGE>

of which  is given in  accordance  with the  provisions  hereof,  with a copy to
Skadden,  Arps, Slate,  Meagher & Flom LLP, 300 South Grand Avenue,  Suite 3400,
Los Angeles,  California 90071, Facsimile: (213) 687-5600, Attn: Gregg Noel. All
such notices and communications  shall be deemed to have been duly given: at the
time  delivered by hand, if personally  delivered;  five (5) business days after
being deposited in the mail, postage prepaid,  if mailed; when answered back, if
telexed; when receipt acknowledged, if telecopied; and on the next business day,
if timely delivered to an air courier guaranteeing overnight delivery.

         5.       Entire Agreement and Amendments.
                  -------------------------------

              (a)   This  Agreement,   together  with  the  Registration  Rights
Agreement  dated as of even date  herewith,  as the same may be  amended  and/or
amended and restated from time to time,  constitutes the entire agreement of the
parties with respect to the subject  matter hereof and thereof,  and  supersedes
all prior  agreements  relating to the subject  matter hereof in their  entirety
with  respect  to  each  party  to  such  prior  agreements;   provided,   that,
notwithstanding  the  foregoing,  the rights of Geneva Middle  Market  Investors
SBIC, L.P.  ("Gemini")  under that certain letter agreement dated as of February
8, 2001, shall be preserved and unaffected,  and for purposes of this Agreement,
Gemini shall be considered a "Preferred  Stockholder" with respect to its Common
Stock and  Warrants  (including  shares of Common Stock issued upon the exercise
thereof).  Except  as set  forth in the  proviso  in the  immediately  preceding
sentence,  the  parties  hereto  acknowledge  and  agree  that  all  such  prior
agreements  shall be of no force and effect with  respect to the parties  hereto
following the effectiveness of this Agreement.

              (b)   Neither  this  Agreement  nor any  provision  hereof  may be
waived, modified,  amended or terminated except by a written agreement signed by
Rooney, Bayley, Hersma and the Stockholders owning at least eighty percent (80%)
of the shares owned by the Stockholders;  provided,  however, that any amendment
hereto shall  require the consent of the holders of 50% of the then  outstanding
shares  of  Preferred  Stock;  and  provided  further,  that  any  amendment  or
modification of this Agreement that would adversely  affect any of the expressed
rights  contained  herein  of any party  hereto  may be  effected  only with the
consent of such party.

         6.       Governing Law; Successors and Assigns.
                  -------------------------------------

     This  Agreement  shall be governed by the laws of the State of New York and
shall bind and inure to the benefit of and be binding upon the respective heirs,
personal representatives,  executors, administrators,  successors and assigns of
the parties  (including  transferees of any shares of  Registrable  Securities).

                                       6
<PAGE>

Without  limiting the generality of the foregoing,  all covenants and agreements
of the Stockholders  shall bind any and all subsequent  holders of their shares,
and the Company agrees that it shall not transfer on its records any such shares
unless (i) the transferor  Stockholder shall have first delivered to the Company
and the other  Stockholders the written  agreement of the transferee to be bound
by this Agreement to the same extent as if such transferee had originally been a
Stockholder  hereunder and (ii) the certificate or  certificates  evidencing the
shares so transferred bear the legend required by Section 14 of the Registration
Rights Agreement.

         7.       Expenses.
                  --------

     If any action at law or in equity is necessary to enforce or interpret  the
terms of this  Agreement,  the prevailing  party shall be entitled to reasonable
attorneys'  fees,  costs and  necessary  disbursements  in addition to any other
relief to which such party may be entitled.

         8.       Severability.
                  ------------

     If any provision of this Agreement,  or the application  thereof,  will for
any reason and to any extent be invalid or unenforceable,  the remainder of this
Agreement and  application of such  provision to other persons or  circumstances
will be interpreted so as reasonably to effect the intent of the parties hereto.
The parties  further  agree to replace such void or  unenforceable  provision of
this Agreement with a valid and enforceable  provision that will achieve, to the
extent  possible,  the  economic,  business  and other  purposes  of the void or
unenforceable provision.

         9.       Aggregation of Stock.
                  --------------------

     All  shares  of  Registrable  Securities  held or  acquired  by  affiliated
entities or any  Stockholder  shall be  aggregated  together  for the purpose of
determining the availability of any rights under this Agreement.

         10.      Further Assurances.
                  ------------------

     Each party agrees to cooperate  fully with the other parties and to execute
such further  instruments,  documents  and  agreements  and to give such further
written assurances as may be reasonably requested by any other party to evidence
and reflect the transactions  described  herein and  contemplated  hereby and to
carry into effect the intents and purposes of this Agreement.


                                       7
<PAGE>

         11.      Captions.
                  --------

     Captions  are for  convenience  only and are not  deemed to be part of this
Agreement.

         12.      Counterparts.
                  ------------

     This Agreement may be executed in two or more  counterparts,  each of which
shall be deemed an original,  but all of which together shall constitute one and
the same instrument.

         13.      No Inconsistent Agreements.
                  --------------------------

     The Company shall not, on or after the date of this  Agreement,  enter into
any  agreement  with respect to its  securities  that is  inconsistent  with the
rights  granted to the Holders of  Registrable  Securities in this  Agreement or
otherwise conflicts with the provisions hereof.

     Other than as disclosed on Schedule A attached hereto,  the Company has not
previously  entered into any agreement with respect to its  securities  granting
any "piggy back"  registration  rights to any Person. The Company represents and
warrants to each of the Holders of Registrable  Securities  that,  except as set
forth in this Agreement or on Schedule B attached hereto, as of the date hereof,
there are no  outstanding  "demand"  registration  rights  with  respect  to the
Company's  securities.   The  rights  granted  to  the  Holders  of  Registrable
Securities  hereunder do not in any way conflict  with and are not  inconsistent
with the rights  granted to the holders of the  Company's  securities  under any
such agreements.



                                    * * * * *
                         (Signatures on following pages)

                                       8
<PAGE>


     IN WITNESS WHEREOF, the parties hereto have executed this Co-Sale Agreement
as of the day and year first above written.

                                            PRIMESOURCE HEALTHCARE, INC.


                                            By: /s/ James L. Hersma
                                                --------------------------------
                                            Name:
                                            Title:


                                            /s/  John F. Rooney
                                                --------------------------------
                                                                  John F. Rooney

                                            6685 N. Las Leonas
                                            Tucson, Arizona  85718


                                            /s/  Michael K. Bayley
                                                --------------------------------
                                                               Michael K. Bayley

                                            6755 N. Mamaronick
                                            Tucson, Arizona  85718


                                            /s/  James L. Hersma
                                                --------------------------------
                                                                 James L. Hersma

                                            4100 West 86th Street
                                            Tulsa, Oklahoma  74132


                                            GE Capital Equity Investments, Inc.


                                            By: /s/  David Gibbs
                                                --------------------------------
                                            Name:    David Gibbs
                                            Title:   Vice President

                                            120 Long Ridge Road
                                            Stanford, Connecticut  060267


<PAGE>

                                           Coleman Swenson Hoffman Booth IV L.P.

                                           By:      Its General Partner

                                           CSHB Ventures IV L.P.


                                           By: /s/  Larry H. Coleman
                                               ---------------------------------
                                           Name:  Larry H. Coleman
                                           Title:  General Partner

                                           237 Second Avenue South
                                           Franklin, Tennessee  37064-2649


                                           BAM Enterprises, LLC


                                           By: /s/  John F. Rooney
                                                --------------------------------
                                           Name:  John F. Rooney
                                           Title:    President

                                           6685 N. Las Leonas
                                           Tucson, Arizona 85718



                                           /s/  William H. Lomicka
                                           -------------------------------------
                                                William H. Lomicka

                                           7406 North Secret Canyon Drive
                                           Tucson, Arizona  85718



<PAGE>
                                           Webbmont Holdings, L.P.

                                           By: /s/  Robert W. Fisher
                                                --------------------------------
                                           Name:  Robert W. Fisher
                                           Title:   President of General Partner

                                           1355 Peachtree Street, Suite 1100
                                           Atlanta, Georgia  30309


                                           Investors Equity, Inc.


                                           By: /s/  Robert W. Fisher
                                                --------------------------------
                                           Name:  Robert W. Fisher
                                           Title:    President


                                           1355 Peachtree Street, Suite 1100
                                           Atlanta, Georgia  30309


                                      /s/  Robert W. Fisher, as Attorney in Fact
                                           -------------------------------------
                                           Virginia A. Fisher

                                           1355 Peachtree Street, Suite 1100
                                           Atlanta, Georgia 30309


                                      /s/  Robert W. Fisher, as Attorney in Fact
                                                --------------------------------
                                           Robert Neale Fisher

                                           1355 Peachtree Street, Suite 1100
                                           Atlanta, Georgia 30309






<PAGE>





                                                /s/  Robert J. Franz
                                                --------------------------------
                                                     Robert J. Franz



                                                /s/  Mary E. Franz
                                                --------------------------------
                                                     Mary E. Franz

                                                3841 South Vista Place
                                                Chandler, Arizona  85248



                                            Geneva Middle Market Investors, L.P.


                                            By: /s/  James Goodman
                                                --------------------------------
                                                Name:  James J. Goodman
                                                Title:   James J. Goodman

                                                70 Walnut Street
                                                Wellesley, Massachusetts  02181

<PAGE>


                                                                      SCHEDULE A

         Registration Rights Agreement, dated June 3, 1996, between Luxtec
Corporation, a Massachusetts corporation, and the Persons identified therein.


<PAGE>






                                                                      SCHEDULE B

         Registration Rights Agreement, dated June 3, 1996, between Luxtec
Corporation, a Massachusetts corporation, and the Persons identified therein.