<PAGE>

                                    [LOGO]

                                 EXHIBIT 10.46



                             PURCHASING AGREEMENT

                         Healthtrust Purchasing Group
                               Hospital Products



          SRI/Surgical Express, Sterile Recoveries, Inc.    (Vendor)
        -----------------------------------------------------


                    SURGICAL PRODUCTS & SERVICES (Products)


                         MAY 1, 2001  (Effective Date)
<PAGE>

                               Table of contents

<TABLE>
     <S>                                                                          <C>
      1.0  Definitions..........................................................   3
      2.0  Relationship; Purchases/Distribution; Term; Capital Investment Risk..   5
      3.0  GPO Fees, Rebates, Reporting, Prices.................................   6
      4.0  Electronic Data Interchange..........................................   8
      5.0  Price Warranty.......................................................   8
      6.0  State Sales Or Use Taxes.............................................   9
      7.0  Vendor Delivery Performance and Purchaser Service....................   9
      8.0  Product Shipment, Risk Of Loss, Freight Payment and Title............  10
      9.0  Warranties and Disclaimer of Liability...............................  11
     10.0  Inspection...........................................................  13
     11.0  Indemnity............................................................  13
     12.0  Confidentiality......................................................  14
     13.0  Publicity............................................................  15
     14.0  Insurance............................................................  15
     15.0  Order Cancellation...................................................  16
     16.0  Termination of Agreement or  of Sole / Dual Source Status............  16
     17.0  Books, Records and Compliance Requirements...........................  17
     18.0  Reports..............................................................  19
     19.0  Assignment...........................................................  20
     20.0  Merger Of Terms, Modification, and Conflict of Terms.................  20
     21.0  Partial Invalidity...................................................  20
     22.0  Purchase Order Terms.................................................  20
     23.0  Personal Inducements.................................................  21
     24.0  Vendor Relations Policy..............................................  21
     25.0  Controlling Law......................................................  21
     26.0  Legal Fees...........................................................  21
     27.0  Product Bar Coding...................................................  21
     28.0  Minority Businesses Enterprises......................................  21
     29.0  Notices..............................................................  22
</TABLE>
Exhibit A
Exhibit B
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                                    [LOGO]

                             PURCHASING AGREEMENT
                             --------------------

                         Healthtrust Purchasing Group
                         ----------------------------
                               Hospital Products
                               -----------------


This Purchasing Agreement (the "Agreement"), dated May 1, 2001, is entered into
by Healthtrust Purchasing Group, L.P., a Delaware Partnership, having its
principal place of business at One Park Plaza, Nashville, TN 37203 (hereinafter
referred to as "HPG"), and the following entity:

SRI/Surgical Express, Sterile Recoveries, Inc.,
Address:   12425 Race Track Road
           Tampa, Florida 33626

(hereinafter referred to as "Vendor"), for the primary purpose of establishing
the terms and conditions for members of HPG, to purchase certain products and
services from Vendor.

          WHEREAS, HPG is organized as a group purchasing organization with
various healthcare providers belonging to HPG as Participants (as is hereinafter
defined);

          WHEREAS, Participants have entered into agreements with HPG
("Participation Agreements") which permit Participants to obtain products and
services under purchasing agreements between HPG and its vendors, provided
Participants comply with the purchaser obligations stated in the supply
agreements and Participants' obligations under the Participation Agreements; and

          WHEREAS, Vendor desires to offer certain of its products and/or
services to Participants.

          NOW, THEREFORE, HPG and Vendor hereby agree that Vendor shall provide
its products and/or services to Participants in accordance with the following
terms and conditions set forth herein:

1.0       Definitions
          -----------

          1.1   "Affiliates" as applied to any particular entity, is defined as
                those entities, businesses, facilities, and enterprises, that
                are controlled by, controlling, or under common control with a
                stated entity, including, without limitation, all parent
                corporations and their respective subsidiaries and affiliates,
                joint ventures, partnerships, limited liability companies and
                partnerships, together with any and

                                 Page 3 of 25
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                all entities and businesses to which any of the above described
                entities provide management services or purchasing services.
                "Control" as used herein means control through ownership of more
                than a majority interest in an entity, or control by contract.

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

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

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

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

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

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

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

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

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

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

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

                                 Page 4 of 25
<PAGE>

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

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

     2.0  Relationship; Purchases / Distribution; Term; Capital Investment Risk
          ---------------------------------------------------------------------

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

          2.2   HPG and Vendor hereby agree that they are entering into this
                Agreement on an "Optional Source Award" basis unless otherwise
                designated in Exhibit B to this Agreement. SRI-Surgical Express
                shall be the primary vendor for the supply of sterile and non
                sterile reusable packs through its direct distribution network.

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

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

          2.5   Upon receipt of an order from Purchaser (regardless of form or
                media used), unless Product is designated in Exhibit A as
                available only through a distributor, Vendor agrees to sell and
                deliver to Purchaser, the Products and/or Services listed in the
                order at the prices set forth in Exhibit A (including any
                discounts or rebates stated in Exhibit A), subject to and in
                accordance with the terms and conditions stated in this
                Agreement and any exhibits hereto. No minimum quantity or dollar
                amount shall apply to any order unless expressly stated in
                Exhibit B to this

                                 Page 5 of 25
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                Agreement. If any Product is designated as available only
                through a distributor, then Vendor's shipments of Product shall
                be to the Distributor designated by HPG and the terms and
                conditions of this Agreement which apply to shipment from Vendor
                to Purchaser shall not be applicable; and the prices listed in
                Exhibit A shall be the prices Vendor charges the Distributor,
                with the ultimate price paid by Purchaser determined by HPG and
                the Distributor. Otherwise, with respect to purchases of
                Products through distributors, all other terms and conditions of
                this Agreement shall apply to each purchase transaction by a
                Purchaser. Vendor shall assume total responsibility for
                obtaining from distributors purchase information for each
                Purchaser so that Vendors accurately pay and report on GPO fees
                and rebates (if any).

          2.6   Subject to the termination provisions of Section 16, this
                Agreement shall have a Term commencing on the Effective Date and
                expiring on the Expiration Date specified in Exhibit B to this
                Agreement, with the obligation of Vendor to first make Products
                and/or Services available hereunder beginning as of the
                Commencement Date. Except as otherwise provided herein, the
                provisions of this Agreement, including prices, shall remain in
                effect for the duration of the Term. Prices for Products and/or
                Services may not be increased except pursuant to a written
                amendment to this Agreement, that has been signed by both
                parties.

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

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

     3.0  GPO Fees, Rebates, Reporting, Prices
          ------------------------------------

          3.1   In consideration for the administrative and other services HPG
                shall perform in connection with purchases of Products and
                Services under this Agreement by Purchasers , Vendor agrees to
                pay HPG GPO fees as provided in Exhibit B to this Agreement
                ("GPO Fees"). If a percentage is listed in Exhibit B for the GPO
                Fee, the percentage shall be applied against the net dollar
                volume of purchases of Products and Services by Purchasers
                during the applicable time period, (i.e., total sales less
                refunds and credits on returns, rebates and discounts). The
                payment of such GPO Fees is intended to be in compliance with
                the exception to the Medicare and Medicaid Anti-Kickback Statute
                set forth at 42 USC (S) 1320a-7b(b)(3)(C) and the "safe harbor"
                regulations set forth in 42 C.F.R. (S) 1001.952(j). The GPO Fees
                for purchases under this Agreement during each calendar quarter
                during the Term shall be paid to HPG within thirty (30) days
                from the end of the

                                 page 6 of 25
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                calendar quarter. Vendor shall provide electronic reports with
                each GPO Fee payment that accurately list purchases upon which
                GPO Fees are based by Purchaser for the applicable quarter.

          3.2   Vendor agrees to pay rebates based on purchases of Products
                and/or Services by Purchasers in the amounts stated in Exhibit A
                to this Agreement, if any is stated therein. Rebates shall be
                payable to HPG for payment by HPG to Participants/Purchasers and
                shall be based on purchases by Purchasers under this Agreement
                made during each calendar quarter during the Term within thirty
                (30) days from the end of the calendar quarter. The payment of
                rebates is intended to be in compliance with the exception to
                the Medicaid and Medicare Anti-Kickback Statute set for at 42
                USC (S) 1320a-7b(b)(3)(A) and the "Safe Harbor" regulations set
                forth in 42 CFR (S) 1001.952(h). Vendor shall provide electronic
                reports with each rebate payment that contain sufficient detail
                to permit HPG to accurately pay the appropriate amounts to each
                Participant/Purchaser.

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

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

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

                                 Page 7 of 25
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          3.6   GPO Fees and Rebates shall be sent to HPG as follows:

                         For wire payments:  Healthtrust Purchasing Group
                                             C/o Wachovia Bank
                                             ABA #053100494
                                             Account #8739009157
                                             P.O. Box 751576
                                             Charlotte, NC 28275-1576

                         For checks:         Healthtrust Purchasing Group
                                             Lockbox 751576
                                             Charlotte, NC 28262

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

     4.0  Electronic Data Interchange
          ---------------------------

          Order placement, order confirmation, change orders and invoices for
          Products and Services obtained pursuant to this Agreement shall be
          sent by use of Electronic Data Interchange ("EDI"), except where a
          Vendor or Purchaser does not have EDI capability or as otherwise
          authorized pursuant to Exhibit B. Vendor acknowledges that many
          Participants will transition from EDI ordering systems to internet
          based electronic market place systems for order placement and
          confirmation and agrees to implement the e-commerce system offered by
          "Medibuy.com" in accordance with terms mutually agreed to between
          Medibuy.com and Vendor. Vendor agrees to reasonably cooperate with HPG
          and Medibuy.com in facilitating efficient transactions between HPG
          Participants and Facilities, and if applicable, any distributor,
          through the Medibuy.com e-commerce system. Vendor acknowledges that
          there is a cost associated with access to and use of the
          Medibuy.com e-commerce system and that the Vendor will not have access
          to the e-commerce system unless it negotiates a user agreement,
          including its financial terms, with Medibuy.com.

     5.0  Price Warranty
          --------------

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

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

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<PAGE>

     5.3  Purchaser shall have the right to set-off against any amount it owes
          to Vendor, the amount of any claim Purchaser may have against Vendor
          as a result of Vendor's breach of its representations, warranties, and
          obligations contained in this Agreement or any other agreement between
          Vendor and Purchaser and/or Affiliates of Purchaser.

6.0  State Sales Or Use Taxes
     ------------------------

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

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

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

7.0  Vendor Delivery Performance and Purchaser Service
     -------------------------------------------------

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

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

                                 Page 9 of 25
<PAGE>

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

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

     7.4  If a competitive product must be purchased by Purchaser at a higher
          net cost, including freight, as a substitute for the Product not
          delivered by the Vendor within the required time period, Vendor shall
          reimburse Purchaser for the additional reasonable cost incurred.

     7.5  Vendor shall provide Purchaser Service support staff for receipt of
          telephone calls and facsimiles from Purchasers and HPG for the purpose
          of resolving issues related to this Agreement. Vendor's Purchaser
          Service representatives shall be available between 8:00 A.M. and 8:00
          P.M. Eastern time, Monday through Friday, except for holidays.

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

8.0  Product Shipment, Risk Of Loss, Freight Payment and Title
     ---------------------------------------------------------

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

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

                                 Page 10 of 25
<PAGE>

     8.3  Title and risk of loss or damage pass to Purchaser upon receipt of
          goods.

     8.4  No "Handling" or "Shipping and Handling" charges shall be added to the
          invoice or paid by Purchaser. Purchaser shall have no obligation to
          pay "Handling" and "Shipping and Handling charges".

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

9.0  Warranties and Disclaimer of Liability
     --------------------------------------

     9.1  Vendor warrants to HPG and Purchasers that at the time of sale the
          Products:

          9.1.1   are new and not used, remanufactured or reconditioned (unless
                  specified in the order); unless they are provided as reusable
                  Products to be returned to Vendor for reprocessing after use,
                  e.g., (gowns, basins).

          9.1.2   are fit and sufficient for the purposes intended;

          9.1.3   are merchantable, of good quality and free from defects,
                  whether patent or latent, in design, materials or workmanship;

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

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

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

          9.1.7   are listed with Underwriters Laboratory or a nationally
                  recognized testing laboratory as suitable for use in a
                  healthcare facility, if such listing is available for
                  Products;


     9.2  Vendor further warrants to HPG and Purchasers that it has good title
          to the Products supplied and that the Products are free and clear from
          all liens and encumbrances.

                                 Page 11 of 25
<PAGE>

     9.3  Vendor represents that it has investigated the design and
          specifications for all Products, including any design and
          specifications furnished by HPG or any Purchaser, to determine if any
          of the Products infringe the patent, trademark or copyrights of any
          third party, and has determined that, and hereby expressly warrants
          that the Products and the use thereof by Purchaser in the manner
          intended by Vendor do not infringe the patent, trademark or copyrights
          of any third party. To the extent Purchaser's purchase and/or use of
          any Products infringes any intellectual property rights owned by
          Vendor or any Affiliates of Vendor, provided Purchaser has paid the
          purchase price for Products, Vendor hereby expressly grants Purchaser
          a non-exclusive license under such intellectual property rights to use
          the Products.

     9.4  If Vendor is required to provide any Services under this Agreement,
          Vendor expressly warrants to HPG and Purchasers that such Services
          shall be performed timely, in a workman-like manner, consistent with
          industry standards; in compliance with applicable federal, state and
          local laws and regulations; and otherwise in conformance with any
          standards provided in an exhibit to this Agreement.

     9.5  The express warranties provided in this Agreement, together with any
          additional warranties of Vendor, shall run to Purchaser, its
          successors and permitted assigns and shall survive termination of this
          Agreement.

     9.6  In the event any Product is to be recalled, whether voluntarily or as
          required by a governmental entity, Vendor shall assume all
          responsibility and costs for implementing such recall. Vendor shall
          manage the recall in accordance with applicable laws, regulations and
          government directives, and assume responsibility for communicating
          necessary details on the recall to all Purchasers. Vendor shall pay
          all freight costs incurred for the return of recalled Products and
          shall credit or reimburse each Purchaser for Purchaser's original
          costs, including freight, in acquiring Product.

     9.7  Vendor represents that it has and maintains a Disaster Recovery Plan
          to ensure delivery of Product in the event of a natural disaster at
          its primary manufacturing and distribution locations, and agrees to
          review such plan with HPG upon request.

     9.8  Except as otherwise expressly provided herein, neither party shall be
          liable to the other party for the other party's special,
          consequential, incidental or indirect damages, however caused, on any
          theory of liability, and whether or not they have been advised of the
          possibility of such damages.

10.0  Inspection
      ----------

      All Products shall be subject to inspection and approval upon receipt by
      Purchaser. Any Products which do not comply with Purchaser's purchase
      order or which are defective, whether discovered at time of receipt or at
      a later time, may be rejected by Purchaser irrespective of date of payment
      therefor. Purchaser may hold any Product rejected for

                                 Page 12 of 25
<PAGE>

      reasons described hereunder pending Vendor's instructions, or Purchaser,
      at Purchaser's option, may return them to Vendor at Vendor's expense,
      F.O.B. Origin, Freight Collect.

11.0  Indemnity
      ---------

      11.1  Vendor agrees to and does hereby defend, indemnify and hold harmless
            HPG and each Purchaser, their Affiliates, successors, assigns,
            directors, officers, agents and employees ("HPG Indemnitees") from
            and against any and all liabilities, demands, losses, damages,
            costs, expenses, fines, amounts paid in settlements or judgments,
            including without limitation, costs, reasonable attorneys' fees,
            witnesses' fees, investigation expenses, cost of management time,
            any and all out-of-pocket expenses, consequential damages, and all
            other expenses and costs incident thereto (collectively referred to
            as "Damages") resulting from: (i) any claim, lawsuit, investigation,
            proceeding, regulatory action, or other cause of action, that may be
            suffered by reason of any loss, damage, death, injury, and/or other
            reason arising out of or in connection with Products furnished or
            Services performed by Vendor pursuant to this Agreement ("Injury"),
            unless the Injury was caused solely by reason of Purchaser's
            negligence; (ii) the breach or alleged breach by Vendor of the
            warranties or representations contained in this Agreement or in
            materials furnished by Vendor, or (iii) any infringement or alleged
            infringement of any patent, trademark, copyright or trade secret
            right resulting from the purchase of Products and/or Purchasers' use
            thereof, as well as from receipt of any Services provided hereunder.
            If the Injury is caused by the negligence of both Vendor and any of
            the HPG Indemnities, the apportionment of said Damages shall be
            shared between Vendor and such HPG Indemnities based upon the
            comparative degree of each party's negligence and each party shall
            be responsible for its own defense and its own costs including but
            not limited to the cost of defense, attorneys' fees and witnesses'
            fees and expenses incident thereto.

      11.2  In the event that any demand or claim is made or suit is commenced
            against HPG Indemnitees for which Vendor has an indemnity obligation
            under Paragraph 11.1 above, written notice of such shall be provided
            to Vendor, and such HPG Indemnitees shall cooperate with Vendor in
            the defense of the demand, claim or suit to whatever reasonable
            extent Vendor requires, and Vendor shall have the right to
            compromise such claim to the extent of its own interest and shall
            undertake the defense of any such suit. Notwithstanding, if Vendor
            fails to assume its obligation to defend, HPG Indemnitees may do so
            to protect their interest and seek reimbursement from Vendor. Vendor
            consents to venue in and jurisdiction of any court in which a
            lawsuit is filed against HPG, Purchaser, HPG Indemnitees, or any of
            their Affiliates asserting one or more claims from and against which
            Vendor is obligated to defend, hold harmless or indemnify HPG,
            Purchaser, HPG Indemnitees, or any of their Affiliates.

12.0  Confidentiality
      ---------------

      12.1  During the term of this Agreement and surviving its expiration or
            termination, Vendor will regard and preserve as confidential all
            information related to the

                                 Page 13 of 25
<PAGE>

            business of HPG, Purchaser and its Affiliates, clients and patients
            that may be obtained as the result of performance under this
            Agreement. Vendor will not, without first obtaining HPG's prior
            written consent, disclose to any person, firm or enterprise or use
            for its benefit any information relating to Product prices, pricing
            methods, processes, financial data, lists, apparatus, statistics,
            programs, research, development or related information of HPG,
            Purchaser, or their Affiliates concerning their past, present or
            future business activities or plans, and results or terms of the
            sale of Products or provision of Services by Vendor under this
            Agreement. This confidentiality obligation does not apply to: (a)
            information that is publicly known prior to the disclosure or
            becomes publicly known through no wrongful act of the Vendor; (b)
            information that was in lawful possession of the Vendor prior to the
            disclosure and was not received as a result of any breach of
            confidentiality with respect to HPG, Purchaser or their Affiliates;
            (c) information that was independently developed by Vendor outside
            the scope of this Agreement, or (d) information which Vendor is
            required to disclose pursuant to court order or regulatory agency
            request. In the event of a request for disclosure falling under part
            (d) above, immediate notice of such request shall be provided to HPG
            and the Purchaser in order to provide an opportunity to oppose such
            request for disclosure.

      12.2  HPG shall have the right to use Vendor pricing information on
            Products and Services for HPG's internal analyses and for creating
            pricing evaluations for disclosure to potential Participants
            pursuant to a confidentiality agreement. HPG shall also have the
            right to disclose such information to third parties under a
            confidentiality agreement for performance of such analysis. HPG
            shall have the right to disclose the terms of this Agreement to
            Participants and to also provide copies of this Agreement to
            potential purchasers of any Purchaser being offered for sale by a
            Participant, provided such disclosure is made pursuant to the terms
            of a confidentiality agreement executed by the potential purchaser.
            HPG shall have the right to provide Product and Service pricing
            information to third party e-commerce companies which process orders
            between Purchaser and Vendor.

      12.3  HIPAA Requirements. Vendor agrees to comply with the applicable
            ------------------
            provisions of the Administrative Simplification section of the
            Health Insurance Portability and Accountability Act of 1996, as
            codified at 42 U.S.C. (S) 1320d through d-8 ("HIPAA"), and the
            requirements of any regulations promulgated thereunder including
            without limitation the federal privacy regulations as contained in
            45 CFR Part 164 (the "Federal Privacy Regulations") and the federal
            security standards as contained in 45 CFR Part 142 (the "Federal
            Security Regulations"). Vendor agrees not to use or further disclose
            any protected health information, as defined in 45 CFR 164.504, or
            individually identifiable health information, as defined in 42
            U.S.C. (S) 1320d (collectively, the "Protected Health Information"),
            concerning a patient other than as permitted by this Agreement and
            the requirements of HIPAA or regulations promulgated under HIPAA,
            including without limitation the Federal Privacy Regulations and the
            Federal Security Regulations. Vendor will implement appropriate
            safeguards to prevent the use or disclosure of a patient's Protected
            Health Information other than as provided for by this Agreement.
            Vendor will promptly report to "HPG and/or Purchaser" any

                                Page 14 of 25
<PAGE>

            use or disclosure of a patient's Protected Health Information not
            provided for by this Agreement or in violation of HIPAA, the Federal
            Privacy Regulations, or the Federal Security Regulations of which
            Vendor becomes aware. In the event Vendor, with "HPG and/or
            Purchaser's approval, contracts with any Vendors or agents to whom
            Vendor provides a patient's Protected Health Information received
            from Vendor, Vendor shall include provisions in such agreements
            whereby the Vendor and agent agree to the same restrictions and
            conditions that apply to Vendor with respect to such patient's
            Protected Health Information. Vendor will make its internal
            practices, books, and records relating to the use and disclosure of
            a patient's Protected Health Information available to the Secretary
            of Health and Human Services to the extent required for determining
            compliance with the Federal Privacy Regulations and the Federal
            Security Regulations. Notwithstanding the foregoing, no attorney-
            client, accountant-client, or other legal privilege shall be deemed
            waived by Vendor or "HPG and/or Purchaser" by virtue of this
            Section.

13.0  Publicity
      ---------

      Vendor agrees not to advertise, publicly disclose, or otherwise publicly
      discuss this Agreement, the terms herein, and its business relationship
      with HPG, Purchasers, and their Affiliates, except as is required to
      perform under this Agreement. Any public announcement of the existence of
      this Agreement or the relationship created hereby, must be first approved
      by HPG in writing. The text of any proposed announcements shall be
      submitted in writing to: Vice-President, National Agreements, Healthtrust
      Purchasing Group, One Park Plaza, Nashville, TN 37203. Approval cannot be
      unreasonably withheld before public release of the disclosure submitted
      for approval. Any violation of this provision shall be considered a
      material breach of this Agreement, conferring on HPG the right to
      terminate this Agreement immediately without any right of Vendor to cure
      such breach.

14.0  Insurance
      ---------

      During the term of this Agreement, Vendor shall maintain at its own
      expense, commercial general liability insurance for bodily injury, death
      and property loss and damage (including coverages for product liability,
      completed operations, contractual liability and personal injury liability)
      covering Vendor for claims, lawsuits or damages arising out of its
      performance under this Agreement, and any negligent or otherwise wrongful
      acts or omissions by Vendor or any employee or agent of Vendor, with HPG
      and Purchasers listed as additional insureds. All such policies of
      insurance may be provided on either an occurrence or claims-made basis,
      and shall provide limits of liability in the minimum amount of one million
      dollars ($1,000,000) per occurrence with an annual aggregate of three
      million dollars ($3,000,000). If such coverage is provided on a claims
      made basis, such insurance shall continue throughout the term of the
      Agreement; and upon the termination of this Agreement, or the expiration
      or cancellation of the insurance, Vendor shall purchase or arrange for the
      purchase or arrange for the purchase of, either an unlimited reporting
      endorsement ("Tail" Coverage), or "Prior Acts" coverage from the
      subsequent insurer, with a retroactive date on or prior to the effective

                                 Page 15 of 25
<PAGE>

      date of this Agreement. Upon HPG's request, Vendor, or Vendor's agent,
      shall provide HPG with a copy of all such policies and/or certificates of
      insurance satisfactory to HPG, evidencing the existence of all coverage
      required hereunder. Vendor shall require its insurance carriers or agents
      to provide HPG, and Vendor shall also provide HPG with not less than
      thirty (30) days' prior written notice in the event of a change in the
      liability policies of Vendor.

15.0  Order Cancellation
      -------------------

      Purchaser may cancel any order arising out of this Agreement in whole or
      in part, without liability if, (i) Products have not been shipped as of
      date of receipt of notice of cancellation, (ii) Product deliveries are not
      made at the time and in the quantities specified; (iii) Products infringe
      or are alleged to infringe any patent, trademark, copyright or trade
      secret right or (iv) Products fail to comply with any applicable law or
      regulation. To cancel, Purchaser shall give notice to the Vendor in
      writing, and to the extent specified therein, Vendor shall immediately
      terminate deliveries under the order.

16.0  Termination of Agreement or of Sole / Dual Source Status
      --------------------------------------------------------

      16.1  Termination with Cause. Vendor and HPG shall both have the right to
            ----------------------
            terminate this Agreement in its entirety in the event of a breach of
            the terms hereof by the other party which is not cured within thirty
            (30) calendar days following receipt of written notice thereof
            specifying the breach.

      16.2  Termination without cause. Vendor and HPG shall both have the right
            -------------------------
            to terminate this Agreement in its entirety without cause by
            providing at least sixty (60) days' prior notice, without any
            liability to the other party for such termination.

      16.3  Remedies. Any termination by either party, whether for default or
            --------
            otherwise, shall be without prejudice to any claims for damages or
            other rights against the other party that preceded termination.

      16.4  Change of Control.  HPG shall also have the right to terminate this
            ------------------
            Agreement upon thirty (30) days' prior notice upon the transfer,
            directly or indirectly, by sale, merger or otherwise, of
            substantially all of the assets of Vendor or its ultimate parent or
            any permitted assignee (upon assignment to such assignee) or in the
            event that more than 49% Vendor ownership interest in or its
            ultimate parent or any such permitted assignee is transferred to an
            independent third party entity unless new entity agrees to honor all
            obligations.

      16.5  Inventory of Termination.  With respect to any Products that are
            -------------------------
            available through a third party distributor, upon termination or
            expiration of this Agreement, Vendor agrees that it will purchase
            from the distributor the Products remaining in distributor's
            inventory thirty (30) days following termination or expiration. Such
            remaining product shall be shipped back to Vendor freight collect,
            FOB origin.

                                 Page 16 of 25
<PAGE>

     16.6 Termination of Sole / Dual Source Status. Upon fifteen (15) calendar
          ----------------------------------------
          day notice, HPG shall have the right to convert any Sole or Dual
          Source Product designation in this Agreement to a "Optional Source"
          designation, with no change in pricing from the Sole or Dual Source
          pricing, if Vendor fails to maintain at least a 95% fill rate for all
          Products for all Purchasers. "Fill rate" as used herein shall be
          described as the average of the individual fill rates for all Dual and
          Sole Source Products ordered during any calendar month. The fill rate
          for any individual Product is the ratio of total units ordered for
          such Product divided into the total unit delivered within the delivery
          schedule requirements of Section 7 of this Agreement.

     16.7 Survival of Terms. Any terms in this Agreement which by their nature
          -----------------
          must survive after the Term of this Agreement to give their intended
          effect shall be deemed to survive termination of this Agreement.

17.0 Books, Records and Compliance Requirements
     ------------------------------------------

     17.1 To the extent the requirements of 42 CFR 420.300 et seq. are
          applicable to the transactions contemplated by this Agreement, Vendor
          agrees to make available to the Secretary of Health and Human Services
          ("HHS"), the Comptroller General of the General Accounting Office
          ("GAO") and their authorized representatives, all contracts, books,
          documents and records relating to the nature and extent of costs
          hereunder until the expiration of four (4) years after Products and
          Services are furnished under this Agreement.

     17.2 If Vendor carries out its obligations under this Agreement through a
          subcontract worth $10,000 or more over a twelve month period with a
          "related" organization, the subcontract will also contain clauses
          substantially identical to Paragraphs 17.1 through 17.8 and will
          permit access by HPG, the HHS, GAO and their representatives to the
          "related" organization's books and records.

     17.3 Vendor agrees to comply at all times with the regulations issued by
          the Department of Health and Human Services published at 42 CFR 1001,
          and which relate to Vendor's obligation to report and disclose
          discounts, rebates and other price reductions to HPG and Purchasers
          for Products and/or Services purchased under this Agreement. Where a
          discount or other reduction in price of the Products is applicable,
          the parties also intend to comply with the requirements of 42 U.S.C.
          (S)1320a-7b(b)(3)(A) and the "safe harbor" regulations regarding
          discounts or other reductions in price set forth at 42 C.F.R.
          (S)1001.952(h). In this regard, the parties acknowledge that Vendor
          will satisfy any and all requirements imposed on sellers by these
          regulations and Purchaser will satisfy any and all applicable
          requirements imposed on buyers by these regulations. Thus, in cases
          where the Vendor forwards to Purchaser an invoice that does not
          reflect the net cost of Products and/or Services to the Purchaser, the
          Vendor shall include the following language or comparable language on
          such invoice:

                                 Page 17 of 25
<PAGE>

               "This invoice does not reflect the net cost of supplies to
               Purchaser. Additional discounts or other reductions in price may
               be paid by Vendor and may be reportable under federal regulations
               at 42 C.F.R. (S)1001.952(h)."

          In cases where the Vendor forwards to Purchaser an invoice that does
          reflect a net cost of Products and/or Services after a discount to the
          Purchaser, the Vendor shall include the following language or
          comparable language on such invoice:

               "This invoice reflects the net price of supplies to Purchaser.
               This price is net after a `discount or other reduction in price'
               and the net price as well as any discount may be reportable under
               federal regulations at 42 C.F.R. (S)1001.952(h)."

          In cases where Vendor sends Purchaser an invoice listing charges that
          include a capital cost component (e.g., equipment that must be either
          capitalized or reported as lease expense) and a operating cost
          component (e.g., services and/or supplies), Vendor shall issue
          separate invoices to Purchaser for each component. The price for all
          capital component items must be reported on the invoice at the net
          price, with no discount or rebate to be received separately or at a
          later point in time.

     17.4 HPG is not a federal government contractor; however some of the
          Purchasers that will purchase from Vendor under this Agreement may be
          federal government contractors or subcontractors. Vendor acknowledges
          that purchase orders by any such entities incorporate the contract
          clauses regarding equal employment opportunity and affirmative action
          contained in 41 CFR 60-1.4 (Executive Order 11246), 41 CFR 60-250.4
          (Vietnam Era Veterans Readjustment and Assistance Act), and 41 CFR 60-
          741.5 (Rehabilitation Act).

     17.5 HPG shall have the right, during normal business hours and with
          reasonable advance notice, to review and photocopy Vendor's books,
          documents and records (whether in hard copy, electronic or other form)
          that pertain directly to the accounts of HPG, Participants,
          Purchasers, and their Affiliates, the fees payable to Vendor under
          this Agreement, the GPO Fees and rebates payable by Vendor for the
          Products and Services provided by Vendor hereunder. The audit may be
          conducted by HPG employees or by an external auditing firm selected by
          HPG. The cost of audit, including the cost of the auditors and
          reasonable cost of copies of books, documents, and records shall be
          paid by HPG. HPG shall have no obligation to pay any other costs
          incurred by Vendor, or its employees and agents in cooperating with
          HPG in such audit.

     17.6 Vendor represents and warrants to HPG, Purchasers and their Affiliates
          that Vendor and its directors, officers, and employees (i) are not
          currently excluded, debarred, or otherwise ineligible to participate
          in the Federal health care programs as defined in 42 USC (S) 1320a-
          7b(f) (the "Federal healthcare programs"); (ii) have not been
          convicted of a criminal offense related to the provision of healthcare
          items or services but have not yet been excluded, debarred, or
          otherwise declared ineligible to participate in the Federal healthcare
          programs, and (iii) are not under investigation or otherwise aware or
          any circumstances which may result in Vendor

                                 Page 18 of 25
<PAGE>

          being excluded from participation in the Federal healthcare programs.
          This shall be an ongoing representation and warranty during the term
          of this Agreement and Vendor shall immediately notify HPG of any
          change in the status of the representations and warranty set forth in
          this section. Any breach of this section shall give HPG the right to
          terminate this Agreement immediately for cause.

     17.7 Vendor represent and warrants that it has not made, is not obligated
          to make, and will not make any payment or provide any remuneration to
          any third party in return for HPG entering into this Agreement or for
          any business transacted under this Agreement.

     17.8 HPG's rights under this Section 17 shall survive for a period of four
          (4) years after termination or expiration of this Agreement.

18.0 Reports
     -------

     Vendor shall be required to furnish to HPG quarterly sales volume reports,
     including rebate amounts and GPO Fees earned (excluding payments),
     concerning the purchases of Products and Services by each Purchaser at the
     following address:

          Vice-President, National Agreements
          Healthtrust Purchasing Group, LP
          One Park Plaza
          Nashville, TN  37203
19.0 Assignment
     ----------

     Neither party shall assign this Agreement in whole or in part, or
     subcontract their obligations hereunder, without the prior written consent
     of the other party. Any assignment or subcontract without such prior
     consent shall be void and have no effect.  Notwithstanding, HPG may assign
     without obtaining consent from Vendor, HPG's rights and obligations under
     this Agreement, (a) to any entity which is an Affiliate of HPG, and (b) to
     a successor entity of HPG as part of an internal reorganization of HPG
     which results in HPG being organized in a different legal entity or
     corporate form, whether through conversion or merger. Subject to the
     foregoing, all terms, conditions, covenants and Agreements contained herein
     shall inure to the benefit of, and be binding upon, any successor and any
     permitted assignees of the respective parties hereto. It is further
     understood and agreed that consent by either party to such assignment in
     one instance shall not constitute consent by the party to any other
     assignment.

20.0 Merger of Terms, Modification, and Conflict of Terms
     ----------------------------------------------------

     This Agreement terminates and supersedes any existing agreement between HPG
     and Vendor pertaining to the same Products and/or Services. This Agreement,
     as executed and approved, shall not be modified except by written
     amendment, expressly stating an intent to modify the terms of this
     Agreement, and signed by the parties hereto. In the event of any conflict
     between the terms herein and the terms of any Exhibit hereto, the

                                 Page 19 of 25
<PAGE>

     priority for control, from first to last priority, shall be Exhibit B,
     Exhibit A, and then the terms herein.

21.0 Partial Invalidity
     ------------------

     In the event that any provision of this Agreement should for any reason be
     held invalid, unenforceable or contrary to public policy, the remainder of
     the Agreement shall remain in full force and effect notwithstanding.

22.0 Purchase Order Terms
     --------------------

     The terms of any purchase order issued by a Purchaser shall not apply to
     purchases of Products and Services hereunder, except as necessary to
     designate specific Products and Services, quantities, delivery dates, and
     other similar terms that may vary from order to order; and the terms of
     this Agreement, to the extent applicable, shall be deemed incorporated in
     such purchase orders. The terms and conditions contained in any invoice,
     bill of lading, or other documents supplied by Vendor are expressly
     rejected and superseded by this Agreement and shall not be included in any
     contract with Purchaser.

23.0 Personal Inducements
     --------------------

     No personal cash, merchandise, equipment or other items of intrinsic value
     shall be offered by or on behalf of Vendor to HPG or Purchasers and/or
     their employees, officers, or directors as an inducement to purchase from
     Vendor.

24.0 Vendor Relations Policy.  Vendor acknowledges that HPG has a Vendor
     ------------------------
     Relations Policy relating to ethics and compliance issues between suppliers
     and HPG, and that it has received a copy of this policy. The Vendor
     Relations Policy is also available through the internet at:
     http://www.hcahealthcare.com/Ethics/Policies/mm/mm.002.doc.
     ----------------------------------------------------------

25.0 Controlling Law
     ---------------

     The performance of the parties under this Agreement shall be controlled and
     governed by the laws of the State of Tennessee, excluding conflicts of law
     provisions, and jurisdiction and venue for any dispute between Vendor and
     HPG concerning this Agreement shall exclusively rest within the State and
     Federal Courts of Davidson County, Tennessee.

26.0 Legal Fees
     ----------

     In the event of any litigation between Vendor and Purchaser or HPG that
     relates to this Agreement, the prevailing party shall recover its costs,
     expenses and legal fees (including reasonable attorneys' fees).

27.0 Product Bar Coding
     ------------------

INTENTIONALLY OMITTED.
28.0 Minority Businesses Enterprises
     -------------------------------

                                 Page 20 of 25
<PAGE>

     28.1 HPG and Vendor hereby acknowledge their respective corporate policies
          and practices to encourage the participation of Minority Business
          Enterprises ("MBE's") in their procurement processes and their desire
          to work together to encourage their use of MBE's in fulfillment of the
          obligations under this Agreement. As used in this Agreement, "MBE's
          shall be defined to include any company certified as a minority owned
          business by the National Minority Supplier Development Council or any
          local affiliates thereof, or any Federal, National, State, Municipal,
          or Local agencies that certify minority businesses in accordance with
          PL. 95-507.

     28.2 Vendor recognizes and acknowledges that in conjunction with HPG's
          efforts to involve MBE's in its contracting process that HPG may enter
          into purchasing agreements with MBE's which will enable HPG
          Participants and their Facilities to purchase supplies and/or
          equipment equivalent to those listed as Products under this Agreement.
          In such event, notwithstanding any other terms of this Agreement to
          the contrary, the parties agree that if HPG enters into any such
          agreement(s) with any MBE's that such will not be deemed to be a
          breach of this Agreement by HPG, nor will any purchases by HPG
          Participant or their Facility from MBE's be deemed to be a breach of
          this Agreement.

     28.3 Vendor shall, on a quarterly basis, identify and report in writing to
          HPG, all MBE activities in which it participates, specifically
          identifying such activities and purchases relating to Products and
          Services obtained under this Agreement. Vendor shall identify in such
          reports any first and second tier MBE's it or its subcontractors have
          used during the reporting period. The MBE reports shall otherwise
          comply with format and content mutually agreed to by both parties. The
          MBE contact for Vendor shall be the person listed in Exhibit B. The
          MBE contact for HPG shall be:

               Director of Diversity Programs
               c/o Triad Hospitals, Inc.
               13455 Noel Road
               Dallas, TX  75240

29.0 Notices
     -------

     Notices under this Agreement shall all be in writing, effective upon
     receipt and shall be sent by any of the following methods (a) facsimile
     with return facsimile acknowledging receipt; (b) United States Postal
     Service certified or registered mail with return receipt showing receipt;
     or (c) courier delivery service with proof of delivery; or (d) personal
     delivery. Either party hereunder may change the names and addresses for
     receipt of notices by notice given as provided for herein. Notices to
     Vendor shall be sent to the person and address listed in Exhibit B. Unless
     stated otherwise in this Agreement, notices to HPG shall be sent as
     follows:

                                 Page 21 of 25
<PAGE>

          Vice President, National Agreements
          Healthtrust Purchasing Group, LP
          One Park Plaza
          Nashville, TN  37203



     IN WITNESS WHEREOF, the parties hereby indicate their acceptance of the
terms of this Agreement by the signatures of their authorized representatives.

Healthtrust Purchasing Group, LP:                     SRI/Surgical Express
a Delaware limited partnership
by CMS GP, LLC
a Delaware limited liability company
its general partner

<TABLE>
<S>                                                   <C>
By: /s/ Beverly Sanborn                               By: /s/  Alex H. Edwards III
    --------------------------------------               -------------------------------------------

Title: Vice President, National Agreements            Title:  Sr. Vice President, Sales & Marketing
                                                              --------------------------------------

Date: 4/23/01                                         Date: 3/26/01
      ------------------------------------                  ----------------------------------------
</TABLE>

                                          Vendor Federal Tax ID No.: 59-3252632
                                                                    -----------


                                   Exhibits
                                   --------

A:    Products & Services with Prices

B:    Specific Purchasing Terms

                                 Page 22 of 25
<PAGE>

                                                                       Exhibit A
                         Healthtrust Purchasing Group
                             Purchasing Agreement
                                 No. _________
            Vendor:  SRI/Surgical Express, Sterile Recoveries, Inc.
                          Date______________________

Additional Terms and description of Services

1.   SERVICES: Vendor will deliver, pick up, decontaminate, package, sterilize
     and return to Purchaser the reusable surgical apparel, linens, and
     specialty items ("Products") identified on the attached Product/Pricing
     sheet.

2.   PURCHASER'S RESPONSIBILITIES:  Purchaser shall place soiled reusable
     Products in receptacles that are to be returned to Vendor and Purchaser
     shall give its best efforts not to place any in such receptacles. In the
     event Purchaser places Purchaser-owned items into Vendor's approved
     receptacles, Vendor shall decontaminate those items and return them to
     Purchaser.  Vendor and Purchaser will work together to prevent or minimize
     such occurrences.

3.   DELIVERY SCHEDULE:  Vendor shall maintain a regular delivery and pick up
     schedule as agreed to by the Purchaser. Such delivery and pick up
     obligations will be relieved during any period during which Vendor's
     employees do not have access to Purchaser's or Vendor's facilities by
     reason of war, flood, storm, military action, nuclear hazard, energy
     shortage, utility failure, government action or regulation, fire, riot, act
     of God, or any other reason not within Vendor's reasonable control. The
     Purchaser is authorized to stock one additional day of inventory above
     normal on hand quantities on all such items deemed by the Purchaser to be
     critical and necessary.

4.   TITLE TO PRODUCT:  All reusable Products supplied to Purchaser shall remain
     the property of Vendor and are supplied for the exclusive use of Purchaser.

5.   PRODUCT DAMAGE OR LOSS:  Vendor will bear all costs of loss, damage and
     repairs to Products. Vendor will review with Purchaser any Product returns
     which are deemed by Vendor to be damaged beyond repair (normal wear
     excepted) and Purchaser shall, within thirty (30) days, provide
     Vendor/Surgical Express inservice time to re-inservice Purchaser's staff on
     proper care and handling.

6.   PRICING TERMS AND CONDITIONS:  Service will be provided, and Purchaser
     shall pay for such Service, at the prices set forth in Exhibit A. If
     Purchaser is an existing customer of Vendor and receiving better pricing
     for any products listed in Exhibit A, then Vendor will continue to provide
     Purchaser with the better pricing until existing Service Agreement expires.
     All Product inventory must be returned to Vendor within four (4) weeks or
     one week for instrumentation of the delivery date. No credit will be issued
     for unused inventory.  All inventory not returned within four (4) weeks
     will be subject to a monthly rental charge equal to the individual rental
     prices set forth in Exhibit A. A packing slip shall accompany each Product
     delivery and Purchaser will be invoiced weekly for the prior week's
     shipment/service. Purchaser agrees to notify Vendor of any problem invoices
     at the earliest possible date. All charges are exclusive of applicable
     federal, state, or local taxes, unless Purchaser supplies an exemption or
     direct payment certificate. Purchaser shall pay, or reimburse Vendor for
     paying, any such taxes, and Vendor may add such taxes to its invoices.

                                    Initial
                                                                      HPG_______
                                                                   Vendor_______

                                 Page 23 of 25
<PAGE>

                                                                       Exhibit B

                         Healthtrust Purchasing Group
                             Purchasing Agreement
                                 No. _________
            Vendor:  SRI/Surgical Express, Sterile Recoveries, Inc.
                          Date______________________

                           Specific Purchasing Terms

Award Basis:
-----------
                                                  Applicable Products / Services
               Optional Source Award              All Services
                                                  ------------
                  Exclusive/Primary Reusable packs and gowns

Term:                    Commencement Date: May 1, 2001
----

                         Expiration Date: April 30, 2004

Prior Agreement:   The (N/A) agreement with Vendor is superceded by this
---------------    Agreement.


GPO Fees:                ____3%________________________________________
---------

Ordering Process:        [_]Internet     [_]EDI          [_]Purchase Order
----------------         [_]Verbal       [_]Facsimile    [_]Other


Payment Terms:    Net due fifteen (15) days from receipt of invoice
-------------

Delivery Time:    Seven (7) calendar days from receipt of order
-------------

Delivery Terms:
--------------

Origin:           [X] Vendor (direct)    [_][_] Distributor
                                           Purchaser's agreement with the
                                           distributor shall control.

                  [_][_]Both of the above apply.

Freight / Shipping Charges:
--------------------------

          [_][_]  Freight/shipping charges are not included in the Product price
                and shall be "prepaid" by Vendor and added to the invoice as a
                separate line item that is identified as either a "freight" or
                "shipping" charge. The freight/shipping charge shall not include
                any additional amounts for shipping for which Vendor is
                responsible pursuant to paragraphs 7.2 and 7.3 of the Agreement.

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<PAGE>

     [X]    Freight/shipping costs are included in the Product price, subject to
            Purchaser's obligations for additional freight/shipping charges as
            stated in paragraph 7.2 of the Agreement.

     [_][_] Freight collect via carrier designated by Purchaser or HPG.


Training, Repair, Safety:
------------------------

Operator Training provided to each Purchaser by Vendor: __Inservice available
throughout term of agreement_____________________________

Preventative maintenance and repair instruction to be supplied to each Purchaser
by Vendor: ___N/A____________________________

Repair and replacement parts lists, ordering instructions, and alternative
sources of parts to be supplied to each Purchaser by Vendor: _All instructions
included during inservicing an attached service
agreement.______________________________

Vendor shall provide each Purchaser Material Safety Data Sheets (MSDS) for all
material/chemical Product purchases in compliance with OSHA standards and those
of any other applicable federal, state or local law or regulation.______________

Vendor Contacts for Notices:
---------------------------

     Vendor's MBE Contact:    Michael Lufkin
                              Vice President of Sales, Business Development
                              SRI/Surgical Express, Sterile Recoveries, Inc.
                              28100 US Hwy 19 North, Suite 201
Clearwater, FL  33761

     Vendor's contact for notices under the Agreement:
                              Michael Lufkin
                              Vice President of Sales, Business Development
                              SRI/Surgical Express, Sterile Recoveries, Inc.
                              28100 US Hwy 19 North, Suite 201
                              Clearwater, FL  33761

     Vendor's contact for receiving updated lists of Participants:
                              Michael Lufkin
                              Vice President of Sales, Business Development
                              SRI/Surgical Express, Sterile Recoveries, Inc.
                              28100 US Hwy 19 North, Suite 201
                              Clearwater, FL  33761

                                                                Initial:
                                                                HPG__________
                                                                Vendor__________

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