##### 



EXHIBIT
2.1
 AGREEMENT AND PLAN OF MERGER
 among
 I-FLOW CORPORATION,
 ALASKA ACQUISITION SUBSIDIARY, INC.,
 ACRYMED INCORPORATED
 and
 BRUCE L. GIBBINS,
JACK D. MCMAKEN,
JOHN A. CALHOUN, AND
JAMES P. FEE, JR.,
as the Approving Holders,
 and
 JOHN A. CALHOUN,
as the Stockholder Representative
 Dated as of February 2, 2008




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##### 



TABLE OF CONTENTS
 PageARTICLE I DEFINITIONS
    
    
    1Section 1.1 Certain Defined Terms
    
    
    1Section 1.2 Table of Definitions
    
    
    6ARTICLE II THE MERGER
    
    
    8Section 2.1 The Merger
    
    
    8Section 2.2 Closing; Effective Time
    
    
    8Section 2.3 Effects of the Merger
    
    
    9Section 2.4 Articles of Incorporation and Bylaws
    
    
    9Section 2.5 Directors; Officers
    
    
    9Section 2.6 Subsequent Actions
    
    
    9Section 2.7 Conversion of Stock
    
    
    10Section 2.8 Dissenting Shares
    
    
    10Section 2.9 Options and Warrants
    
    
    11Section 2.10 Payment for Shares
    
    
    11Section 2.11 Post-Closing Adjustment of Merger Consideration
    
    
    13Section 2.12 Withholding Rights
    
    
    15Section 2.13 Stockholder Representative
    
    
    15ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY
    
    
    16Section 3.1 Organization and Qualification
    
    
    17Section 3.2 Authority
    
    
    17Section 3.3 No Conflict; Required Filings and Consents
    
    
    18Section 3.4 Capitalization
    
    
    18Section 3.5 Equity Interests
    
    
    19Section 3.6 Financial Statements; No Undisclosed Liabilities
    
    
    19Section 3.7 Absence of Certain Changes or Events
    
    
    20Section 3.8 Accounts Receivable
    
    
    20Section 3.9 Accounts Payable
    
    
    21Section 3.10 Inventory
    
    
    21Section 3.11 Compliance with Law; Permits
    
    
    21Section 3.12 Litigation
    
    
    22Section 3.13 Employee Benefit Plans
    
    
    22Section 3.14 Labor and Employment Matters
    
    
    24Section 3.15 Title to, Sufficiency and Condition of Assets
    
    
    26Section 3.16 Real Property
    
    
    26Section 3.17 Intellectual Property
    
    
    27Section 3.18 Taxes
    
    
    29Section 3.19 Environmental Matters
    
    
    31Section 3.20 Material Contracts
    
    
    33Section 3.21 Affiliate Interests and Transactions
    
    
    35Section 3.22 Insurance
    
    
    35
 i




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##### 



TABLE OF CONTENTS
(Continued)
 PageSection 3.23 Customers and Suppliers
    
    
    35Section 3.24 Warranties
    
    
    36Section 3.25 Capital Expenditures
    
    
    36Section 3.26 Product Liability
    
    
    36Section 3.27 Bank Accounts; Powers of Attorney
    
    
    36Section 3.28 Brokers
    
    
    36Section 3.29 Disclosure
    
    
    37Section 3.30 Expenses
    
    
    37ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PARENT AND SUB
    
    
    37Section 4.1 Organization
    
    
    37Section 4.2 Authority
    
    
    37Section 4.3 No Conflict; Required Filings and Consents
    
    
    38Section 4.4 Financing
    
    
    38Section 4.5 Brokers
    
    
    38ARTICLE V COVENANTS
    
    
    38Section 5.1 Conduct of Business Prior to the Closing
    
    
    38Section 5.2 Access to Information
    
    
    41Section 5.3 Exclusivity
    
    
    41Section 5.4 Stockholder Meeting; Stockholder Approval
    
    
    42Section 5.5 Information Statement
    
    
    42Section 5.6 Notification of Certain Matters; Supplements to Disclosure Schedule
    
    
    43Section 5.7 Takeover Statutes
    
    
    43Section 5.8 Stock Option Plans
    
    
    43Section 5.9 Confidentiality
    
    
    44Section 5.10 Commercially Reasonable Efforts; Further Assurances
    
    
    44Section 5.11 Public Announcements
    
    
    44Section 5.12 Taxes
    
    
    45Section 5.13 Cashless Exercise Loans
    
    
    47Section 5.14 Loan Repayments
    
    
    48Section 5.15 Flow of Funds Statement
    
    
    48Section 5.16 Directors and Officers Indemnification
    
    
    48ARTICLE VI CONDITIONS TO CLOSING
    
    
    49Section 6.1 General Conditions
    
    
    49Section 6.2 Conditions to Obligations of the Company
    
    
    49Section 6.3 Conditions to Obligations of the Parent and Sub
    
    
    50
 ii




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##### 



TABLE OF CONTENTS
(Continued)
 PageARTICLE VII INDEMNIFICATION
    
    
    52Section 7.1 Survival of Representations and Warranties
    
    
    52Section 7.2 Indemnification by the Stockholders
    
    
    53Section 7.3 Certain Limits on Indemnification; Insurance
    
    
    54Section 7.4 Indemnification by the Parent
    
    
    55Section 7.5 Procedures
    
    
    55Section 7.6 Remedies Not Affected by Investigation, Disclosure or Knowledge
    
    
    57Section 7.7 Indemnity Escrow Fund
    
    
    57Section 7.8 Tax Matters
    
    
    57Section 7.9 Remedies
    
    
    57ARTICLE VIII TERMINATION
    
    
    58Section 8.1 Termination
    
    
    58Section 8.2 Effect of Termination
    
    
    59ARTICLE IX GENERAL PROVISIONS
    
    
    60Section 9.1 Fees and Expenses
    
    
    60Section 9.2 Amendment and Modification
    
    
    60Section 9.3 Extension
    
    
    60Section 9.4 Waiver
    
    
    60Section 9.5 Notices
    
    
    61Section 9.6 Interpretation
    
    
    61Section 9.7 Entire Agreement
    
    
    62Section 9.8 No Third-Party Beneficiaries
    
    
    62Section 9.9 Governing Law
    
    
    62Section 9.10 Submission to Jurisdiction
    
    
    62Section 9.11 Assignment; Successors
    
    
    63Section 9.12 Enforcement
    
    
    63Section 9.13 Currency
    
    
    63Section 9.14 Severability
    
    
    63Section 9.15 Waiver of Jury Trial
    
    
    63Section 9.16 Counterparts
    
    
    63Section 9.17 Facsimile Signature
    
    
    64Section 9.18 Time of Essence
    
    
    64Section 9.19 No Presumption Against Drafting Party
    
    
    64Section 9.20 Legal Representation
    
    
    64Section 9.21 Attorneys Fees
    
    
    64
 iii




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##### 



AGREEMENT AND PLAN OF MERGER
 Agreement Parent Sub Company Approving Holders
 RECITALS
 Merger Oregon Law
 Shares
 AGREEMENT
  ARTICLE I
DEFINITIONS
 Certain Defined Terms
 Action
 Accounts Receivable
 Affiliate
 Ancillary Agreements
 1




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##### 



Business Day
 Closing
Date Merger Consideration
 Closing Date Per Share Merger Consideration
 Contract
 control controlled by under common control
with
 Current Assets
 Current Liabilities
 Encumbrance
 ERISA Affiliate
 2




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##### 



Escrow Agent
 Escrow Agreement Exhibit A
 Fully Diluted Shares
 GAAP
 Governmental Authority
 Immediate Family
 Indemnity Escrow Amount
 Indemnity Escrow Fund
 Indemnity Escrow Fund Termination Date
 Intellectual Property Marks Patents Copyrights
 3




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##### 



Trade Secrets
 knowledge
 Law
 Leased Real Property
 Licensed Intellectual Property
 Material Adverse Effect
 Merger Consideration
 Off-the-Shelf Software
 Option
 4




---



##### 



Owned Real Property
 Person
 Public Software
 Reference Amount
 Registered Intellectual Property
 Related Party
 Return
 Software
 5




---



##### 



Special Meeting of Company Stockholders
 Stockholder Representative Fund
 Subsidiary
 Taxes
 Transaction Expenses
 Warrant
 Working Capital
 Table of Definitions
  6




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##### 



Definition
    
    LocationAcquisition Proposal
    
    5.3Aggregate Cap
    
    7.3(b)(i)Agreement
    
    PreambleApproving Holders
    
    PreambleArticles of Merger
    
    2.2(b)Balance Sheet
    
    3.6(b)Cashless Exercise Loans
    
    5.13CERCLA
    
    3.19Certificates
    
    2.10(c)Closing
    
    2.2(a)Closing Balance Sheet
    
    2.11(a)Closing Balance Sheet Costs
    
    2.11(c)Closing Date
    
    2.2(a)Closing Working Capital
    
    2.11(a)Code
    
    3.13(d)Company
    
    PreambleCompany Stockholder Approval
    
    3.2(a)Company Stockholders Meeting
    
    3.29(b)Core Representations
    
    7.1(a)Deficit Amount
    
    5.15Disclosure Schedules
    
    Article IIIDissenting Shares
    
    2.8Effective Time
    
    2.2(b)Environmental Laws
    
    3.19Environmental Permits
    
    3.19Environmental Representations
    
    7.1(c)ERISA
    
    3.13(a)(i)Financial Statements
    
    3.6(a)Flow of Funds Statement
    
    5.15Hazardous Substances
    
    3.19Indemnified Party
    
    7.5(a)Indemnifying Party
    
    7.5(a)Independent Accounting Firm
    
    2.11(c)Information Statement
    
    3.29(b)Interim Financial Statements
    
    3.6(a)IRS
    
    3.13(b)Losses
    
    7.2Majority Holders
    
    2.13(b)Material Contracts
    
    3.20(a)Medline
    
    6.3(p)Merger
    
    RecitalsMultiemployer Plan
    
    3.13(c)Multiple Employer Plan
    
    3.13(c)
 7




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##### 



Definition
    
    LocationNoncompetition Agreement
    
    6.3(d)Notice of Disagreement
    
    2.11(b)Option Withholding Amount
    
    5.13Oregon Law
    
    RecitalsParent
    
    PreamblePermits
    
    3.11(b)Permitted Encumbrances
    
    3.15(a)Plans
    
    3.13(a)(iv)Pre-Closing Tax Period
    
    5.12(c)Pre-Closing Taxes
    
    5.12(a)Release
    
    3.19Repayment Agreements
    
    5.14Representatives
    
    5.2Schedule of Expenses
    
    2.10(g)Shares
    
    RecitalsSpecial Representations
    
    7.1(c)Stockholder
    
    2.10(a)Stockholder Representative
    
    2.13(a)Stradle Period
    
    5.12(a)Sub
    
    PreambleSurviving Corporation
    
    2.1Tax Claim
    
    5.12(i)Tax Representations
    
    7.1(b)Third Party Claim
    
    7.5(a)Title Commitment
    
    3.16(c)Unpaid Expenses
    
    2.10(g)
 ARTICLE II

THE MERGER
 The Merger Surviving Corporation
 Closing; Effective Time
 Closing
 8




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##### 



Closing Date
 Exhibit B Articles of Merger Effective Time
 Effects of the Merger
 Articles of Incorporation and Bylaws Exhibit C
 Directors; Officers
 Subsequent Actions
 9




---



##### 



Conversion of Stock
     Dissenting Shares Dissenting Shares
 10




---



##### 



Options and Warrants
 Payment for Shares
 Stockholder
  Certificates
 11




---



##### 



provided however
 Schedule of Expenses Unpaid Expenses provided
 12




---



##### 



Post-Closing Adjustment of Merger Consideration
 Closing Balance Sheet provided Closing
Working Capital
 Notice of Disagreement
 13




---



##### 



Independent Accounting Firm Closing Balance Sheet Costs provided however
 14




---



##### 



provided
 The Wall
Street Journal
 Withholding Rights
 Stockholder Representative
 Stockholder Representative
 15




---



##### 



Majority Holders provided provided
   ARTICLE III

REPRESENTATIONS AND WARRANTIES

OF THE COMPANY
 Disclosure Schedules
 16




---



##### 



Organization and Qualification
   Authority
 Company Stockholder Approval
  17




---



##### 



No Conflict; Required Filings and Consents
       Capitalization
  18




---



##### 



Equity Interests
 Financial Statements; No Undisclosed Liabilities
 Financial
Statements Interim Financial Statements
 19




---



##### 



Balance Sheet
  Absence of Certain Changes or Events
 Accounts Receivable
 20




---



##### 



Accounts Payable
 Inventory
 Compliance with Law; Permits
  Permits
 21




---



##### 



Litigation
 Employee Benefit Plans
  ERISA
    Plans
  22




---



##### 



Multiemployer Plan Multiple Employer Plan Schedule
3.13(c) of the Disclosure Schedules, Schedule 3.13(c) of the Disclosure Schedules,
 Code
   23




---



##### 



Labor and Employment Matters
  24




---



##### 



Schedule 3.14(e) of the Disclosure Schedules,
  25




---



##### 



Title to, Sufficiency and Condition of Assets
 Schedule 3.15 of
the Disclosure Schedules Permitted Encumbrances
   Real Property
   26




---



##### 



Title Commitment
 Intellectual Property
 Schedule 3.17
 Schedule 3.17(b) of the Disclosure Schedules,
 27




---



##### 



Schedule 3.17(c) of the Disclosure Schedules,
  Schedule 3.17(b) of the Disclosure Schedules,
 Schedule 3.17(f) of the Disclosure Schedules,
 28




---



##### 



Schedule 3.17(g) of the Disclosure Schedules
 Schedule 3.17 of the Disclosure Schedules
  Taxes
  29




---



##### 



30




---



##### 



Schedule 3.18(o) of the Disclosure Schedules,
  Environmental Matters
   31




---



##### 



Environmental Laws
 Environmental Permits
 Hazardous Substances CERCLA
 32




---



##### 



Material Contracts
          33




---



##### 



34




---



##### 



Affiliate Interests and Transactions
   Insurance
 Customers and Suppliers
  35




---



##### 



Warranties
 Capital Expenditures
 Product Liability
 Bank Accounts; Powers of Attorney
 Brokers
 36




---



##### 



Disclosure
  Company Stockholders
Meeting Information Statement
 Expenses
 ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE PARENT AND SUB
  Organization
 Authority
 37




---



##### 



No Conflict; Required Filings and Consents
     Financing
 Brokers
 ARTICLE V
COVENANTS
 Conduct of Business Prior to the Closing
 38




---



##### 



provided
   39




---



##### 



40




---



##### 



Access to Information Representatives
 Exclusivity Acquisition
Proposal
 41




---



##### 



Stockholder Meeting; Stockholder Approval
  Information Statement
 42




---



##### 



Notification of Certain Matters; Supplements to Disclosure Schedule
   Takeover Statutes
 Stock Option Plans
 43




---



##### 



Confidentiality
 Commercially Reasonable Efforts; Further Assurances
 Public Announcements
 44




---



##### 



Taxes
 Straddle Period Section 5.12(b) Pre-Closing Taxes
 provided however
   45




---



##### 



provided
     46




---



##### 



Tax Claim provided
    Cashless Exercise Loans Cashless Exercise Loans Option Withholding Amount
 47




---



##### 



Loan Repayments Repayment Agreements
 Flow of Funds Statement
 Directors and Officers Indemnification provided
 48




---



##### 



ARTICLE VI
CONDITIONS TO CLOSING
 General Conditions provided
 No Injunction or Prohibition
 Approval of Stockholders
 Performance Metrics Exhibits E F
 Flow of Funds Statement
 Conditions to Obligations of the Company
 Representations, Warranties and Covenants
 Escrow Agreement
 49




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##### 



Conditions to Obligations of the Parent and Sub
 Representations, Warranties and Covenants
 Consents and Approvals
 No Litigation
 Ancillary Agreements Exhibit D Noncompetition Agreement Exhibit E Exhibit F Exhibit G
 Resignations
 50




---



##### 



Schedule of Transaction Expenses
 Third Party Expense Statements and Releases
 Maximum Dissenting Shares
 Evidence of Title
 Landlord Estoppel Certificate
 Subordination and Non-Disturbance Agreements
 Environmental Assessment
 51




---



##### 



Certificates of Existence and Tax Good Standing
 No Material Adverse Effect
 FIRPTA Certificate
 Certain Documentation Medline
 Patent Application Assignments
 Interim Financial Statements
 Repayment Agreements
 Design History File
 ARTICLE VII
INDEMNIFICATION
 Survival of Representations and Warranties provided however
  52




---



##### 



Core Representations
 Tax Representations
 Environmental Representations Special Representations
  Indemnification by the Stockholders Losses
   53




---



##### 



Certain Limits on Indemnification; Insurance
   Aggregate Cap
    54




---



##### 



Indemnification by the Parent
   Procedures
 Indemnified Party Third Party
Claim Indemnifying Party
  55




---



##### 



56




---



##### 



Remedies Not Affected by Investigation, Disclosure or Knowledge
 Indemnity Escrow Fund
   Tax Matters
 Remedies
  57




---



##### 



ARTICLE VIII
TERMINATION
 Termination
 58




---



##### 



provided
 provided
 provided
   Effect of Termination
 59




---



##### 



ARTICLE IX
GENERAL PROVISIONS
 Fees and Expenses provided however
 Amendment and Modification provided however
 Extension
 Waiver
 60




---



##### 



Notices
 (a)
    
    if to the Parent, Sub or the Surviving Corporation, to:
 
  
 (b)
    
    if to the Company or the Stockholder Representative, to:
 
  
 Interpretation
 61




---



##### 



Entire Agreement
 No Third-Party Beneficiaries
 Governing Law
 Submission to Jurisdiction
 62




---



##### 



Assignment; Successors provided however provided further
 Enforcement
 Currency
 Severability
 Waiver of Jury Trial
 Counterparts
 63




---



##### 



Facsimile Signature
 Time of Essence
 No Presumption Against Drafting Party
 Legal Representation
    Attorneys Fees
 The remainder of this page is intentionally left blank.
 64




---



##### 



I-FLOW CORPORATIONBy:
    
    /s/ Donald M. EarhartName: Donald M. EarhartTitle: Chairman, Chief Executive Officerand PresidentALASKA ACQUISITION SUBSIDIARY, INC.By:
    
    /s/ James J. Dal PortoName: James J. Dal PortoTitle: Chief Executive OfficerACRYMED INCORPORATEDBy:
    
    /s/ Jack D. McMakenName: Jack D. McMakenTitle: President & CEOAPPROVING HOLDERS:/s/ Bruce L. GibbinsBruce L. Gibbins, Ph.D/s/ Jack D. McMakenJack D. McMaken/s/ John A. CalhounJohn A. Calhoun/s/ James P. Fee, Jr.James P. Fee, Jr.STOCKHOLDER REPRESENTATIVE:/s/ John A. CalhounJohn A. Calhoun
 Signature Page to
Agreement and Plan of Merger




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##### 



EXHIBIT A
 FORM OF ESCROW AGREEMENT
 ESCROW AGREEMENT
 Agreement Acquiror Stockholder Representative Company  Escrow Agent
 RECITALS
 Merger
Agreement Indemnity Escrow Amount Representative Expense
Amount
    AGREEMENT
  Appointment




---



##### 



Creation of Escrow Account Indemnity Escrow Fund Representative Expense Fund
 Disbursement to Acquiror from Indemnity Escrow Fund Upon Final Determination of Merger
Consideration Merger Consideration Payment Instructions Merger Consideration
Determination Order
 Disbursements to Acquiror from Indemnity Escrow Fund for Losses and Certain Other
Matters
 Claim Claim Notice
 2




---



##### 



Claim Objection
 Indemnity Payment Instructions Indemnity Determination Order
  3




---



##### 



Disbursements to Stockholder Representative from Representative Expense Fund
 Reasonable Charges
  Releases; Termination
 Initial Distribution
Date Retained Amount
  Investments Permitted Investments
 4




---



##### 



Income and Taxes
   5




---



##### 



Duties of the Escrow Agent
     Resignation and Removal of the Escrow Agent
 6




---



##### 



Compensation provided
 Indemnification
 Amendment and Modification
 Waiver
 Notices
 7




---



##### 



(a)
    
    if to the Acquiror, to:I-Flow Corporation20202 Windrow DriveLake Forest, CA 92630Attention: Chief Executive OfficerFacsimile: (949) 206-2603with a copy (which shall not constitute notice) to:Gibson, Dunn & Crutcher LLP3161 Michelson DriveIrvine, California 92612Attention: Mark W. Shurtleff, Esq.Facsimile: (949) 451-4220(b)
    
    if to the Stockholder Representative, to:John A. CalhounFacsimile:with a copy (which shall not constitute notice) to:Bullivant Houser Bailey PC888 S.W. Fifth Avenue, Suite 300Portland, Oregon 97204Attention: Stephen F. Cook, Esq.Facsimile: (503) 295-0915(c)
    
    if to the Escrow Agent, to:Citibank, N.A.Attention:Facsimile:with a copy (which shall not constitute notice) to:Attention:Facsimile:
 Governing Law
 8




---



##### 



WAIVER OF TRIAL BY JURY .
 Submission to Jurisdiction
 Assignment; Successors provided however provided further
 Severability
 9




---



##### 



Counterparts
 Facsimile Signature
 Headings
 The remainder of this page is intentionally left blank.
 10




---



##### 



I-FLOW CORPORATIONBy:Name:
    Donald M. EarhartTitle:
    Chairman, Chief Executive Officer
and President STOCKHOLDER REPRESENTATIVEJohn A. Calhoun
  CITIBANK, N.A.By:Name:Title: Signature
Page to  Escrow Agreement




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##### 



SCHEDULE A
 LIST OF STOCKHOLDERS




---



##### 



SCHEDULE B
 ESCROW FEES




---



##### 



EXHIBIT B
 FORM OF ARTICLES OF MERGER
 Plan Of Merger
 Of
 Alaska Acquisition Subsidiary, Inc.
 Into
 AcryMed Incorporated
 
 Surviving
Corporation Oregon Law Terminating Corporation Merger Effective Time
 Exhibit A




---



##### 



Shares Merger Agreement
     2




---



##### 



Dissenting Shares
     3




---



##### 



Exhibit A
 Amended and Restated Articles of Incorporation  of  AcryMed Incorporated
 Article 1
 Article 2
 Article 3
 Article 4
 Article 5
 Article 6
 Article 7
 Article 8
 Article 9
 Article 10




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##### 



Article 11
 Article 12
 
  NAME
    
    PHONE NUMBERStephanie K. Sterling
    
    (949) 451-4126Gibson, Dunn & Crutcher LLP
 5




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##### 



Attachment to Articles of Merger  Between  AcryMed, Inc.  and  Alaska Acquisition Subsidiary, Inc.
   Number of Shares
    
    Number of SharesIssued
    
    Voting in Favor ofName of Entity
    
    and Outstanding
    
    the MergerAcryMed IncorporatedAlaska Acquisition Subsidiary, Inc.
    
    
    100
    
    
    
    100




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##### 



EXHIBIT C
 FORM OF AMENDED AND RESTATED  ARTICLES OF INCORPORATION
 Amended and Restated Articles of Incorporation  of  AcryMed Incorporated
 Article 1
 Article 2
 Article 3
 Article 4
 Article 5
 Article 6
 Article 7
 Article 8
 Article 9




---



##### 



Article 10
 Article 11
 Article 12
 
  NAME
    
    PHONE NUMBERStephanie K. Sterling
    
    (949) 451-4126Gibson, Dunn & Crutcher LLP
 2




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##### 



EXHIBIT D
 FORM OF NON-COMPETITION AGREEMENT
 NONCOMPETITION AGREEMENT
 Agreement Parent Company  Stockholder
 RECITALS
 Merger Agreement
   AGREEMENT
 DEFINITIONS.
  Business
 Covenant Term
 Control




---



##### 



Covenant Territory
 CONSIDERATION. i.e. Exhibit A
 NONCOMPETITION.
    2




---



##### 



REASONABLENESS OF COVENANTS.
 SEPARATE COVENANTS.
 PARTIAL INVALIDITY.
 EQUITABLE RELIEF.
 ENTIRE AGREEMENT.
 3




---



##### 



MODIFICATIONS AND AMENDMENTS.
 GOVERNING LAW.
 SUBMISSION TO JURISDICTION.
 WAIVER OF TRIAL BY JURY.
 TITLES AND HEADINGS.
 SUCCESSORS AND ASSIGNS.
 ATTORNEYS FEES.
 4




---



##### 



COUNTERPARTS.
 Signature Page Follows
 5




---



##### 



I-FLOW CORPORATIONBy:Name: Donald M. EarhartTitle: Chairman, Chief Executive Officerand PresidentACRYMED INCORPORATEDBy:Name:Title:STOCKHOLDER:By:
 Signature
Page to  Noncompetition Agreement




---



##### 



EXHIBIT A
 NONCOMPETITION
ESCROW AGREEMENT




---



##### 



Exhibit A
 ESCROW AGREEMENT
 Agreement Acquiror Stockholder Escrow Agent
 RECITALS
 Merger Agreement
 Noncompetition Agreement
 Escrow Amount
  AGREEMENT
  Appointment
 Creation of Escrow Account Escrow Fund
 Disbursements to Stockholder from Escrow Fund




---



##### 



i.e.
 Breach of Noncompetition Agreement or Core Representations
 Breach Notice
 Objection i.e. Remaining Amount provided
 Payment Instructions
 2




---



##### 



Determination Order
  Termination
 Investments Permitted Investments
 Income and Taxes
  3




---



##### 



Duties of the Escrow Agent
     4




---



##### 



Resignation and Removal of the Escrow Agent
 Compensation provided
 Indemnification
 Amendment and Modification
 Waiver
 5




---



##### 



Notices
  
  
  
 
  
   
 
 6




---



##### 



Governing Law
 WAIVER OF TRIAL BY JURY .
 Submission to Jurisdiction
 Assignment; Successors provided however provided further
 7




---



##### 



provided further
 Severability
 Counterparts
 Facsimile Signature
 Headings
 The remainder of this page is intentionally left blank.
 8




---



##### 



I-FLOW CORPORATIONBy:Name:
    Donald M. EarhartTitle:
    Chairman, Chief Executive Officer
and PresidentSTOCKHOLDER  CITIBANK, N.A.By:Name:Title: Signature Page to  Noncompetition Escrow
Agreement




---



##### 



SCHEDULE A
 ESCROW FEES




---



##### 



EXHIBIT E
 FORM OF GIBBINS EMPLOYMENT AGREEMENT
 EMPLOYMENT AGREEMENT
 
 1. EMPLOYMENT AND TERM.
 Section 3(b)
   2. EMPLOYMENT COMPENSATION AND BENEFITS.
 Base Salary
 1




---



##### 



Annual Bonus Section 3
   Restricted Stock Units
 Section 3
  Vacation Section 3(b)
 2




---



##### 



Expense Reimbursement
 Other Benefits
 Parent Corporation
 3. SEVERANCE PAY.
 Termination of Employment With Cause Section 3(a)
        3




---



##### 



Termination Without Cause
 Section 2(a) Section 2(a) Section 2(b)
 Section 2(d) Section 2(a)
 Section 2(c)
 Section 2(b)(x) Section 2(b)(y)
  4




---



##### 



4. NONDISCLOSURE OF CONFIDENTIAL INFORMATION.
 5. SUCCESSORS.
 6. THIRD-PARTY BENEFICIARIES.
 7. GOVERNING LAW.
 8. NON-ASSIGNABILITY.
 9. MODIFICATIONS.
 10. ENTIRE AGREEMENT.
 5




---



##### 



11. SUBMISSION TO JURISDICTION.
 12. NOTICES.
 AcryMed Incorporated
    
    Bruce L. Gibbins, Ph.D.9560 SW Nimbus Avenue
    
    c/o AcryMed IncorporatedBeaverton, Oregon 97007
    
    9560 SW Nimbus AvenueAttn: Board of Directors
    
    Beaverton, Oregon 97007With a copy to:I-Flow Corporation20202 Windrow DriveLake Forest, California 92630Attn: Chief Executive Officer
 13. CAPTIONS.
 14. SEVERABILITY.
 6




---



##### 



15. CONSTRUCTION.
 16. FURTHER ASSURANCES.
 17. COUNTERPARTS; FACSIMILE SIGNATURE.
 [Signature pages follow.]
 7




---



##### 



ACRYMED INCORPORATED
    
    
    
    BRUCE L. GIBBINS, PH.D.By:
    
    Name:
    
    
    
    By:
    
    Bruce
L. Gibbins, Ph.D.Title:Accepted and agreed as to Section 2(c) hereof:I-FLOW CORPORATIONBy:Name:Title:
 8




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##### 



EXHIBIT F
 FORM OF MCMAKEN EMPLOYMENT AGREEMENT
 EMPLOYMENT AGREEMENT
 
 1. EMPLOYMENT AND TERM.
 Section 3(b)
  2. EMPLOYMENT COMPENSATION AND BENEFITS.
 Base Salary
 Annual Bonus Section 3
 1




---



##### 



(x)
    
    The milestones for the First Period are as follows: [To come.](y)
    
    The milestones for the Second Period are as follows: [To come.]
 Restricted Stock Units
 Section 3
  Vacation Section 3(b)
 Expense Reimbursement
 2




---



##### 



Other Benefits
 Parent Corporation
 3. SEVERANCE PAY.
 Termination of Employment With Cause Section 3(a)
         3




---



##### 



Termination Without Cause
 Section 2(a) Section 2(a) Section 2(b)
 Section 2(d) Section 2(a)
 Section 2(c)
 Section 2(b)(x) Section 2(b)(y)
  4.
NONDISCLOSURE OF CONFIDENTIAL INFORMATION.
 4




---



##### 



5.
SUCCESSORS.
 6. THIRD-PARTY BENEFICIARIES.
 7.
GOVERNING LAW.
 8.
NON-ASSIGNABILITY.
 9. MODIFICATIONS.
 10. ENTIRE AGREEMENT.
 11.
SUBMISSION TO JURISDICTION.
 5




---



##### 



12. NOTICES.
 AcryMed Incorporated
    
    Jack D. McMaken9560 SW Nimbus Avenue
    
    c/o AcryMed IncorporatedBeaverton, Oregon 97007
    
    9560 SW Nimbus AvenueAttn: Board of Directors
    
    Beaverton, Oregon 97007With a copy to:I-Flow Corporation20202 Windrow DriveLake Forest, California 92630Attn: Chief Executive Officer
 13.
CAPTIONS.
 14.
SEVERABILITY.
 6




---



##### 



15. CONSTRUCTION.
 16. FURTHER ASSURANCES.
 17.
COUNTERPARTS; FACSIMILE SIGNATURE.
 [Signature pages follow.]
 7




---



##### 



ACRYMED INCORPORATED
    
    
    
    JACK D. MCMAKENBy:
    
    
    
    
    
    By:Name:
    
    
    
    
    
    Jack D. McMakenTitle:
 Section 2(c)
 IFLOW CORPORATIONBy:Name:Title:
 8




---



##### 



EXHIBIT G
 FORM OF CALHOUN EMPLOYMENT AGREEMENT
 EMPLOYMENT AGREEMENT
 
 1. EMPLOYMENT AND TERM.
 Section 3(b)
  2. EMPLOYMENT COMPENSATION AND BENEFITS.
 Base Salary
 Annual Bonus Section 2(a)
 Vacation
 1




---



##### 



Section 3(b)
 Expense Reimbursement
 Other Benefits
 Parent Corporation
 3. SEVERANCE PAY.
 Termination of Employment With Cause Section 3(a)
       2




---



##### 



Termination Without Cause
 Section 2(a) Section 2(a) Section 2(b)
 Section 2(c) Section 2(a)
  4. NONDISCLOSURE OF CONFIDENTIAL INFORMATION.
 3




---



##### 



5. SUCCESSORS.
 6. THIRD-PARTY BENEFICIARIES.
 7. GOVERNING LAW.
 8. NON-ASSIGNABILITY.
 9. MODIFICATIONS.
 10. ENTIRE AGREEMENT.
 11. SUBMISSION TO JURISDICTION.
 4




---



##### 



12. NOTICES.
 AcryMed Incorporated
    
    John A. Calhoun9560 SW Nimbus Avenue
    
    c/o AcryMed IncorporatedBeaverton, Oregon 97007
    
    9560 SW Nimbus AvenueAttn:  Board of Directors
    
    Beaverton, Oregon 97007With a copy to:I-Flow Corporation20202 Windrow DriveLake Forest, California  92630Attn:  Chief Executive Officer
 13. CAPTIONS.
 14. SEVERABILITY.
 15. CONSTRUCTION.
 5




---



##### 



16. FURTHER ASSURANCES.
 17. COUNTERPARTS; FACSIMILE SIGNATURE.
 [Signature pages follow.]
 6




---



##### 



ACRYMED INCORPORATED
    
    JOHN A. CALHOUNBy:
    
    
    
    By:Name:
Title:
    
    
    
    John A. Calhoun
 7