**EXHIBIT 10.2****NONCOMPETITION AGREEMENT**     THIS NONCOMPETITION AGREEMENT, dated as of February 15, 2008 (this “Agreement”), is byand among I-Flow Corporation, a Delaware corporation (the “Parent”), AcryMed Incorporated,an Oregon corporation and wholly owned subsidiary of the Parent (the “Company”), and JackD. McMaken, a natural person (“Stockholder”).**RECITALS**     WHEREAS, the Parent, the Company and Stockholder are parties to an Agreement and Plan ofMerger dated as of February 2, 2008 (the “Merger Agreement”); and     WHEREAS, in accordance with the Merger Agreement and as a material part of the considerationto be given by Stockholder in connection with the Merger, Stockholder is entering into thisAgreement with the Parent and the Company wherein Stockholder agrees not to compete with the Parentor the Company as described herein.     NOW, THEREFORE, in consideration of the recitals set forth above and the covenants,representations and warranties contained in this Agreement, and for good and valuableconsideration, the receipt and adequacy of which are acknowledged by the parties, the parties agreeas follows.**AGREEMENT**     1. **DEFINITIONS.**     Capitalized terms used but not defined herein shall have the respective meanings ascribed tothem in the Merger Agreement. For the purposes of this Agreement, the following terms shall havethe meanings ascribed to them below:          (a) “Business” shall mean the business or pursuit of developing, licensing,manufacturing or distribution of technologies or products in the Company’s current fields oftechnology development or exploitation except for the benefit of the Parent, the Company and theirrespective affiliates, successors and assigns.          (b) “Covenant Term” shall mean a period beginning on the Closing Date (as defined inthe Merger Agreement) and ending four (4) years thereafter.          (c) “Control” shall mean ownership of 5% or more of the equity securities of anycorporation, partnership or joint venture, or such other instances when control in fact exists.          (d) “Covenant Territory” shall mean the entire world due to the global nature of theBusiness.     2. **CONSIDERATION.**In consideration of compliance with the covenants set forth herein,the Parent shall, at the Closing, deposit the sum of One Million Dollars ($1,000,000) in aninterest-bearing escrow account. Provided Stockholder complies with the covenants set forth in this Agreement, and subject to Section 7.3(d) of the Merger
 

 
Agreement, Stockholder shall be entitled to receive from the escrow account, the following amounts on thedesignated dates: (i) Five Hundred Thousand Dollars ($500,000) plus all interest then accrued inthe escrow account (less any loss with respect thereto and the Stockholder’s portion of theescrow agent’s fees) on the second anniversary of the Closing Date, (ii) Two Hundred FiftyThousand Dollars ($250,000) plus all interest then accrued in the escrow account (less anyloss with respect thereto and the Stockholder’s portion of the escrow agent’s fees) on thethird anniversary of the Closing Date and (iii) the entire balance then remaining in the escrowaccount (less any loss with respect thereto and the Stockholder’s portion of the escrowagent’s fees) (*i.e.*, Two Hundred Fifty Thousand Dollars ($250,000) plus all interest thenaccrued in the escrow account (less any loss with respect thereto and the Stockholder’sportion of the escrow agent’s fees) ) on the fourth anniversary of the Closing Date.Disbursements from the escrow account shall be made pursuant to the Escrow Agreement of even dateherewith entered into among the Parent, Stockholder and Citibank, N.A., as escrow agent,substantially in the form attached hereto as Exhibit A (and including revisionsthereto requested by the escrow agent and agreed to by the Stockholder and the Parent).     3. **NONCOMPETITION.**          (a) Stockholder shall not, at any time during the Covenant Term, directly or indirectly,invest in (other than as a passive investor holding less than five percent (5%) of the outstandingvoting or nonvoting securities of a publicly traded entity), engage in or be associated with, as anemployee, consultant, agent, director, stockholder, partner, financial backer or otherwise, theownership or operation of any enterprise operating or proposing to operate in the Business(excluding any ownership interest Stockholder has or may have in the Parent).          (b) Stockholder shall not, at any time during the Covenant Term, directly or indirectly, norwill any person, corporation, firm, partnership or other entity over which Stockholder exercisesControl (whether as an officer, director, individual proprietor, control stockholder, consultant,partner or otherwise), (i) solicit, recruit or hire away from employment by the Parent or theCompany, any person who is employed on the date hereof or during the Covenant Term by any of them,or (ii) solicit any person or entity to terminate or modify such person’s contractual and/orbusiness relationship with the Parent or the Company.          (c) Stockholder shall not, at any time during the Covenant Term, directly or indirectly, norwill any person, corporation, firm, partnership or other entity over which Stockholder exercisesControl (whether as an officer, director, individual proprietor, control stockholder, consultant,partner or otherwise), solicit, recruit or encourage any current or future customer (including anydistributor, sales agent or sales representative) or licensee of the Parent or the Company to ceasedoing business in whole or in part with the Parent or the Company with respect to the Business, orto reduce, modify, divert or otherwise interfere with or impair the business relating to theBusiness between such customer or licensee and the Parent or the Company.     4. **REASONABLENESS OF COVENANTS.**Stockholder acknowledges that the Parent and the Company areinvolved in the Business in the Covenant Territory. Stockholder further recognizes and acknowledges that these covenants not to compete are necessary in orderto protect and maintain the proprietary interests and other legitimate business interests of the
2

 
Parent and the Company in the Business acquired under the Merger Agreement and are reasonable inall respects. The noncompetition obligations set forth herein constitute a covenant not to competeunder the internal laws of the State of California.     5. **SEPARATE COVENANTS.**This Agreement shall be deemed to consist of a series of separatecovenants, one for each line of business activity included within the Business as it may beconducted by the Parent or the Company on or after the date hereof, and each city, county, state,country, market area, business area or other region included within the Covenant Territory, foreach year. The parties expressly agree that the character, duration and geographical scope of thisAgreement are reasonable in light of the circumstances as they exist on the date upon which thisAgreement has been executed.     6. **PARTIAL INVALIDITY.**It is the intention of the parties hereto that the covenants containedherein shall be fully enforceable as set forth herein. If, in any judicial proceeding, a court orother tribunal of competent jurisdiction shall refuse to enforce or declare void or invalid any ofthe provisions or covenants, or any part thereof, of this Agreement, as applied to any party or toany circumstances, such invalid or unenforceable provision or covenant shall in no way affect anyother provision or covenant of this Agreement, the application of such provision or covenant inother circumstances, or the validity or enforceability of this Agreement. If any provision orcovenant, or any part thereof, is held to be unenforceable because of the duration of suchprovision or the area covered thereby or for any other reason, the parties agree that the courtmaking such determination shall have the power and is hereby asked to reduce the duration and/orarea of such provision, and/or to delete specific words or phrases in order to render thisAgreement and its scope valid and enforceable to the fullest extent permitted by law.     7. **EQUITABLE RELIEF.**The parties hereto agree that Stockholder’s obligations contained inthis Agreement are of a unique character which gives them a special value and that damages in anaction at law for Stockholder’s breach of these obligations may not reasonably or adequatelycompensate the Parent or the Company. The Parent or the Company shall be entitled to injunctiveand other equitable relief, without bond, to prevent a breach of said obligations, in addition toany other remedies such parties may have.     8. **ENTIRE AGREEMENT.**This Agreement constitutes the entire agreement of the parties andsupersedes all prior written or oral and all contemporaneous oral agreements, understandings andnegotiations between or among the parties with respect to the subject matter of this Agreement.     9. **MODIFICATIONS AND AMENDMENTS.**This Agreement may not be modified, changed or supplemented,nor may any obligations hereunder be waived, except by written instrument signed by all of theparties hereto.     10. **GOVERNING LAW.**This Agreement shall be governed in all respects, including validity,interpretation and effect, by the internal laws of the State of California.     11. **SUBMISSION TO JURISDICTION.**Each of the parties irrevocably agrees that any legal actionor proceeding arising out of or relating to this Agreement shall be brought
3

 
and determined in any state or federal court in San Francisco, California, and each of the parties hereby irrevocablysubmits to the exclusive jurisdiction of the aforesaid courts with regard to any such action orproceeding arising out of or relating to this Agreement. Each of the parties agrees not tocommence any action, suit or proceeding relating thereto except in the courts described above inSan Francisco, California, other than actions in any court of competent jurisdiction to enforce anyjudgment, decree or award rendered by any such court in San Francisco, California. Each of theparties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motionor as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relatingto this Agreement, (a) any claim that it is not personally subject to the jurisdiction of thecourts in San Francisco, California as described herein for any reason, (b) that it or its propertyis exempt or immune from jurisdiction of any such court or from any legal process commenced in suchcourts (whether through service of notice, attachment prior to judgment, attachment in aid ofexecution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action orproceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit,action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not beenforced in or by such courts.     12. **WAIVER OF TRIAL BY JURY.**EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVESALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATINGTO THIS AGREEMENT.     13. **TITLES AND HEADINGS.**Titles and headings of sections of this Agreement are forconvenience of reference only and shall not affect the construction of any provision of thisAgreement.     14. **SUCCESSORS AND ASSIGNS.**This Agreement shall be binding upon, inure to the benefit of,and may be enforced by, each of the parties to this Agreement and its successors and assigns.Notwithstanding the foregoing, Stockholder may not assign his obligations under this Agreement,except that in the event of the Stockholder’s death, this Agreement shall be assignable to hisestate or other successor, and the payments provided for in Section 2 shall still be made to suchestate or other successor, as applicable.     15. **ATTORNEYS’ FEES.**Should any party institute any action or proceeding to enforce thisAgreement or any provision hereof, or for damages by reason of any alleged breach of this Agreementor of any provision hereof, or for a declaration of rights hereunder, the prevailing party in anysuch action or proceeding shall be entitled to receive from the other party all costs and expenses,including actual attorneys’ fees, incurred by the prevailing party in connection with such actionor proceeding.     16. **COUNTERPARTS.**This Agreement may be executed in counterparts, each of which shall be anoriginal but all of which shall constitute one and the same instrument.[*Signature Page Follows*]
4

 
     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the datefirst written above.      I-FLOW CORPORATION