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                           SRI/SURGICAL EXPRESS, INC.

                    NON-EMPLOYEE DIRECTORS' COMPENSATION PLAN

     SRI/Surgical Express, Inc. establishes this Non-Employee Directors'
Compensation Plan for the benefit of its eligible directors. Capitalized terms
used in this Plan have the meaning set forth in Section 8.

     1. Purpose. The Plan compensates the Company's Non-Employee Directors for
serving as directors of the Company, and recognizes the significant value that
they provide to the Company in that role.

     2. Administration. The Board of Directors and subject to the Board's
oversight, the Administrator, have discretion, power, and authority to
administer and interpret the Plan and to establish rules and procedures for its
administration. Any interpretation of the Plan or other action of the Board of
Directors or Administrator in administering the Plan will finally bind all
Non-Employee Directors.

     3. Terms and Conditions.

        (a) Quarterly Retainer. Beginning with October 1, 2002, and on the first
business day of each succeeding calendar quarter, the Company shall pay to each
Non-Employee Director a quarterly retainer for the director's service during the
ensuing quarter. The amount of the quarterly retainer will initially be $6,000,
although the Board of Directors may increase or decrease this amount. If a
Non-Employee Director's membership on the Board of Directors terminates for any
reason during a calendar quarter, the Nonemployee Director may retain the
quarterly retainer for that calendar quarter, but will not be entitled to
payment of any further amounts.

        (b) Meeting Fee. Each Non-Employee Director will be entitled to receive
a meeting fee at each meeting of the Board of Directors or its committees that
the Non-Employee Director attends. The initial meeting fee will be $1,000, but
the Board of Directors may increase or decrease this amount.

     4. Non-Assignability. The Non-Employee Directors may not sell, transfer, or
encumber their rights under the Plan.

     5. Amendment and Termination. The Board of Directors may amend, modify, or
terminate this Plan, although any such action will not impair rights to retainer
or meeting fees already earned under the Plan.

     6. Effective Date. The effective date of this Plan will be October 1, 2002.

     7. Governing Law. This Plan and all actions taken under it will be governed
by the laws of the State of Florida, without reference to conflict of laws
principles.

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     8. Definitions. As used in this Plan, the following capitalized terms have
the respective definitions attributed to them:

        "Administrator" means the Secretary of the Company or other person
     designated by the Board of Directors to administer the Plan.

        "Board of Directors" means the Company's Board of Directors.

        "Company" means SRI/Surgical Express, Inc. a Florida corporation, and
     its successors.

        "Non-Employee Director" means a member of the Board of Directors who is
     not also a Company employee.

        "Plan" means this Non-Employee Directors' Compensation Plan, as amended
     from time to time.

     Pursuant to resolutions of the Board of Directors dated October 22, 2002,
the Company caused this Plan document to be signed by its duly authorized
officer, on this October 22, 2002.

                                               SRI/SURGICAL EXPRESS, INC.

                                               By: /s/  Charles L. Pope
                                                  ______________________________

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