EMPLOYMENT
      AGREEMENT

    


    THIS
      EMPLOYMENT AGREEMENT (“Agreement”) is effective this 27th
      day of
      October, 2008 (the “Effective Date”), by and between Sharps Compliance Corp, a
      Delaware corporation, with principal offices located at 9220 Kirby Drive, Suite
      500, Houston, Texas 77054 (hereinafter referred to as "Employer"), and John
      R.
      Grow (hereinafter referred to as "Employee").

    


    WITNESSETH:

    


    WHEREAS,
      the Employee is currently a member of the Board of Directors of
      Employer;

    


    WHEREAS,
      (i) the Employer is desirous of appointing the Employee as President and Chief
      Operating Officer with Employee continuing as a member of the Board of Directors
      of Employer and (ii) the Employee is desirous to undertake such
      responsibilities;

    


    NOW,
      THEREFORE, in consideration of the foregoing premises, the mutual agreements
      contained herein and other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereto agree as
      follows:

    


    ARTICLE
      I

    DUTIES

    


    1.1 Duties.
      During
      the Term of Employment (as defined below), the Employer agrees to employ
      Employee as President and Chief Operating Officer and the Employee agrees to
      serve the Employer in such capacity upon the terms and subject to the conditions
      set forth in this Agreement.

    


    1.2 Extent
      of Duties.
      The
      Employee shall devote substantially all of his business time, energy and skill
      to the affairs of the Employer as the Employer working under the direction
      of
      the Chief Executive Officer and the Board of Directors of the
      Company.

    


    ARTICLE
      II

    TERM
      OF EMPLOYMENT

    


    2.1 The
      term
      of this Employment Agreement will begin on the date hereof and will continue
      for
      two (2) years hereafter (the “Initial Term of Employment”). This Agreement may
      be extended for a one (1) year period at the end of the Initial Term of
      Employment should both Employer and Employee mutually agree upon such extension
      and such extension be evidenced in writing at least thirty (30) days in advance
      of the end of the Initial Term of Employment.

    


    ARTICLE
      III

    COMPENSATION

    


    3.1 Annual
      Base Compensation.
      As
      compensation for services rendered under this Agreement, Employee shall be
      entitled to receive from the Employer an annual base salary (before standard
      deductions) of $260,000 during the Term of Employment. Employees’ annual base
      salary shall be payable on a bi-weekly basis and in accordance with the
      prevailing practice and policy of the Employer. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.2 Benefits.
      Employee shall be entitled to participate in the Employer’s group benefit plan
      as shown on the attached Benefits Plan Summary. Employee will also be entitled
      to, (i) the use, during the term of Employee’s employment, of a furnished
      residence (the selection of such being mutually-agreed between Employer and
      Employee) paid for by the Employer, (ii) two (2) Employer-paid round-trips
      per
      month to Employee’s residence during the term of Employee’s employment and (iii)
      a grant of 300,000 restricted and unregistered shares of Employer common stock
      under the terms and conditions set forth in the attached Restricted Stock Award
      Agreement.

    


    Employee
      recognizes and agrees that he is no longer eligible to participate in the
      Non-Employee Board of Director Compensation Plan other than any restricted
      stock
      awards previously granted to Employee will remain the property of the Employee
      and will not be subject to forfeiture.

    


    Employee
      is eligible for bonuses as the sole discretion of the Board of
      Directors.

    


    ARTICLE
      IV

    TERMINATION

    


    4.1 Termination
      by the Employer Without Cause.
      Subject
      to the provisions of this Section 4.1, this Agreement may be terminated by
      the
      Employer without cause upon thirty (30) days prior written notice thereof given
      to Employee. In the event of termination pursuant to this Section 4.1, (a)
      the
      Employer shall continue to pay Employee his then effective base salary under
      Section 3.1 hereof and all benefits under Sections 3.2 hereof for a full three
      (3) month period, and (b) any unvested and outstanding stock options or
      restricted stock held by Employee shall become fully vested and exercisable.
      Payment or performance by the Employer in accordance with this Section shall
      constitute Employee's full severance pay and the Employer shall have no further
      obligation to Employee arising out of such termination.

    


    4.2 Termination
      by the Employer for Cause.
      The
      Employer may terminate this Agreement at any time if such termination is for
      "cause" (as defined below), by delivering to Employee written notice describing
      the cause of termination thirty (30) days before the effective date of such
      termination and by granting Employee at least thirty (30) days to cure the
      cause. In the event the employment of Employee is terminated for "cause",
      Employee shall be entitled only to (i) the base salary earned pro rata to the
      date of such termination with no entitlement to any base salary continuation
      payments or benefits continuation (except as specifically provided by the terms
      of an employee benefit plan of the Employer) and (ii) stock options and/or
      restricted stock that has vested through the date of termination for cause.
      Except as otherwise provided in this Agreement, the determination of whether
      Employee shall be terminated for "cause" shall be made by the Board of Directors
      of the Employer, in reasonable exercise of its business judgment, and shall
      be
      limited to the occurrence of the following events:

    


    
      	 	
              a)

            	
              Conviction
                of or a plea of nolo contendere to the charge of a felony (which,
                through
                lapse of time or otherwise, is not subject to
                appeal);

            


    

    


    
      	 	
              b)

            	
              Willful
                refusal without proper legal cause to perform, or gross negligence
                in
                performing, Employee's duties and
                responsibilities;

            


    

    


    
      	 	
              c)

            	
              Material
                breach of fiduciary duty to the Employer through the misappropriation
                of
                funds or property of the Employer or its subsidiaries;
                or

            


    

     

    
      
        
        

      

      
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              d)

            	
              The
                unauthorized absence of Employee from work (other than for sick leave
                or
                disability) for a period of 30 working days or more during any period
                of
                45 working days during the Term of
                Employment.

            


    

    


    4.3 Termination
      Upon Death or Permanent Disability.
      In the
      event that Employee dies, this Agreement shall terminate upon the Employee's
      death. Likewise, if the Employee becomes unable to perform the essential
      functions of the position, with or without reasonable accommodation, on account
      of illness, disability, or other reason whatsoever for a period of more than
      one
      (1) month, this Agreement shall terminate effective upon such incapacity, and
      Employee (or his legal representatives/trust) shall be entitled only to the
      base
      salary earned pro rata to the date of such termination with no entitlement
      to
      any base salary continuation payments or benefits continuation.

    


    4.4 Voluntary
      Termination by Employee.
      Employee may terminate this Agreement at any time upon delivering thirty (30)
      days written notice of resignation to the Employer. In the event of such
      voluntary termination, Employee shall be entitled to (i) his base salary earned
      pro rata to the date of his resignation (but no base salary continuation
      payments or benefits continuation) and (ii) stock options and/or restricted
      stock that has vested through the date of voluntary termination

    


    ARTICLE
      V

    CONFIDENTIAL
      INFORMATION AND NONCOMPETITION

    


    5.1 Nondisclosure.
      During
      the term of Agreement and thereafter, Employee shall not, without the prior
      written consent of the Board of Directors, disclose or use for any purpose
      (except in the course of his employment under this Agreement and in furtherance
      of the business of the Employer) confidential information or proprietary data
      of
      the Employer (or any of its subsidiaries), except as required by applicable
      law
      or legal process, provided, however, that confidential information shall not
      include any information known generally to the public or ascertainable from
      public or published information (other than as a result of unauthorized
      disclosure by Employee) or any information of a type not otherwise considered
      confidential by persons engaged in the same business or a business similar
      to
      that conducted by the Employer (or any of its subsidiaries).

    


    5.2 Noncompetition.
      The
      Employer and Employee agree that the services rendered by Employee hereunder
      are
      unique and irreplaceable. Employee hereby agrees that, during the Term of
      Employment and for a period of twelve (12) months thereafter, Employee shall
      not
      (except in the course of his employment under this Agreement and in furtherance
      of the business of the Employer or any of its subsidiaries), (i) engage in
      as
      principal, consultant or employee in any segment of a business of a Employer,
      partnership or firm ("Business Segment") that is directly competitive with
      any
      business of the Employer in one of its major commercial or geographic markets
      or
      (ii) hold an interest (except as a holder of less than 5% interest in a publicly
      traded firm or mutual funds, or as a minority stockholder or unitholder in
      a
      form not publicly traded) in a company, partnership or firm with a Business
      Segment that is directly competitive, without the prior written consent of
      the
      Employer.

    


    5.3 Validity
      of Noncompetition.
      The
      foregoing provisions of Section 5.2 shall not be held invalid because of the
      scope of the territory covered, the actions restricted thereby, or the period
      of
      time such covenant is operative. Any judgment of a court of competent
      jurisdiction may define the maximum territory, the actions subject to and
      restricted by Section 5.2 and the period of time during which such agreement
      is
      enforceable.

     

    
      
        
        

      

      
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    5.4 Noncompetition
      Covenants Independent.
      The
      covenants of the Employee contained in Section 5.2 will be construed as
      independent of any other provision in this Agreement; and the existence of
      any
      claim or cause of action by the Employee against the Employer will not
      constitute a defense to the enforcement by the Employer of said covenants.
      The
      Employee understands that the covenants contained in Section 5.2 are essential
      elements of the transaction contemplated by this Agreement and, but for the
      agreement of the Employee to Section 5.2, the Employer would not have agreed
      to
      enter into such transaction. The Employee has been advised to consult with
      counsel in order to be informed in all respects concerning the reasonableness
      and propriety of Section 5.2 and its provisions with specific regard to the
      nature of the business conducted by the Employer and the Employee acknowledges
      that Section 5.2 and its provisions are reasonable in all respects.

    


    5.5 Confidential
      and Proprietary Information.
      Confidential and Proprietary Information shall include, without limitation,
      matters of a technical nature, such as know-how, formula, computer programs,
      software and documentation, secret processes or machines, inventions, research
      projects, plans for further development and matters of a business nature, such
      as information about costs, profits, markets, sales lists of customers, and
      business data regarding customers, salaries and other personnel data, and any
      other information of a similar nature to the extent not available to the
      public.

    


    The
      Employee shall promptly disclose to the Employer or its designee any and all
      ideas, inventions, improvements, discoveries, developments, innovations, or
      works of authorship (hereinafter referred to as the "Inventions"), whether
      patentable or unpatentable, copyrightable or uncopyrightable, made, created,
      developed, discovered, worked on or conceived by the Employee, either solely
      or
      jointly with others, whether or not reduced to drawings, written description,
      documentation, models or other intangible form, during the Term of Employment
      and for a period of six (6) months thereafter that relate to, or arise out
      of,
      any developments, services research or products of, or pertain to the business
      of, the Employer.

    


    ARTICLE
      VI

    MISCELLANEOUS

    


    6.1 Modification;
      Amendment; Waiver.
      No
      modification, amendment or waiver of any provisions of this Agreement shall
      be
      effective unless approved in writing by both parties. The failure at any time
      to
      enforce any of the provisions of this Agreement shall in no way be construed
      as
      a waiver of such provisions and shall not affect the right of either party
      thereafter to enforce each and every provision hereof in accordance with its
      terms.

    


    6.2
       Governing
      Law; Jurisdiction.
      This
      Agreement and performance under it, and all proceedings that may ensue from
      its
      breach, shall be construed in accordance with and under the laws of the State
      of
      Delaware.

     

    
      
        
        

      

      
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    6.4
       Notices.
      All
      notices and other communications under this Agreement shall be in writing and
      shall be given in person or by personal delivery, overnight delivery, or first
      class mail. certified or registered with return receipt requested, with postal
      or delivery charges prepaid, and shall be deemed to have been duly given when
      delivered personally, or three days after mailing first class, certified or
      registered with return receipt requested, to the respective persons named
      below:

    


    
      	
              If
                to the Employer:

            	
              Corporate
                Secretary

            
	 	
              Sharps
                Compliance Corp.

            
	 	
              9220
                Kirby Drive, Suite 500

            
	 	
              Houston,
                Texas 77054

            


    

    


    
      	
              If
                to the Employee:

            	
              John
                R. Grow

            
	 	
              1356
                Rainsong Cove South

            
	 	
              Cordova,
                TN 38016

            


    

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement effective as of the
      day and year indicated above.

    

      
        	
                APPROVED
                  AND AGREED:

              
	 
	
                COMPANY:
                  SHARPS COMPLIANCE CORP.

              
	 
	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	
                Chairman,
                  Compensation Committee of the Board of Directors

              
	 
	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	
                Chief
                  Executive Officer

              
	 	 
	
                EMPLOYEE:

              
	 	 
	 
	
                John
                  R. Grow

              


      

    

     

    
      
        
        

      

      
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