AGREEMENT

    


    THIS
      LETTER AGREEMENT (“AGREEMENT), made and entered into effective on December 26,
      2007 by and between Sharps Compliance Corp., a Delaware corporation, having
      its
      principle office at 9220 Kirby Drive, Suite 500, Houston, TX 77054 (hereinafter
      referred to as the “Company”), and Claude A. Dance (hereinafter referred to as
      the “Executive”) is a supplement to the binding offer letter entered into
      between The Company and Executive, a copy of which is attached as an
      Exhibit.

    


    WITNESSETH

    


    For
      and
      in consideration of the mutual promises and covenants herein contained, and
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the Company and Executive agree as follows:

    


    CONFIDENTIAL
      INFORMATION

    


    Executive
      acknowledges that in and as a result of his employment, he will be making use
      of, acquiring, and/or adding to confidential information of a special and unique
      nature and value relating to such matters as the Company's trade secrets,
      systems, procedures, manuals, confidential reports, and lists of clients,
      ("Confidential Information"). As a material inducement to the Company to enter
      into this Agreement and to pay to Executive the compensation and benefits stated
      herein, Executive covenants and agrees that he shall not, at any time during
      or
      for three (3) years following the term of his employment, directly or
      indirectly, divulge or disclose for any purpose whatsoever any Confidential
      Information that has been obtained by, or disclosed to, him as a result of
      his
      employment by the Company. In the event of a breach or threatened breach by
      Executive of any of the provisions of this paragraph, the Company, in addition
      to and not in limitation of, any other rights, remedies, or damages available
      to
      the Company at law or in equity, shall be entitled to a permanent injunction
      in
      order to prevent or restrain any such breach by Executive or Executive's
      partners, agents, representatives, servants, employers, employees, and/or any
      and all persons directly or indirectly acting for or with him. This section
      shall not apply to the extent information, (i) is generally available to the
      public or otherwise was part of public domain at the time of disclosure, (ii)
      became generally available to the public after disclosure through no act or
      omission of Executive, (iii) was disclosed to Executive by a third party who
      had
      no obligation to restrict disclosure, and (iv) Executive can show that such
      information was independently developed by Executive without use of any
      Confidential Information.

    


    RESTRICTIVE
      COVENANT

    


    Executive
      acknowledges that the services he is to render are of a special and unusual
      character with a unique value to the Company, the loss of which cannot
      adequately be compensated by damages in an action at law. In view of the unique
      value to the Company of the services of Executive for which the Company has
      contracted hereunder, because of the confidential information Company promises
      to disclose to Executive, as hereinabove set forth, and as a material inducement
      to the Company to enter into this Agreement and to pay to Executive the
      compensation stated herein as well as any additional benefits stated herein,
      Executive covenants and agrees as follows:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    For
      the
      period commencing with the date of the Agreement and ending twelve (12)
      months following
      the termination of this Agreement (“Severance Period”), for whatever reason, the
      Executive agrees that he will not directly or indirectly, for his own account
      or
      for the account of others, whether as principal or agent or through the agency
      of any corporation, partnership, association or other business entity, engage
      in
      any business activity which shall be in direct competition to any material
      business of the Company. For purposes hereof, a business will be deemed, until
      proven otherwise, to be in direct competition if it involves the sale of
      products used for the disposal or destruction of medical sharps or any other
      products or services marketed by the Company or its subsidiaries and affiliates.
      Executive agrees further that, for a period commencing with the date of this
      Agreement and ending twelve (12) months following termination of this Agreement,
      for whatever reason, Executive shall not, directly or indirectly, make known
      to
      any person, firm or corporation, the names and addresses of any clients,
      customers, employees or independent contractors of the Company or any other
      information pertaining to them nor call on, solicit, take away, contract with,
      employ or hire or attempt to call on, solicit, take away, contract with, employ
      or hire any of the clients, customers, employees or independent contractors
      of
      the Company, including, but not limited to, those upon whom the Executive called
      or with whom he became acquainted during the performance of the services
      pursuant to this Agreement, whether for personal purposes or for any other
      person, firm or corporation. Nothing contained in this Section shall prohibit
      the Executive from purchasing and holding as an investment not more than 5%
      of
      any class of the issued and outstanding and publicly traded capital stock of
      any
      such corporation which conducts a business in competition with the business
      of
      the Company. Should the foregoing covenant not to compete be held invalid or
      unenforceable because of the scope of the actions restricted thereby, or the
      period of time within which such agreement is operative in the judgment of
      a
      court of competent jurisdiction, the parties agree that and hereby authorize
      such court to define the maximum actions subject to and restricted by this
      Section and the period of time during which such agreement is enforceable.
      The
      provisions of this Section shall be applicable for the period indicated,
      regardless of termination of this Agreement for any reason prior to expiration
      of such period. 

    


    TERMINATION
      FOR CAUSE

    


    Notwithstanding
      any other provision hereof, the Company or Executive may terminate Executive's
      employment under this Agreement at any time for cause. For purposes hereof,
      the
      term “cause" shall include, without limitation, the inability of the Executive,
      through sickness or other incapacity, to perform his duties under this Agreement
      for a period in excess of one hundred eighty (180) substantially consecutive
      days; conviction of a crime; or a material breach of this Agreement. If
      Executive is terminated for cause, Executive shall not receive any severance
      benefits under this Agreement. Nothing in this paragraph shall affect the
      employment at-will relationship of Executive, and this paragraph relates solely
      to Executive’s entitlement to severance benefits upon his separation of
      employment.

    


    TERMINATION
      WITHOUT CAUSE

    


    Notwithstanding
      any other provision hereof, the Company may terminate this Agreement without
      cause. In the event the Company terminates this Agreement without cause pursuant
      to this paragraph, the Company shall pay Executive, six (6) months of his annual
      base salary. This would be accomplished by keeping the Executive on the Company’s
      payroll over such six (6) month period (versus a lump sum payment). Executive
      is
      also entitled to the same benefits at time of termination, until the earlier
      of
      the end of severance period or upon employment with another employer. Payment
      by
      the Company in accordance with this paragraph shall constitute Executive's
      full
      severance pay and the Company shall have no further obligation to Executive
      arising out of or subsequent to such termination. Nothing in this paragraph
      shall affect the employment at-will relationship of Executive, and this
      paragraph relates solely to Executive’s entitlement to severance benefits upon
      his separation of employment.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
INDEMNIFICATION

    


    The
      Company shall indemnify and hold Executive harmless from any and all claims
      (whether in court or before a regulatory or administrative body), liabilities,
      damages and expenses, including without limitation reasonable attorneys' fees
      incurred by Executive or his agents, arising out of or related to the acts
      or
      omissions of Executive in the provision of services or performance of duties
      under this Agreement. This indemnification section shall survive and continue
      in
      full force and effect after the expiration of this Agreement.

    


    MISCELLANEOUS

    


    The
      laws
      of the State of Texas shall govern the validity, construction, and enforcement
      of this Agreement and the rights and obligations of the Parties hereunder.
      The
      prevailing party in any dispute hereunder, in addition to actual damages and
      any
      other legal or equitable remedies to which it may be entitled, shall be entitled
      to recover reasonable attorney fees and costs from the non-prevailing
      party.

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement the day and year
      first
      above written.

     

    
      	 	
              EXECUTIVE:

            	 
	 	 	 	 
	 	
                           
                

            	 
	 	
              Executive

            	 
	 	 	 	 
	 	
                                   
                

            	 
	 	
              Date

            	 
	 	 	 	 
	 	 	 	 
	
               

            	 	 	 
	
               

            	
              COMPANY:

            	 
	 	 	 	 
	 	
              By:

            	
                                
                

            	 
	 	
              David
                P. Tusa

            	 
	 	
              Executive
                Vice President, CFO & Business Development

            
	 	 
	 	
              Date: