AMENDMENT NO. 2


         THIS AMENDMENT NO. 2 (this "Amendment"), dated as of March 24, 2000, is
by and among STERILE RECOVERIES, INC., a Florida corporation (the "Borrower"),
certain Subsidiaries of the Borrower identified on the signature pages hereto
(each a "Guarantor", and collectively, the "Guarantors"), the Lenders identified
on the signature pages hereto (the "Lenders") and FIRST UNION NATIONAL BANK, as
Agent for the Lenders (the "Agent").

                              W I T N E S S E T H:

         WHEREAS, pursuant to the Credit Agreement dated as of February 24,
1999, as amended from time to time prior to the date hereof (the "Existing
Credit Agreement") among the Borrower, the Guarantors, the Lenders and the
Agent, the Lenders have extended commitments to make certain credit facilities
available to the Borrower;

         WHEREAS, the parties hereto have agreed to amend the Existing Credit
Agreement as set forth herein;

         NOW, THEREFORE, in consideration of the agreements herein contained,
the parties hereby agree as follows:

                                     PART I
                                   DEFINITIONS

                  SUBPART 1.1. Certain Definitions. Unless otherwise defined
         herein or the context otherwise requires, the following terms used in
         this Amendment No. 2, including its preamble and recitals, have the
         following meanings:

                           "Amended Credit Agreement" means the Existing Credit
                  Agreement as amended hereby.

                           "Amendment No. 2 Effective Date" is defined in
                  Subpart 3.1.

                  SUBPART 1.2. Other Definitions. Unless otherwise defined
         herein or the context otherwise requires, terms used in this Amendment,
         including its preamble and recitals, have the meanings provided in the
         Amended Credit Agreement.
<PAGE>
                                     PART II
                     AMENDMENTS TO EXISTING CREDIT AGREEMENT

         Effective on (and subject to the occurrence of) the Amendment No. 2
Effective Date, the Existing Credit Agreement is hereby amended in accordance
with this Part II. Except as so amended, the Existing Credit Agreement shall
continue in full force and effect.

                  SUBPART 2.1. Revolving Committed Amount. The definition of
         Revolving Committed Amount in Section 1.1 of the Existing Credit
         Agreement is amended and restated in its entirety to read as follows:

                           "Revolving Committed Amount" means the aggregate
                  revolving credit line extended by the Lenders to the Borrower
                  for Revolving Loans pursuant to and in accordance with the
                  terms of this Credit Agreement, in an amount up to
                  $20,000,000, as such revolving credit line may be reduced from
                  time to time in accordance with Sections 2.10.

                  SUBPART 2.2. Swingline Committed Amount. The definition of
         Swingline Committed Amount in Section 1.1 of the Existing Credit
         Agreement is amended and restated in its entirety to read as follows:

                           "Swingline Committed Amount" means $3,000,000.

                  SUBPART 2.3. Section 2.10. Section 2.10 of the Existing Credit
         Agreement is amended and restated in its entirety to read as follows:

                  SECTION 2.10 TERMINATION AND REDUCTION OF REVOLVING
         COMMITMENTS.

                           (a) Voluntary Reductions. The Revolving Commitments
                  may be terminated or permanently reduced in whole or in part
                  by the Borrower upon five (5) Business Days' prior written
                  notice to the Agent, provided that (i) after giving effect to
                  any voluntary reduction, the aggregate amount of outstanding
                  Revolving Loans shall not exceed the aggregate Revolving
                  Committed Amount, as reduced, and (ii) partial reductions
                  shall be in a minimum principal amount of $2,500,000, and in
                  integral multiples thereof. The Agent shall promptly notify
                  each affected Lender of receipt by the Agent of any notice
                  from the Borrower pursuant to this Section.

                           (b) Mandatory Reductions. On May 30, 2000, the
                  Revolving Committed Amount automatically shall be permanently
                  reduced to $15,000,000.

                           (c) General. The Borrower shall pay to the Agent for
                  the account of the Lenders in accordance with the terms of
                  Section 3.3(b), on the date of each termination or reduction
                  of the Revolving Committed Amount, the

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<PAGE>
                  Commitment Fee accrued through the date of such termination or
                  reduction on the amount of the Revolving Committed Amount so
                  terminated or reduced.

                                    PART III
                           CONDITIONS TO EFFECTIVENESS

                  SUBPART 3.1. Amendment No. 2 Effective Date. This Amendment
         shall be and become effective as of the date hereof (the "Amendment No.
         2 Effective Date") when all of the conditions set forth in this Part
         III shall have been satisfied, and thereafter this Amendment shall be
         known, and may be referred to, as "Amendment No. 2."

                  SUBPART 3.2. Execution of Counterparts of Amendment. The Agent
         shall have received counterparts (or other evidence of execution,
         including telephonic message, satisfactory to the Agent) of this
         Amendment, which collectively shall have been duly executed on behalf
         of each of the Borrower, the Guarantors, the Agent and the Lenders.

                  SUBPART 3.3. Replacement Notes. The Agent shall have received
         a replacement Revolving Note and a replacement Swingline Note which
         shall each have been duly executed on behalf of the Borrower.

                  SUBPART 3.4. Certificates of Secretary or Assistant Secretary
         of the Credit Parties. The Agent shall have received a certificate of
         the secretary or an assistant secretary of each Credit Party certifying
         (A) that attached thereto is a true and complete copy of resolutions
         duly adopted by the Board of Directors of such Credit Party authorizing
         the execution, delivery and performance of this Amendment and the Notes
         contemplated hereby and (B) as to the incumbency and genuineness of the
         signature of each officer of such Credit Party executing the Amendment
         and the Notes contemplated hereby.

                  SUBPART 3.5. Opinion of Counsel. The Agent shall have received
         favorable opinion of counsel to the Credit Parties with respect to this
         Amendment and such other matters as the Agent and its counsel shall
         request.

                  SUBPART 3.6. Fees and Expenses. There shall have been paid by
         the Borrower to the Agent, any accrued and unpaid fees due under the
         Credit Agreement (including, without limitation, legal fees and
         expenses).

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<PAGE>
                                     PART IV
                                  MISCELLANEOUS

                  SUBPART 4.1. Cross-References. References in this Amendment to
         any Part or Subpart are, unless otherwise specified, to such Part or
         Subpart of this Amendment.

                  SUBPART 4.2. Instrument Pursuant to Existing Credit Agreement.
         This Amendment is a Credit Document executed pursuant to the Existing
         Credit Agreement and shall (unless otherwise expressly indicated
         therein) be construed, administered and applied in accordance with the
         terms and provisions of the Existing Credit Agreement.

                  SUBPART 4.3. References in Other Credit Documents. At such
         time as this Amendment No. 2 shall become effective pursuant to the
         terms of Subpart 3.1, all references in the Existing Credit Agreement
         to the "Agreement" and all references in the other Credit Documents to
         the "Credit Agreement" shall be deemed to refer to the Existing Credit
         Agreement as amended by this Amendment.

                  SUBPART 4.4. Affirmation of Liens. The Borrower and the
         Guarantors, as applicable, affirm the liens and security interests
         created and granted in the Existing Credit Agreement and the Credit
         Documents and agree that this Amendment shall in no manner adversely
         affect or impair such liens and security interests.

                  SUBPART 4.5. Representations and Warranties. The Borrower and
         the Guarantors hereby represent and warrant as follows:

                           (i) Each Credit Party has taken all necessary action
                  to authorize the execution, delivery and performance of this
                  Amendment.

                           (ii) This Amendment has been duly executed and
                  delivered by the Credit Parties and constitutes each of the
                  Credit Parties' legal, valid and binding obligations,
                  enforceable in accordance with its terms, except as such
                  enforceability may be subject to (i) bankruptcy, insolvency,
                  reorganization, fraudulent conveyance or transfer, moratorium
                  or similar laws affecting creditors' rights generally and (ii)
                  general principles of equity (regardless of whether such
                  enforceability is considered in a proceeding at law or in
                  equity).

                           (iii) No consent, approval, authorization or order
                  of, or filing, registration or qualification with, any court
                  or Governmental Authority or

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<PAGE>
                  third party is required in connection with the execution,
                  delivery or performance by any Credit Party of this Amendment.

                           (iv) The representations and warranties of the Credit
                  Parties set forth in Article VI of the Amended Credit
                  Agreement are true and correct in all material respects as of
                  the date hereof.

                           (v) No Default or Event of Default exists under the
                  Existing Credit Agreement on and as of the date hereof after
                  giving effect to the amendments contained herein.

                           (vi) No Credit Party, to the best of its knowledge,
                  has any counterclaims, offsets, credits or defenses to the
                  Credit Documents and the performance of its obligations
                  thereunder.

                  SUBPART 4.6. Acknowledgment. The Guarantors (i) acknowledge
         and consent to all of the terms and conditions of this Amendment, (ii)
         affirm all of their obligations under the Credit Documents and (iii)
         agree that this Amendment and all documents executed in connection
         herewith do not operate to reduce or discharge the Guarantors'
         obligations under the Amended Credit Agreement or the other Credit
         Documents.

                  SUBPART 4.7. Counterparts. This Amendment may be executed by
         the parties hereto in several counterparts, each of which shall be
         deemed to be an original and all of which shall constitute together but
         one and the same agreement.

                  SUBPART 4.8. Governing Law. THIS AMENDMENT SHALL BE DEEMED TO
         BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE
         OF FLORIDA WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES
         THEREOF.

                  SUBPART 4.9. Successors and Assigns. This Amendment shall be
         binding upon and inure to the benefit of the parties hereto and their
         respective successors and assigns.



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Each of the parties hereto has caused a counterpart of this Amendment to be duly
executed and delivered as of the date first above written.

BORROWER:                              STERILE RECOVERIES, INC.,
--------                               a Florida corporation



                                       By: s/ James T. Boosales
                                           ____________________________________

                                       Name:  James T. Boosales
                                            __________________________________

                                       Title: Executive Vice President
                                             _________________________________


GUARANTOR:                             REPAK SURGICAL ENTERPRISES, INC.,
---------                              an Ohio corporation



                                       By: s/ James T. Boosales
                                          ____________________________________

                                       Name:  James T. Boosales
                                             __________________________________

                                       Title: Executive Vice President
                                             _________________________________


LENDER:                                FIRST UNION NATIONAL BANK
------                                 individually in its capacity as
                                       a Lender and in its
                                       capacity as Agent



                                       By: s/ Authorized Officer
                                          ____________________________________

                                       Name:  Authorized Officer
                                            __________________________________
                                       Title:_________________________________
<PAGE>
STATE OF NORTH CAROLINA

COUNTY OF_______________________________



         The foregoing instrument was acknowledged before me this _____ day of
___________, 2000 by _______________________________, as an officer of the
companies set forth on the signature pages attached hereto. He personally
appeared before me and is personally known to me or produced ___________________
as identification.


                                       Notary:__________________________________
         [NOTARIAL SEAL]               Print Name:______________________________
                                       Notary Public, State of North Carolina
<PAGE>
STATE OF NORTH CAROLINA

COUNTY OF MECKLENBURG



         The foregoing instrument was acknowledged before me this _____ day of
__________, 2000 by _______________________________, _________________ of First
Union National Bank, a national banking association. He/she personally appeared
before me and is personally known to me or produced ___________________ as
identification.


                                            Notary:_____________________________
         [NOTARIAL SEAL]                    Print Name:_________________________
                                            Notary Public, State of Mecklenburg