EXHIBIT 10.40
                           REPLACEMENT SWINGLINE NOTE

$5,000,000.00                                                     June 27, 2000


         FOR VALUE RECEIVED, the undersigned, STERILE RECOVERIES, INC., a
Florida corporation (the "Borrower"), hereby promises to pay to the order of
FIRST UNION NATIONAL BANK (the "Lender"), at the times, at the place and in the
manner provided in the Credit Agreement hereinafter referred to, the principal
sum of up to Five Million and 00/100 Dollars ($5,000,000.00), or, if less, the
aggregate unpaid principal amount of all Swingline Loans disbursed by the Lender
under the Credit Agreement referred to below, together with interest at the
rates as in effect from time to time with respect to each portion of the
principal amount hereof, determined and payable as provided in the Credit
Agreement.

         This Swingline Note is the Swingline Note referred to in, and is
entitled to the benefits of, the Credit Agreement of dated as of February 24,
1999 (as amended, modified or otherwise supplemented from time to time, and
including by reference therein the Sweep Plus Arrangement or comparable
agreement in effect from time to time, the "Credit Agreement"), by and between
the Borrower, the Guarantors party thereto, the Lender and the other financial
institutions party thereto and First Union National Bank as Agent and the other
Credit Documents referenced therein. This Swingline Note is given in amendment
to, restatement of and substitution for the Swingline Note dated February 24,
1999 in favor of the Lender under the Credit Agreement (the "REPLACED NOTE") and
evidences the same indebtedness as the Replaced Note. The Credit Agreement
contains, among other things, provisions for the time, place and manner of
payment of this Swingline Note, the determination of the interest rate borne by
and fees payable in respect of this Swingline Note, acceleration of the payment
of this Swingline Note upon the happening of certain stated events and the
mandatory repayment of this Swingline Note under certain circumstances.

         The Borrower agrees to pay on demand all costs of collection, including
reasonable attorneys, fees, if any part of this Swingline Note, principal or
interest, is collected after maturity with the aid of an attorney.

         Presentment for payment, notice of dishonor, protest and notice of
protest are hereby waived.

         THIS SWINGLINE NOTE IS MADE AND DELIVERED IN THE STATE OF NORTH
CAROLINA AND SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF
THE STATE OF FLORIDA.


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         IN WITNESS WHEREOF, the Borrower has caused this Swingline Note to be
executed under seal by its duly authorized officers as of the day and year first
above written.

                                            STERILE RECOVERIES, INC.



                                            By: /s/ D. JON MCGUIRE
                                                ----------------------------
                                            Name: D. Jon McGuire
                                                  --------------------------
                                            Title: Vice President
                                                   -------------------------