0000350557-03-000027 Sample Contracts

COMMERCIAL PLEDGE AGREEMENT
Commercial Pledge Agreement • December 11th, 2003 • Sterion Inc • Surgical & medical instruments & apparatus • Minnesota

THIS COMMERCIAL PLEDGE AGREEMENT dated November 26, 2003, is made and executed between STERION INCORPORATED (“Grantor”) and Citizens Independent Bank (“Lender”).

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COMMERCIAL SECURITY AGREEMENT
Commercial Security Agreement • December 11th, 2003 • Sterion Inc • Surgical & medical instruments & apparatus • Minnesota

References in the shaded area are for Lender’s use only and do not limit the applicability of this document to any particular loan or item. Any item above containing “***” has been omitted due to text length limitations.

STERION INCORPORATED NONQUALIFIED STOCK OPTION AGREEMENT
Sterion Incorporated • December 11th, 2003 • Sterion Inc • Surgical & medical instruments & apparatus • Minnesota

THIS AGREEMENT is entered into as of December 11, 2003 by and between STERION INCORPORATED, a Minnesota corporation (the “Company”) and [KENNETH W. BRIMMER] [GARY C. COPPERUD] (the “Participant”).

SECURITY AGREEMENT
Security Agreement • December 11th, 2003 • Sterion Inc • Surgical & medical instruments & apparatus • Minnesota

WHEREAS, the undersigned LIFESAFE SERVICES, INC., a Minnesota corporation, 13828 Lincoln Street NE, Ham Lake, Minnesota (“LifeSafe”) seeks to induce CITIZENS INDEPENDENT BANK, a Minnesota corporation, 5050 Excelsior Boulevard, St. Louis Park, Minnesota (the “Bank”) to extend credit to STERION, INC., a Minnesota corporation, 13828 Lincoln Street NE, Ham Lake, Minnesota (the “Borrower”);

ZEP PROPERTIES
Lease • December 11th, 2003 • Sterion Inc • Surgical & medical instruments & apparatus

This letter shall serve as written Memorandum expressing the Commencement and Termination dates of the term of the Lease Agreement dated December 21, 2000 due to occupancy of space.

BUSINESS LOAN AGREEMENT (ASSET BASED)
Loan Agreement • December 11th, 2003 • Sterion Inc • Surgical & medical instruments & apparatus • Minnesota

References in the shaded area are for Lender’s use only and do not limit the applicability of this document to any particular loan or item. Any item above containing …. has been omitted due to text length limitations.

UNCONDITIONAL AND CONTINUING CORPORATE GUARANTY
Unconditional and Continuing Corporate Guaranty • December 11th, 2003 • Sterion Inc • Surgical & medical instruments & apparatus

WHEREAS, the undersigned LIFESAFE SERVICES, INC., a Minnesota corporation, 13828 Lincoln Street NE, Ham Lake, Minnesota (the “Guarantor”) seeks to induce CITIZENS INDEPENDENT BANK, a Minnesota corporation, 5050 Excelsior Boulevard, St. Louis Park, Minnesota (the “Bank”) to extend credit to STERION, INC., a Minnesota corporation, 13828 Lincoln Street NE, Ham Lake, Minnesota (the “Borrower”);

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • December 11th, 2003 • Sterion Inc • Surgical & medical instruments & apparatus • Ohio

This Asset Purchase Agreement (this “Agreement”) is entered into this 26th day of November, 2003, by and among LIFESAFE SERVICES, INC., a Minnesota corporation (“Buyer”), SOS INTERNATIONAL, INC., a Delaware corporation (“SOS”), and COMPLIENT CORPORATION, a Delaware corporation (“Complient”).

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