0001193125-03-095692 Sample Contracts

8,500,000 Shares ENCORE MEDICAL CORPORATION Shares of Common Stock ($.001 par value) UNDERWRITING AGREEMENT
Underwriting Agreement • December 17th, 2003 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
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CONSULTING AGREEMENT
Consulting Agreement • December 17th, 2003 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

This Consulting Agreement (this “Agreement”) is made on and is effective as of the 18th day of November, 2003, by and between Encore Medical Corporation, a Delaware corporation (“Encore” or the “Company”) and Galen Advisors, LLC (“Galen” or the “Consultant”).

EMPLOYMENT AGREEMENT
Employment Agreement • December 17th, 2003 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies • Texas

THIS EMPLOYMENT AGREEMENT (this “Agreement”) made and effective as of the 1st day of October, 2003, by and between ENCORE MEDICAL CORPORATION, a Delaware corporation (the “Company”), and KENNETH W. DAVIDSON (the “Employee”).

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