Contribution And Exchange Agreement

CONTRIBUTION AND EXCHANGE AGREEMENT
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This Contribution and Exchange Agreement is entered into as of the 31st day of May, 1996 by and among (1) Sharpoint Development Corporation, a Pennsylvania corporation ("SDC") which is the general partner of Tri-Point Medical L.P., a Delaware limited partnership ("LP"), (2) Robert V. Toni, J. Blount Swain, Jeffrey G. Clark, Joe B. Barefoot, Jeffery C. Basham, Jeffrey C. Leung and Anthony V. Seaber, each of whom is an employee limited partner of LP (individually, an "Employee Limited Partner," and collectively, the "Employee Limited Partners"), (3) Caratec, L.L.C., a North Carolina limited liability company ("LLC") which is a limited partner of LP, holding the limited partnership interest in LP previously owned by CRX Medical, Inc., a North Carolina corporation ("CRX"), (4) Cacoosing Partners, L.P., a Pennsylvania limited partnership, OMI Partners, L.P., a Pennsylvania limited partnership, Triangle Partners, L.P., a Pennsylvania limited partnership, F. W. Schmidt and Rolf D. Schmidt, each of which or whom is an assignee from either SDC or a prior assignee of SDC of part of SDC's economic interest in LP (individually, an "Economic Interest Assignee," and collectively, the "Economic Interest Assignees") (SDC, the Employee Limited Partners, LLC and the Economic Interest Assignees are hereinafter sometimes referred to individually as a "Partner/Assignee" and collectively as the "Partners/Assignees"), and (5) Tri- Point Medical Corporation, a Delaware corporation ("TMC") and successor to the business of LP, with reference to the following recitals:


A. SDC, the Employee Limited Partners and CRX are parties to an Amended and Restated Limited Partnership Agreement of Tri-Point Medical L.P. dated as of March 25, 1996 (the "LP Agreement").


B. This Agreement is being entered into in connection with the anticipated initial firm commitment underwritten public offering of common stock, par value $0.01 per share, of TMC ("TMC Common Stock"), with Lehman Brothers and Sands Brothers & Co., Ltd. acting as the representatives of the underwriters (the "TMC IPO").


C. The Partners/Assignees and TMC have agreed that, simultaneously with the execution and delivery by TMC of a firm commitment underwriting agreement in connection with the TMC IPO (the "Effective Time"), each Partner/Assignee will contribute, sell, assign and transfer to TMC his or its entire partnership or economic interest in LP in exchange for TMC Common Stock, all as hereinafter described.


NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:


1. Contribution and Exchange. As of the Effective Time, and without
------------------------- further action by any Partner/Assignee, TMC or any other person, each Partner/Assignee does hereby contribute, sell, assign and transfer to TMC his or its entire partnership or economic interest in LP, as the case may be, and does hereby also release LP from all obligations owing to such Partner/Assignee and from all claims which such Partner/Assignee ever had or now has against LP of any nature (including any debt obligations of LP to any Partner/Assignee), except that LP and TMC shall, subsequent to the Effective Time, remain responsible for any unpaid non-liquidating distributions owed to LLC as the successor in interest to CRX under Section 10.1(a) of the LP Agreement through the last business day immediately preceding the Effective Time. In exchange for such contribution and transfer of partnership and economic interests and release of obligations and claims, TMC shall at the Effective Time issue TMC Common Stock to the Partners/Assignees, as follows:


Number of Shares of
Name of TMC Common Stock
Partner/Assignee To Be Issued
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Sharpoint Development
Corporation 0
Robert V. Toni 720,000
J. Blount Swain 480,000
Jeffrey G. Clark 480,000
Joe B. Barefoot 360,000
Jeffery C. Basham 210,000
Jeffrey C. Leung 60,000
Anthony V. Seaber 60,000
Caratec, L.L.C. 1,776,250
Cacoosing Partners, L.P. 2,246,945
OMI Partners, L.P. 599,912
Triangle Partners, L.P. 2,246,945
F. W. Schmidt 179,974
Rolf D. Schmidt 179,974


2. Representations and Warranties of the Partners/ Assignees. SDC
--------------------------------------------------------- represents and warrants to TMC that it has been a partner in LP since LP's formation in May 1990. LLC represents and warrants to TMC that it has been a partner in LP since May 21, 1996, and that LLC received its interest in LP from CRX through a transfer approved by SDC, such interest in LP being held by CRX since LP's formation in May 1990. Each Employee Limited Partner represents and warrants to TMC that he has been an employee limited partner in LP since December 31, 1995, that his admission as an employee limited partner on that date resulted from a prior commitment by LP to him and that he is or was a key employee of TMC or LP or both. Each Economic Interest Assignee represents and warrants to TMC that he or it received his or its economic interest in LP by assignment from either SDC


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or a prior assignee of SDC and that, collectively, the Economic Interest Assignees own all of the economic interest of SDC under the LP Agreement. Each Partner/Assignee also represents and warrants to TMC that he or it ...