Exhibit 10.37

PORTIONS OF THIS EXHIBIT MARKED “[* * *]” HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND THE OMITTED PORTIONS HAVE BEEN FILED SEPARATELY IN PAPER FORM WITH THE SECURITIES AND EXCHANGE COMMISSION.

NATIONAL BRAND DISTRIBUTION AGREEMENT

This Agreement, effective June 15, 2009 (“Effective Date”), is between SRI/Surgical Express, Inc. a Florida corporation with its principal offices located at 12425 Racetrack Road, Tampa, FL 33626 hereinafter called “SUPPLIER,” and the Healthcare Supply Chain Services-Medical business unit (excluding Presource) of Cardinal Health 200, Inc. a Delaware Corporation, with offices located at 1450 Waukegan Road, McGaw Park, Illinois 60085, hereinafter called “DISTRIBUTOR.”

BACKGROUND

SUPPLIER manufactures and/or markets certain products (specifically, the “Products” as defined in Section 1 below). SUPPLIER desires to appoint DISTRIBUTOR as an authorized DISTRIBUTOR of the Products and DISTRIBUTOR desires to accept such appointment on the terms and subject to the conditions described in this Agreement.

SUPPLIER and DISTRIBUTOR agree as follows:

1.        Products Covered by this Agreement.   The products covered by this Agreement are those products manufactured by SUPPLIER bearing a SUPPLIER owned trademark and listed on Schedule “A” (the “Products”), all of which are identified herein by DISTRIBUTOR catalog number, together with the parts and components necessary for the repair and replacement thereof, and all modifications, improvements, and developments pertaining to such products, accessories and components. Products may be added to or deleted from this Agreement by mutual consent of the parties.

2.        Grant of Distributorship.   SUPPLIER hereby appoints DISTRIBUTOR as a non-exclusive distributor of the Products and DISTRIBUTOR accepts such grant for the term and on the conditions stated in this Agreement. DISTRIBUTOR agrees that, during the term of this Agreement, the Products shall be included on its master merchandise file and categorized as National Brand. SUPPLIER acknowledges and agrees that DISTRIBUTOR has no marketing or promotional obligations with regard to the Products and that DISTRIBUTOR is not prohibited from using, selling or promoting any products which are competitive with the Products, to include its Best Value Product offering.

3.        Term and Renewal.   The term of this Agreement shall begin on the Effective Date and shall continue until terminated in accordance with the provisions of the Supply and Co-Marketing Agreement between Cardinal Health 200, Inc. and SRI/Surgical Express, Inc. effective November 26, 2008 or as otherwise mutually agreed.

4.        Pricing and Payment Terms

A packing slip shall accompany each Product delivery and DISTRIBUTOR’s authorized representative shall sign the packing slip recognizing receipt. DISTRIBUTOR will be invoiced weekly for the delivery of Products.

5.        Risk of Reusable Product Loss or Damage.   DISTRIBUTOR assumes risk of loss or damage to Reusable Products delivered and retains that risk of loss until the Reusable Products are registered as returned by SUPPLIER. SUPPLIER tracks the Reusable Products textiles with RFID tags to maintain an accurate inventory and testing and usage records. SUPPLIER will bear the costs of general repairs to damaged Reusable Products textiles based upon normal wear and tear. Reusable Products textiles returned damaged due to DISTRIBUTOR acts or omissions (beyond normal wear and tear) or deemed to be lost due to not being returned for an extended period of time shall be invoiced to DISTRIBUTOR at SUPPLIER’s cost.

6.        DISTRIBUTOR’s Duties

DISTRIBUTOR shall:

7.        SUPPLIER’s Duties

SUPPLIER shall:

8.        Product Warranties, Indemnification, Liability Limitation and Insurance.   SUPPLIER warrants that the goods delivered shall be in compliance in all material respects with all applicable local, state and federal laws and regulations, including, without limitation, those of the FDA, and the goods will have all applicable Section 510(k) and other governmental approvals.

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 7, SUPPLIER MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY GOODS PROVIDED TO DISTRIBUTOR OR ANY OF ITS CUSTOMERS PURSUANT TO THIS ORDER. UNDER NO CIRCUMSTANCES WILL SUPPLIER BE LIABLE TO DISTRIBUTOR, ANY CUSTOMER OR BUYER, OR ANY OTHER PARTY FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMIATION, LOST BUSINESS, PROFITS OR DAMAGES ARISING FROM LOSS OF GOODWILL

SUPPLIER and DISTRIBUTOR agree to comply with the Indemnification, Liability Limitation and Insurance provisions as executed in Section 4.2, 4.3 and 5, respectively, of the Supply and Co-Marketing Agreement executed between Cardinal Health 200, Inc. and SRI/Surgical Express, Inc. on November 26, 2008.

9.        Termination.   Either party shall have the right to terminate this Agreement on written notice if the other (a) commits or suffers any act of bankruptcy or insolvency, or (b) fails to cure any material breach of the provisions of this Agreement within thirty (30) days after written notice of such breach. In addition, each party shall have the right to terminate this Agreement, with or without cause, upon ninety (90) days written notice to the other party.

10.        Procedures on Termination.   Upon termination or expiration of this Agreement, for whatever reason, SUPPLIER shall continue to honor DISTRIBUTOR’s orders for Products up to the effective date of termination, and DISTRIBUTOR shall pay for such Products on the terms and conditions of this Agreement. If this Agreement terminates before the Supply and Co-Marketing Agreement terminates, SUPPLIER shall continue to honor DISTRIBUTOR’s orders for Products for sixty (60) days after the effective termination date of this Agreement.

11.        Force Majeure.   Neither party shall be responsible for any delay, failure or omission due to any cause that is beyond its reasonable control, is not due to its own negligence, and cannot be overcome with the exercise of due diligence, including, without limitation, war, riots, fires, floods, storms, lightning, epidemics, earthquakes, hostilities, labor disturbances, expropriation or confiscation of properties, interference by civil or military authorities, or acts of God.

12.        Confidential Information:   SUPPLIER and DISTRIBUTIOR agree to comply with the Confidentiality provision executed in Section 8.1 “Restricted Information” of the Supply and Co-Marketing Agreement between Cardinal Health 200, Inc, and SRI/Surgical Express, Inc. executed on November 26, 2008

14.        Assignment.   This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, provided, however, that neither party shall have the right to assign its interest in this Agreement without the prior written authorization of the other party.

15.        Counterparts.   For convenience of the parties hereto, this Agreement may be executed in one or more counterparts, each of which shall be deemed an original for all purposes.

IN WITNESS WHEREOF, the parties have by their duly authorized officers executed this Agreement as of the Effective Date.

SRI / Surgical Express, Inc.

By:      /s/ Gerald Woodard                                      

Title:    CEO                                                             

Date:    February 3, 2010                                         

CARDINAL HEALTH 200, INC., through and for its

Medical Supply Chain business unit (excluding Presource)

By:      Robert D. Wagner                                        

Title:    Vice President, Global Sourcing                    

Date:    February 8, 2010                                        

SRI/Surgical Express, Inc.

Schedule A

Product List & Prices

SRI/Surgical Express, Inc.

Schedule A

Product List & Prices