Albert J. Henry - Page 6

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          Hendrickson.  Later, the department expanded to approximately 50            
          people.                                                                     
               In general, Henry considered Hendrickson to be competent,              
          diligent, and responsible.  Henry believed Hendrickson would                
          apprise him of important financial matters within the ambit of              
          the accounting department.  Also, Henry socialized with                     
          Hendrickson once every couple of months, as well as having lunch            
          with him on a regular basis.  Otherwise, Henry did not regularly            
          socialize with the other officers and directors of IMED.                    
               IMED also maintained outside auditors, Arthur Young & Co.              
          (Arthur Young), which performed audits of the financial                     
          statements at the end of the fiscal year.  From 1974 until 1980,            
          the principal contact at Arthur Young was Kim Rutledge                      
          (Rutledge), an accountant.  Rutledge primarily had contact with             
          Hendrickson and his predecessor at IMED.                                    
               On March 1, 1981, Henry became a member of IMED's board of             
          directors (the board) and remained in that position until August            
          1982.  When Henry joined the board, Cramer, Boynton, Monaghan,              
          and two other individuals were on it.  On occasion, prior to                
          joining the board, Henry would present financial statements for             
          review and brief the directors on company operations.                       
          IMED Stock Options                                                          
               IMED instituted a stock option plan that it granted to                 
          certain employees.  The stock options granted were intended to              
          enable employees to participate in IMED's growth and prosperity.            



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