FORBEARANCE AGREEMENT



     THIS FORBEARANCE AGREEMENT ("Forbearance  Agreement") is entered into as of

May  14,  2002,  by  and  among  PRIMESOURCE  HEALTHCARE,   INC.  (f/k/a  LUXTEC

CORPORATION),  a  Massachusetts  corporation  (the  "Borrower"),   each  of  the

Guarantors party to the Credit Agreement defined below (the  "Guarantors"),  and

ARK CLO 2000-1,  LIMITED (the "Lender").  Capitalized  terms used herein and not

otherwise defined herein shall have the respective meanings given to them in the

Credit Agreement.



                                    RECITALS



     A. The Borrower, the Guarantors, and the Lender are parties to that certain

Amended and Restated Loan and Security  Agreement  dated as of March 2, 2001 (as

amended,  supplemented  or  otherwise  modified  from time to time,  the "Credit

Agreement").



     B. The Guarantors have  guaranteed the full and punctual  payment when due,

and the performance, of all liabilities, agreements and other obligations of the

Borrower  to  Lender  pursuant  to  separate  Amended  and  Restated   Unlimited

Guaranties,  each  dated  as  of  March  2,  2001  (collectively,   as  amended,

supplemented or otherwise modified from time to time, the "Guarantee").



     C. An Event of Default (as defined in the Credit  Agreement)  has  occurred

and is continuing under the Credit  Agreement that, among other things,  entitle

Lender to commence immediate  enforcement and collection actions  (collectively,

the "Enforcement Actions").



     D. The  Borrower and  Guarantors  have  requested  that the Lender agree to

forbear from taking any Enforcement  Actions, but only to the extent, and on the

terms set forth expressly below.



                                    AGREEMENT



     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants

contained herein, and for other good and valuable consideration, the receipt and

sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as

follows:



     1. Acknowledgments and Waivers.



          (a) The Borrower acknowledges and confirms that, as of April 30, 2002,

     the  outstanding  principal  balance  of  Revolving  Loans was no less than

     $1,275,303,  the outstanding principal balance of the Equipment Loan was no

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     less than $5,858,  and the outstanding  principal  balance of the Term Loan

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     was   no   less   than   $ 160,000     (collectively,    the   "OUTSTANDING

                              ---------

     PRINCIPAL"), together with $ 13,626  accrued  and  unpaid  interest  on the

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     Outstanding Principal (the "OUTSTANDING  INTEREST") and all costs, fees and

     expenses incurred under the Credit Agreement (the  "OUTSTANDING  FEES" and,

     together with the Outstanding Principal and the Outstanding  Interest,  the

     "CURRENT  OUTSTANDING  INDEBTEDNESS").  Borrower  agrees  that it owes  the

     Current OutstandingIndebtedness free of any offset, defense or counterclaim

     and agrees that it will not assert any set off,  defense or counterclaim to

     the  Current   Outstanding   Indebtedness.   In   addition,   the  Borrower

     acknowledges that it remains liable for (i) all interest on the Outstanding

     Principal  accruing  from  and  after  the  date  hereof  (the  "CONTINUING

     INTEREST")  and (ii) all costs,  fees and expenses  incurred from and after

     the date  hereof,  in each  case,  pursuant  to the Credit  Agreement  (the

     "CONTINUING FEES" and, together with the Current  Outstanding  Indebtedness

     and the Continuing Interest, the "OUTSTANDING INDEBTEDNESS").  The Borrower

     acknowledges and affirms its obligations under the Credit Agreement and any

     other related document executed in connection therewith.



          (b) Liens and Security Interests. The Borrower acknowledges,  ratifies

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     and reaffirms the validity and  enforceability  of the Credit Agreement and

     all liens and security interests granted thereunder to Lender as collateral

     security for the Outstanding  Indebtedness under the Credit Agreement,  and

     acknowledges that all such liens and security  interests and all collateral

     pledged as security  for the  Outstanding  Indebtedness  continue to be and

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