PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT(as amended, supplemented or modified from time to time, this "Agreement"), dated as of December 15, 2000, is among BAX GLOBAL INC.("BAX"), a Delaware corporation, as initial Servicer ( in such capacity, the" Servicer") and as an Originator(BAX, and together with each of the other Person that from time to time becomes an Originator pursuant to Section 4.3 hereof, collectively, the "Originators" and each, individually, an "Originator") and BAX FUNDING CORPORATION, a California corporation(the "Company"), as purchaser and contributee.

Definitions

Unless otherwise indicated, certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I to the Receivables Purchase Agreement of even date herewith (as amended, supplemented or otherwise modified from time to time, the "Receivables Purchase Agreement"), among the Company, BAX, as initial Servicer, LIBERTY STREET FUNDING CORP. (the "Issuer"), and THEBANK OF NOVASCOTIA, as Administrator (together with its successors and assigns, the "Administrator").

Background

1. The Company is a special purpose corporation, all of the capital stock of which is wholly-owned by BAX.

2. In order to finance their respective businesses, the Originators wish to sell certain Receivables and Related Rights from time to time to the Company, and the Company is willing, on the terms and subject to the conditions set forth herein, to purchase such Receivables and Related Rights from such Originators.

3. The Company intends to sell to Issuer an undivided variable percentage interest in its Receivables and Related Rights pursuant to the Receivables Purchase Agreement in order to finance its purchases of certain Receivables and Related Rights hereunder.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto agree as follows:

ARTICLE I

AGREEMENT TO PURCHASE AND SELL

1.1. Agreement to Purchase and Sell.

On the terms and subject to the conditions set forth in this Agreement (including Article IV), and inconsideration of the Purchase Price, each Originator agrees to sell to the Company, and does hereby sell to the Company, and the Company agrees to purchase from such Originator, and does hereby purchase from such Originator, without recourse and without regard to collectibility, all of such Originator's right, title and interest in and to:

(a) each Receivable of such Originator that existed and was owing to such Originator as of the close of such Originator's business on December 15, 2000 (the "Closing Date")(other than the Receivables and Related Rights contributed by BAX to the Company pursuant to Section 3.1(the "Contributed Receivables"));

(b) each Receivable created or originated by such Originator from the close of such Originator's business on the Closing Date to and including the Purchase and Sale Termination Date;

(c) all rights to, but not the obligations under, all Related Security;

(d) all monies due or to become due with respect to any of the foregoing;

(e) all books and records related to any of the foregoing; and

(f) all proceeds thereof(as defined in the applicable UCC) received on or after the date hereof including, without limitation, all funds which either are received by such Originator, the Company or the Servicer from or on behalf of the Obligors in payment of any amounts owed(including, without limitation, finance charges, interest and all other charges) in respect of Receivables, or are applied to such amounts owed by the Obligors (including, without limitation, insurance payments, if any, that such Originator or the Servicer (if other than Originator) applies in the ordinary course of its business to amounts owed in respect of any Receivable).

All purchases and contributions hereunder shall be made without recourse, buts hall be made pursuant to and in reliance upon the representations, warranties and covenants of each Originator set forth in this Agreement and each other Transaction Document. The Company's foregoing commitment to purchase such Receivables and the proceeds and rights described in subsections(c) through (f) of this Section 1.1 (collectively, the "Related Rights") is herein called the "Purchase Facility."

以上仅为部分，详见附件