8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)

October 31, 2008 (October 27, 2008)

Commission File No. 000-22390

SHARPS COMPLIANCE CORP.

(Exact Name Of Registrant As Specified In Its Charter)

Delaware (State Or Other Jurisdiction Of Incorporation Or Organization) 74-2657168 (IRS Employer Identification No.)

9220 Kirby Drive, Suite 500

Houston, Texas 77054

(Address Of Principal Executive Offices)

Registrant’s Telephone Number, Including Area Code)

713-432-0300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory arrangements of Certain Officers

Item 5.02(c). Appointment of Principal Officer.

On October 31, 2008, Sharps Compliance Corp. (the "Company" or “Sharps”) announced the appointment of John “Randy” Grow as the Company’s President and Chief Operating Officer. Mr. Grow has been a member of the Company’s Board of Directors since October of 2005 and will remain a member of the Board.

Mr. Grow was one of the founding members and President of Accredo Health, Inc., a specialty provider of biopharmaceuticals and services. Under his leadership, Accredo grew to a $1.5 billion company after its initial public offering in 1999 until it was acquired by Medco Health Solutions. Prior to his career with Accredo Health, Mr. Grow was a Vice President with Caremark  Homecare, a home infusion service provider and American Hospital Supply, a manufacturer & distributor of surgical supplies.

A copy of the press release issued by the Company is attached hereto as Exhibit 99.1.

Mr. Grow executed an employment agreement with the Company, pursuant to which he agreed to serve as the President and Chief Operating Officer of the Company. The term of the agreement is for two (2) years and may be extended for a one (1) year period should the Company and Mr. Grow mutually agree in writing.The employment agreement is effective as of October 27, 2008 and provides that Mr. Grow will receive an annual base salary of $260,000 (payable at the bi-weekly rate of $10,000). In accordance with the appointment, Mr. Grow received a grant of 300,000 restricted shares of the Company's common stock on October 27, 2008. The restricted shares are unregistered and were not issued under the Sharps Compliance 1993 Stock Plan.  The restricted share grant vests over a two (2) year period as follows: 50,000 of the shares shall vest on March 1, 2009 and 12,500 of the shares shall vest on the 1^st day of each month for twenty (20) months beginning April 2009, if, and only if, Mr. Grow remains an employee of the Company from the date hereof until each respective vesting date. The employment agreement also provides for (i) severance of three (3) months (paid on a bi-weekly basis over the severance period) should Mr. Grow be terminated without cause. The employment also includes customary non-competition and confidentiality provisions. Mr. Grow is eligible for bonuses at the sole discretion of the Board of Directors of the Company.

Mr. Grow is no longer eligible to participate in the Non-Employee Board of Director Compensation Plan other than any restricted stock awards previously granted to Mr. Grow will continue to vest and not be subject to forfeiture.

The complete text of the employment and restricted stock award agreements are attached as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.

Item 5.02(e). Compensatory Arrangements of Certain Officers.

The information set forth in Item 5.02(c) above is hereby incorporated by reference.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.  

Exhibit No.	Description
10.1	Employment Agreement between Sharps Compliance and John R. Grow
10.2	Restricted Stock Award Agreement between Sharps Compliance and John R. Grow

Exhibit No.	Description
99.1	Press Release announcing the appointment of John R. Grow as President and Chief Operating Officer

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SHARPS COMPLIANCE CORP.
By:	/s/ David P. Tusa
	Executive Vice President , Chief Financial Officer and Business Development

Dated: October 31, 2008

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EX-10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) is effective this 27^th day of October, 2008 (the “Effective Date”), by and between Sharps Compliance Corp, a Delaware corporation, with principal offices located at 9220 Kirby Drive, Suite 500, Houston, Texas 77054 (hereinafter referred to as "Employer"), and John R. Grow (hereinafter referred to as "Employee").

WITNESSETH:

WHEREAS, the Employee is currently a member of the Board of Directors of Employer;

WHEREAS, (i) the Employer is desirous of appointing the Employee as President and Chief Operating Officer with Employee continuing as a member of the Board of Directors of Employer and (ii) the Employee is desirous to undertake such responsibilities;

NOW, THEREFORE, in consideration of the foregoing premises, the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DUTIES

1.1Duties. During the Term of Employment (as defined below), the Employer agrees to employ Employee as President and Chief Operating Officer and the Employee agrees to serve the Employer in such capacity upon the terms and subject to the conditions set forth in this Agreement.

1.2Extent of Duties. The Employee shall devote substantially all of his business time, energy and skill to the affairs of the Employer as the Employer working under the direction of the Chief Executive Officer and the Board of Directors of the Company.

ARTICLE II

TERM OF EMPLOYMENT

2.1The term of this Employment Agreement will begin on the date hereof and will continue for two (2) years hereafter (the “Initial Term of Employment”). This Agreement may be extended for a one (1) year period at the end of the Initial Term of Employment should both Employer and Employee mutually agree upon such extension and such extension be evidenced in writing at least thirty (30) days in advance of the end of the Initial Term of Employment.

ARTICLE III

COMPENSATION

3.1Annual Base Compensation. As compensation for services rendered under this Agreement, Employee shall be entitled to receive from the Employer an annual base salary (before standard deductions) of $260,000 during the Term of Employment. Employees’ annual base salary shall be payable on a bi-weekly basis and in accordance with the prevailing practice and policy of the Employer.

3.2Benefits. Employee shall be entitled to participate in the Employer’s group benefit plan as shown on the attached Benefits Plan Summary. Employee will also be entitled to, (i) the use, during the term of Employee’s employment, of a furnished residence (the selection of such being mutually-agreed between Employer and Employee) paid for by the Employer, (ii) two (2) Employer-paid round-trips per month to Employee’s residence during the term of Employee’s employment and (iii) a grant of 300,000 restricted and unregistered shares of Employer common stock under the terms and conditions set forth in the attached Restricted Stock Award Agreement.

Employee recognizes and agrees that he is no longer eligible to participate in the Non-Employee Board of Director Compensation Plan other than any restricted stock awards previously granted to Employee will remain the property of the Employee and will not be subject to forfeiture.

Employee is eligible for bonuses as the sole discretion of the Board of Directors.

ARTICLE IV

TERMINATION

4.1Termination by the Employer Without Cause. Subject to the provisions of this Section 4.1, this Agreement may be terminated by the Employer without cause upon thirty (30) days prior written notice thereof given to Employee. In the event of termination pursuant to this Section 4.1, (a) the Employer shall continue to pay Employee his then effective base salary under Section 3.1 hereof and all benefits under Sections 3.2 hereof for a full three (3) month period, and (b) any unvested and outstanding stock options or restricted stock held by Employee shall become fully vested and exercisable. Payment or performance by the Employer in accordance with this Section shall constitute Employee's full severance pay and the Employer shall have no further obligation to Employee arising out of such termination.

4.2Termination by the Employer for Cause. The Employer may terminate this Agreement at any time if such termination is for "cause" (as defined below), by delivering to Employee written notice describing the cause of termination thirty (30) days before the effective date of such termination and by granting Employee at least thirty (30) days to cure the cause. In the event the employment of Employee is terminated for "cause", Employee shall be entitled only to (i) the base salary earned pro rata to the date of such termination with no entitlement to any base salary continuation payments or benefits continuation (except as specifically provided by the terms of an employee benefit plan of the Employer) and (ii) stock options and/or restricted stock that has vested through the date of termination for cause. Except as otherwise provided in this Agreement, the determination of whether Employee shall be terminated for "cause" shall be made by the Board of Directors of the Employer, in reasonable exercise of its business judgment, and shall be limited to the occurrence of the following events:

a) Conviction of or a plea of nolo contendere to the charge of a felony (which, through lapse of time or otherwise, is not subject to appeal);

b) Willful refusal without proper legal cause to perform, or gross negligence in performing, Employee's duties and responsibilities;

c) Material breach of fiduciary duty to the Employer through the misappropriation of funds or property of the Employer or its subsidiaries; or

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d) The unauthorized absence of Employee from work (other than for sick leave or disability) for a period of 30 working days or more during any period of 45 working days during the Term of Employment.

4.3Termination Upon Death or Permanent Disability. In the event that Employee dies, this Agreement shall terminate upon the Employee's death. Likewise, if the Employee becomes unable to perform the essential functions of the position, with or without reasonable accommodation, on account of illness, disability, or other reason whatsoever for a period of more than one (1) month, this Agreement shall terminate effective upon such incapacity, and Employee (or his legal representatives/trust) shall be entitled only to the base salary earned pro rata to the date of such termination with no entitlement to any base salary continuation payments or benefits continuation.

4.4Voluntary Termination by Employee. Employee may terminate this Agreement at any time upon delivering thirty (30) days written notice of resignation to the Employer. In the event of such voluntary termination, Employee shall be entitled to (i) his base salary earned pro rata to the date of his resignation (but no base salary continuation payments or benefits continuation) and (ii) stock options and/or restricted stock that has vested through the date of voluntary termination

ARTICLE V

CONFIDENTIAL INFORMATION AND NONCOMPETITION

5.1Nondisclosure. During the term of Agreement and thereafter, Employee shall not, without the prior written consent of the Board of Directors, disclose or use for any purpose (except in the course of his employment under this Agreement and in furtherance of the business of the Employer) confidential information or proprietary data of the Employer (or any of its subsidiaries), except as required by applicable law or legal process, provided, however, that confidential information shall not include any information known generally to the public or ascertainable from public or published information (other than as a result of unauthorized disclosure by Employee) or any information of a type not otherwise considered confidential by persons engaged in the same business or a business similar to that conducted by the Employer (or any of its subsidiaries).

5.2Noncompetition. The Employer and Employee agree that the services rendered by Employee hereunder are unique and irreplaceable. Employee hereby agrees that, during the Term of Employment and for a period of twelve (12) months thereafter, Employee shall not (except in the course of his employment under this Agreement and in furtherance of the business of the Employer or any of its subsidiaries), (i) engage in as principal, consultant or employee in any segment of a business of a Employer, partnership or firm ("Business Segment") that is directly competitive with any business of the Employer in one of its major commercial or geographic markets or (ii) hold an interest (except as a holder of less than 5% interest in a publicly traded firm or mutual funds, or as a minority stockholder or unitholder in a form not publicly traded) in a company, partnership or firm with a Business Segment that is directly competitive, without the prior written consent of the Employer.

5.3Validity of Noncompetition. The foregoing provisions of Section 5.2 shall not be held invalid because of the scope of the territory covered, the actions restricted thereby, or the period of time such covenant is operative. Any judgment of a court of competent jurisdiction may define the maximum territory, the actions subject to and restricted by Section 5.2 and the period of time during which such agreement is enforceable.

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5.4Noncompetition Covenants Independent. The covenants of the Employee contained in Section 5.2 will be construed as independent of any other provision in this Agreement; and the existence of any claim or cause of action by the Employee against the Employer will not constitute a defense to the enforcement by the Employer of said covenants. The Employee understands that the covenants contained in Section 5.2 are essential elements of the transaction contemplated by this Agreement and, but for the agreement of the Employee to Section 5.2, the Employer would not have agreed to enter into such transaction. The Employee has been advised to consult with counsel in order to be informed in all respects concerning the reasonableness and propriety of Section 5.2 and its provisions with specific regard to the nature of the business conducted by the Employer and the Employee acknowledges that Section 5.2 and its provisions are reasonable in all respects.

5.5Confidential and Proprietary Information. Confidential and Proprietary Information shall include, without limitation, matters of a technical nature, such as know-how, formula, computer programs, software and documentation, secret processes or machines, inventions, research projects, plans for further development and matters of a business nature, such as information about costs, profits, markets, sales lists of customers, and business data regarding customers, salaries and other personnel data, and any other information of a similar nature to the extent not available to the public.

The Employee shall promptly disclose to the Employer or its designee any and all ideas, inventions, improvements, discoveries, developments, innovations, or works of authorship (hereinafter referred to as the "Inventions"), whether patentable or unpatentable, copyrightable or uncopyrightable, made, created, developed, discovered, worked on or conceived by the Employee, either solely or jointly with others, whether or not reduced to drawings, written description, documentation, models or other intangible form, during the Term of Employment and for a period of six (6) months thereafter that relate to, or arise out of, any developments, services research or products of, or pertain to the business of, the Employer.

ARTICLE VI

MISCELLANEOUS

6.1Modification; Amendment; Waiver. No modification, amendment or waiver of any provisions of this Agreement shall be effective unless approved in writing by both parties. The failure at any time to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of either party thereafter to enforce each and every provision hereof in accordance with its terms.

6.2 Governing Law; Jurisdiction. This Agreement and performance under it, and all proceedings that may ensue from its breach, shall be construed in accordance with and under the laws of the State of Delaware.

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6.4 Notices. All notices and other communications under this Agreement shall be in writing and shall be given in person or by personal delivery, overnight delivery, or first class mail. certified or registered with return receipt requested, with postal or delivery charges prepaid, and shall be deemed to have been duly given when delivered personally, or three days after mailing first class, certified or registered with return receipt requested, to the respective persons named below:

If to the Employer:	Corporate Secretary
	Sharps Compliance Corp.
	9220 Kirby Drive, Suite 500
	Houston, Texas 77054

If to the Employee:	John R. Grow
	1356 Rainsong Cove South
	Cordova, TN 38016

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the day and year indicated above.

APPROVED AND AGREED:
COMPANY: SHARPS COMPLIANCE CORP.
By:
Name:
Title:	Chairman, Compensation Committee of the Board of Directors
By:
Name:
Title:	Chief Executive Officer
EMPLOYEE:
John R. Grow

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EX-10.2

SHARPS COMPLIANCE CORP.

RESTRICTED STOCK AWARD AGREEMENT

THIS AGREEMENT is made as of this 27th day of October 2008, by and between Sharps Compliance Corp., a Delaware corporation (the “Company”), and John R. Grow (“Grow”).

The Company, in conjunction with the execution of the Employment Agreement effective October 27, 2008, hereby grants the following stock award to Grow, which award shall have the terms and conditions set forth in this Agreement:

1.        Award

The Company, effective as of the date of this Agreement, hereby grants to Grow a restricted stock award of 300,000 unregistered shares (the “Shares”) of common stock, par value $.01 per share, of the Company (the “Common Stock”), subject to the terms and conditions set forth herein. This award is not granted under the Company’s 1993 Stock Plan and the corresponding shares have not been registered with the Securities and Exchange Commission.

2.        Vesting

Subject to the terms and condition of this Agreement, the Shares shall vest as follows:  50,000 of the Shares shall vest on March 1, 2009 and 12,500 of the Shares shall vest on the 1^st day of each month for twenty (20) months beginning April 2009, if, and only if, Grow remains an employee of the Company from the date hereof until each respective vesting date.  Vesting of the Shares shall be accelerated to an earlier date in the event of a Change in Control of Company (as defined in the attached Exhibit A), and provided that Grow remains as an employee of the Company until the effective date of such Change in Control; all unvested Shares granted under this Agreement shall become immediately vested on the effective date of the Change in Control;

3.Restriction on Transfer

Until the Shares vest pursuant to Section 2 hereof, none of the Shares may be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or encumbered, and no attempt to transfer the Shares, whether voluntary or involuntary, by operation of law or otherwise, shall vest the transferee with any interest or right in or with respect to the Shares.

4.        Forfeiture

If Grow ceases to be an employee of the Company prior to the vesting of the Shares pursuant to Section 2 hereof, Grow’s rights to the unvested portion of the Shares shall be immediately and irrevocably forfeited.

5.        Issuance and Custody of Certificate

After any Shares vest pursuant to Section 2 hereof, the Company shall cause to be issued a certificate or certificates evidencing such vested Shares, with such certificates including an appropriate legend, determined by the Company’s transfer agent, reflecting the unregistered and restricted nature of such shares.

6.        Distributions and Adjustments

(a)  If all or any portion of the Shares vest subsequent to any change in the number or character of Shares of Common Stock (through stock dividend, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Shares of Common Stock or other securities of the Company or other similar corporate transaction or event affecting the Shares such that an adjustment is determined by the Compensation Committee of the Board of Directors (the “Committee”) to be appropriate in order to prevent dilution or enlargement of the interest represented by the Share, Grow shall then receive upon such vesting the number and type of securities or other consideration which he would have received if the Shares had vested prior to the event changing the number or character of outstanding Shares of Common Stock.

(b)  Any additional Shares of Common Stock, any other securities of the Company and any other property (except for cash dividends) distributed with respect to the Shares prior to the date the Shares vest shall be subject to the same restrictions, terms and conditions as the Shares.  Any cash dividends payable with respect to the Shares shall be distributed to Grow at the same time cash dividends are distributed to shareholders of the Company generally.

(c)  Any additional Shares of Common Stock, any securities and any other property (except for cash dividends) distributed with respect to the Shares prior to the date such Shares vest shall be promptly deposited with the Secretary or the custodian designated by the Secretary to be held in custody in accordance with Section 5(c) hereof.

7.        Taxes

(a)  In order to provide the Company with the opportunity to claim the benefit of any income tax deduction which may be available to it in connection with this restricted stock award, and in order to comply with all applicable federal or state tax laws or regulations, the Company may take such action as it deems appropriate to insure that, if necessary, all applicable federal or state income and social security taxes are withheld or collected from Grow.

(b)  Should Grow elect, in accordance with Section 83(b) of the Internal Revenue Code of 1986, as amended, to recognize ordinary income in the year of acquisition of the Shares, the Company may require at the time of such election an additional payment for withholding tax purposes (or, alternatively, proof that such withholding taxes have been paid to the Internal Revenue Service) based on the fair market value of such Shares as of the date of the acquisition of such Shares by Grow.

This Agreement shall be governed by and construed under the internal laws of the State of Delaware, without regard for conflicts of laws principles thereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first above written.

Sharps Compliance Corp.
By:
	Dr. Burton J. Kunik
Its:	Chairman and Chief Executive Officer
Employee
By:
	John R. Grow

Exhibit A

(i)          For purposes of this Agreement and this Exhibit A, a "Change in Control” of the Company shall mean:

(a)          a Change in Control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether or not the Company is then subject to such reporting requirement;

(b)         the public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) that such person has become the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding securities, determined in accordance with Rule 13d-3, excluding, however, any securities acquired directly from the Company (other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company); however, that for purposes of this clause the term “person” shall not include the Company, any subsidiary of the Company or any employee benefit plan of the Company or of any subsidiary of the Company or any entity holding shares of Common Stock organized, appointed or established for, or pursuant to the terms of, any such plan;

(c)          the Continuing Board of Directors cease to constitute a majority of the Company’s Board of Directors;

(d)         consummation of a reorganization, merger or consolidation of, or a sale or other disposition of all or substantially all of the assets of, the Company (a “Business Combination”), in each case, unless, following such Business Combination, (A) all or substantially all of the persons who were the beneficial owners of the Company’s outstanding voting securities immediately prior to such Business Combination beneficially own voting securities of the corporation resulting from such Business Combination having more than 50% of the combined voting power of the outstanding voting securities of such resulting Corporation and (B) at least a majority of the members of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the action of the Board of Directors of the Company approving such Business Combination; or

(e)          approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

(ii)          “Continuing Director” shall mean any person who is a member of the Board of Directors of the Company, while such person is a member of the Board of Directors, who is not an Acquiring Person (as defined below) or an Affiliate or Associate (as defined below) of an Acquiring Person, or a representative of an Acquiring Person or of any such Affiliate or Associate, and who (x) was a member of the Board of Directors on the date of this Agreement as first written above or (y) subsequently becomes a member of the Board of Directors, if such  person’s initial nomination for election or initial election to the Board of Directors is recommended or approved by a majority of the Continuing Directors.  For purposes of this subparagraph (ii), “Acquiring Person” shall mean any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) who or which, together with all Affiliates and Associates of such person, is the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities, but shall not include the Company, any subsidiary of the Company or any employee benefit plan of the Company or of any subsidiary of the Company or any entity holding shares of Common Stock organized, appointed or established for, or pursuant to the terms of, any such plan; and “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 promulgated under the Exchange Act.

EX-99.1

News Release

Sharps Compliance Corp., 9220 Kirby Drive, Suite 500, Houston, TX 77054

IMMEDIATE RELEASE

Sharps Compliance Corp. Announces Appointment of John R. Grow as President and Chief Operating Officer

HOUSTON, Texas, October 31, 2008 - Sharps Compliance Corp. (OTCBB: SCOM) (“Sharps” or the “Company”), a leading provider of cost-effective disposal solutions for small quantity generators of medical waste, today announced the appointment of John “Randy” Grow as the Company’s President and Chief Operating Officer, effective October 27, 2008. Mr. Grow, who has been a member of the Company’s Board of Directors since October of 2005, will retain his position on the Board. Dr. Burton Kunik will continue to hold the positions of Chairman of the Board and Chief Executive Officer.

Mr. Grow was one of the founding members and President of Accredo Health, Inc., a specialty provider of biopharmaceuticals and services. Under his leadership, Accredo grew to a $1.5 billion company after its initial public offering in 1999 until it was acquired by Medco Health Solutions. Prior to his career with Accredo Health, Mr. Grow was a Vice President with Caremark Homecare, a home infusion service provider, and American Hospital Supply, a manufacturer and distributor of surgical supplies.

Dr. Burton J. Kunik, Chairman and Chief Executive Officer of Sharps Compliance, commented, “We are facing a period of unprecedented growth in the demand for our products and services and an abundance of large sales opportunities across the nation. Not only will Randy’s extensive industry experience and knowledge help us win new customer contracts, his success in guiding rapidly growing businesses will be invaluable to the successful growth and execution of our day-to-day operations.”

Mr. Grow, President and Chief Operating Officer of Sharps Compliance, commented, “Burt’s vision and guidance have been key components to our current industry leadership position and success to-date. I believe with the strengthened senior management team that we now have in place, we are poised for accelerated sales growth and increased profitability in the second half of fiscal 2009 and beyond.”

About Sharps Compliance Corp.

Headquartered in Houston, Texas, Sharps Compliance is a leading provider of cost-effective disposal solutions for small quantity generators of medical waste and unused pharmaceuticals. The Company’s flagship product, the Sharps Disposal by Mail System®, is a cost-effective and easy-to-use solution to dispose of medical waste such as hypodermic needles, lancets and any other medical device or objects used to puncture or lacerate the skin (referred to as “sharps”). The Company also offers a number of products specifically designed for the home healthcare market and products for the safe disposal of unused pharmaceuticals, RxTakeAway™. Sharps Compliance focuses on targeted growth markets such as the pharmaceutical, retail, commercial, and hospitality markets, as well as serving a variety of additional markets. Sharps is a leading proponent and participant in the development of public awareness and solutions for the safe disposal of needles, syringes and other sharps in the community setting.

As a fully integrated manufacturer providing customer solutions and services, Sharps Compliance’s solid business model, with strong margins and significant operating leverage, and early penetration into emerging markets, uniquely positions the company for strong future growth.

More information on Sharps Compliance can be found on its website at: www.sharpsinc.com.

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Sharps Compliance Corp. Announces Appointment of John R. Grow as President and Chief Operating Officer

November 1, 2008

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For more information contact:	- OR -
David P. Tusa Executive Vice President, Chief Financial Officer & Business Development	Tammy Poblete Kei Advisors LLC Investor Relations
Phone: (713) 660-3514 dtusa@sharpsinc.com	Phone: (716) 843-3853 Email: tpoblete@keiadvisors.com

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