ASSET PURCHASE AGREEMENT

 Exhibit 10.4

                            ASSET PURCHASE AGREEMENT

                                     between

                            ABC MEDICAL SUPPLY, INC.

                                   ("Seller")

                                       and

                                 TIMOTHY DILLON

                                       and

                                 DENNIS PHILLIPS

                                       and

                         LIFE CRITICAL CARE CORPORATION
                                  ("Purchaser")

                                  March 1, 1996

                                TABLE OF CONTENTS

                                                                            Page

RECITALS....................................................................  1

ARTICLE 1. PURCHASE AND SALE OF ASSETS......................................  1

     SECTION 1.1           Closing Date.....................................  1
     SECTION 1.2           Purchase and Sale of Assets......................  1
     SECTION 1.3           Excluded Assets..................................  2
     SECTION 1.4           Purchase Price...................................  2
     SECTION 1.5           Payment of Purchase Price........................  2
     SECTION 1.6           Debts, Liabilities and Other Obligations
                               Assumed by Purchaser.........................  3
     SECTION 1.7           Allocation of Purchase Price.....................  4
     SECTION 1.8           Change and Use of Name...........................  4
     SECTION 1.9           Accounts Receivable..............................  4

ARTICLE 2. REPRESENTATIONS AND WARRANTIES OF SELLER,
                           DILLON AND PHILLIPS............................... 4

     SECTION 2.1           Organization and Qualification, Etc............... 4
     SECTION 2.2           Authority Relative to Agreement................... 4
     SECTION 2.3           No Breach; Consents............................... 5
     SECTION 2.4           No Material Adverse Change........................ 5
     SECTION 2.5           Title to Purchased Assets......................... 5
     SECTION 2.6           Tax Matters....................................... 6
     SECTION 2.7           Contracts and Commitments......................... 6
     SECTION 2.8           Litigation, Etc................................... 7
     SECTION 2.9           Brokerage......................................... 8
     SECTION 2.10          Insurance......................................... 8
     SECTION 2.11          Compliance with Laws.............................. 8
     SECTION 2.12          Employees......................................... 8
     SECTION 2.13          Licenses and Permits.............................. 8
     SECTION 2.14          Business Records.................................. 8
     SECTION 2.15          Environmental Matters............................. 9
     SECTION 2.16          Financial Statements.............................. 9
     SECTION 2.17          Material Misstatements or Omissions............... 9
     SECTION 2.18          Effective Date of Warranties, Representations
                                  and Covenants.............................. 9

ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF PURCHASER ..................... 10

     SECTION 3.1           Organization, Etc................................ 10
     SECTION 3.2           Authority Relative to Agreement ................. 10
     SECTION 3.3           No Breach; Consents.............................. 10
     SECTION 3.4           Litigation....................................... 11
     SECTION 3.5           Brokerage........................................ 11

ARTICLE 4. CLOSING CONDITIONS .............................................. 11

     SECTION 4.1           Closing Conditions Relating to Purchaser......... 11
     SECTION 4.2           Closing Conditions Relating to Seller............ 13

ARTICLE 5. PRE-CLOSING AGREEMENTS .......................................... 13

     SECTION 5.1           Due Diligence.................................... 13
     SECTION 5.2           Operation of Business............................ 13
     SECTION 5.3           Best Efforts..................................... 14
     SECTION 5.4           Confidentiality.................................. 14
     SECTION 5.5           Public Announcements............................. 14

ARTICLE 6. POST-CLOSING AGREEMENTS ......................................... 15

     SECTION 6.1           Indemnification and Limitation of Seller's,
                            Dillon's and Phillips' Liability................ 15
     SECTION 6.2           Further Assurances............................... 17
     SECTION 6.3           Books and Records................................ 17
     SECTION 6.4           Employees ....................................... 18

ARTICLE 7. MISCELLANEOUS ................................................... 18

     SECTION 7.1           Survival ........................................ 18
     SECTION 7.2           Termination ..................................... 18
     SECTION 7.3           Expenses ........................................ 19
     SECTION 7.4           Amendments, Waivers and Remedies................. 19
     SECTION 7.5           Notices ......................................... 20
     SECTION 7.6           Assignment ...................................... 21
     SECTION 7.7           Severability .................................... 21
     SECTION 7.8           Complete Agreement .............................. 21
     SECTION 7.9           No Third-Party Beneficiaries .................... 21
     SECTION 7.10          Waiver of Bulk Sales Act ........................ 21
     SECTION 7.11          Singular and Plural; Gender ..................... 21

                                      -ii-

     SECTION 7.12          Governing Law ................................... 21
     SECTION 7.13          Counterparts .................................... 21
     SECTION 7.14          Schedules........................................ 22
     SECTION 7.15          Headings......................................... 22
     SECTION 7.16          Further Documents................................ 22
     SECTION 7.17          Arbitration...................................... 22

     EXHIBITS AND SCHEDULES

     Exhibit 1.2           Bill of Sale and Assignment of Assets
                           Schedule A to Bill of Sale and Assignment of Assets
     Schedule 1.3          Excluded Assets
     Schedule 1.6          Liabilities Assumed
     Schedule 1.6.1        Liabilities Not Assumed
     Schedule 1.7          Allocation of Purchase Price
     Schedule 2.7          Contracts and Commitments
     Schedule 2.10         Insurance
     Schedule 2.13         Licenses and Permits
     Exhibit 4.1.1.2       Assignments of Leases
     Exhibit 4.1.1.3       Covenant Not to Compete
     Exhibit 4.1.1.6       Opinion of Counsel for Seller
     Exhibit 4.1.1.7       Articles of Transfer
     Exhibit 4.2.1.3       Assignment and Assumption Agreement

                                     -iii-

                            ASSET PURCHASE AGREEMENT

         THIS ASSET  PURCHASE  AGREEMENT (the  "Agreement")  is made and entered
into this 1st day of March,  1996 by and  between ABC MEDICAL  SUPPLY,  INC.,  a
Michigan corporation ("Seller");  and LIFE CRITICAL CARE CORPORATION, a Delaware
corporation  ("Purchaser");  and TIMOTHY DILLON, a Michigan resident  ("Dillon")
and DENNIS PHILLIPS, a Michigan resident ("Phillips").

                               W I T N E S S E T H

         WHEREAS,  Seller is engaged in the business of operating a home medical
equipment  business at  facilities  located in West  Branch,  Michigan and other
locations in Michigan (the "Business");

         WHEREAS,  Purchaser  desires to purchase,  and Seller  desires to sell,
substantially all of the assets and properties of Seller, including the goodwill
and all assets used in or  necessary  for the  operation  of the  Business,  but
excluding the assets of Wound K-Air Management  ("Wound K-Air") and as otherwise
set  forth in  Schedule  1.3,  on the  terms  and  conditions  set forth in this
Agreement; and

         WHEREAS, Dillon and Phillips (collectively, the "Stockholders") are the
sole Stockholders of Seller and will materially benefit from the consummation of
this Agreement.

         NOW, THEREFORE,  in consideration of the premises, and of the promises,
agreements,  representations  and warranties  hereinafter set forth,  Seller and
Purchaser hereby agree as follows:

                                    ARTICLE 1

                           PURCHASE AND SALE OF ASSETS

         SECTION 1.1. Closing Date.  Subject to the terms and conditions hereof,
the consummation of the transactions  described herein (the "Closing") will take
place at 10:00 a.m.,  on or prior to May 30, 1996, at the offices of Rollert and
MacNeal,  216 Cass  Street,  Traverse  City,  Michigan  49685,  or at such other
location  reasonably  selected by Purchaser upon advance notice to Seller, or at
such other time and date as the parties  mutually may  determine  (the  "Closing
Date").

         SECTION 1.2.  Purchase  and Sale of Assets.  Subject to Section 1.3, at
the Closing,  Seller will sell, convey,  transfer and deliver to Purchaser,  and
Purchaser will purchase and receive from Seller, all of the assets,  rights, and
tangible  and  intangible  property  of Seller

owned by Seller  and used in the Business on the Closing Date,  excluding the
assets of Wound K-Air and the other assets  referenced in Schedule 1.3 (all of
the assets  described in this Section 1.2 are collectively referred to as the
"Purchased Assets").  Subject to Section 1.3, the Purchased  Assets shall
include all property and assets owned by Seller and used in the  Business,  of
every  kind and  description,  wherever  located, including  all  property,
tangible  or  intangible,  real,  personal  or mixed, inventory, accounts
receivable, equipment,  improvements,  fixtures, deposits on contractual
obligations  or  otherwise,  Seller's  right to use the  name  "ABC Medical
Supply" and any derivatives or combinations  thereof,  and all books and records
of Seller relating to the Business,  including without  limitation trade secret
rights in any information,  computer hardware and software, and all trade
titles,  marketing  materials  and direct mail systems  developed to promote the
Business,  and all customer lists (past,  present and  prospective),  all as the
same shall exist on the Closing Date, including,  without limitation, the assets
and property  listed or described in the Bill of Sale and  Assignment  of Assets
(the "Bill of Sale") attached hereto as Exhibit 1.2.

         SECTION 1.3. Excluded  Assets. The Purchased  Assets shall not include
those assets of Seller,  if any, listed or described on Schedule 1.3 attached
hereto.

         SECTION 1.4. Purchase Price.  Subject to the provisions and adjustments
set forth in Section 1.5 hereof,  the purchase price (the "Purchase  Price") for
the Purchased  Assets,  and for the benefits and rights conferred upon Purchaser
hereunder,  shall be an  amount  equal to Four  Million  Five  Hundred  Thousand
Dollars ($4,500,000).

         SECTION 1.5.  Payment of Purchase  Price.  The Purchase Price
described in  Section 1.4  shall be paid as follows:

                  (i) Fifty  Thousand Dollars ($50,000) has previously been paid
to Seller to be held pending  Closing or  termination  of this Agreement in
accordance with the terms of this Agreement (the "Initial Deposit");

                  (ii) If the Closing shall not have been completed on or before
the  scheduled  Closing  Date,  the  Purchaser  shall be  entitled to extend the
Closing Date for one (1) sixty  (60)-day  extension of the Closing Date upon the
payment  of an  additional  Sixty-Seven  Thousand  Dollars  ($67,000)  for  such
extension,  payable on or prior to the original  Closing  Date (the  "Additional
Deposit")  (the  Initial  Deposit and the  Additional  Deposit are  collectively
referred to herein as the  "Deposits"),  which  Deposits shall be applied to the
Purchase Price at Closing.  Subject to the  provisions of Article 7 hereof,  the
Deposits are nonrefundable, having been paid, or to be paid, as the case may be,
to Seller by Purchaser in  consideration  of Seller taking Seller off the market
and dealing and  negotiating  exclusively  with Purchaser  regarding the sale of
Seller  through  the  earlier of the  Closing  Date or the  termination  of this
Agreement, and

                                      -2-

shall be retained by Seller and shall serve as liquidated damages in the event
the Closing  does not occur for reasons  other than those set forth in Sections
7.2.3 or 7.2.4 hereof.

                  (iii) The  balance  of the  Purchase  Price  shall  be  paid
in  cash  by  wire  transfer  of immediately  available  funds to such bank
account as shall be  designated  by Seller or, at Seller's  option,  by delivery
of a cashier's check to Seller at Closing; and

                  (iv) In  addition  to the payment of the  Purchase  Price,
Purchaser  shall  assume and agree to pay  certain  debt and trade  payables  of
Seller at Closing as set forth in Section 1.6 hereof;

                  (v) The Purchase Price is conditioned upon the book value of
the Purchased  Assets being at least equal to $650,000 as of the Closing Date
(the "Target Book Value").  To the extent the book value of the Purchased Assets
on Seller's  books is less than the Target Book Value on the Closing  Date,  the
Purchase  Price  shall be  reduced  by One  Dollar  ($1.00)  for each One Dollar
($1.00) that the actual book value is less than the Target Book Value; provided,
however,  that the book  value  shall be  estimated  in good faith by Seller and
Purchaser on the Closing Date and any adjustments  thereto following an audit by
Purchaser's  accountants shall be adjusted by payments,  within ninety (90) days
after Closing,  to Seller by Purchaser or by payments by Purchaser to Seller, as
appropriate; and

                  (vi) Following the Closing,  Purchaser agrees to reimburse to
Seller  promptly  any amounts of account  receivables  paid into the Seller's
lock-box  (which  will be  assigned  to  Purchaser  at  Closing)  on  account of
verifiable invoices issued by or on behalf of Wound K-Air.

         SECTION  1.6.  Debts,  Liabilities  and Other  Obligations  Assumed  by
Purchaser.  Purchaser  shall assume all  liabilities  relating to the  Purchased
Assets or the  operation of the Business  arising on or after the Closing  Date.
Purchaser shall also assume all those debts, obligations,  contracts,  leases or
liabilities  of Seller  which are, as at Closing,  shown or included in SCHEDULE
1.6 attached hereto (with  revisions  therein to reflect changes in the ordinary
course of business  between the effective date of this Agreement and the Closing
Date) and all debt of Seller shown or included in Seller's  books and records of
account of the  Business as ordinary and  customary  accounts  payable,  accrued
payroll  taxes not yet due to be paid,  and all  miscellaneous  other  debts and
liabilities of the type historically  shown on Seller's books, to the extent any
such items are used to compute  Target Book Value,  except  Purchaser  shall not
assume those  contracts,  debts or liabilities of Seller shown on SCHEDULE 1.6.1
of this  Agreement.  The foregoing  debts,  liabilities  and other  obligations,
specifically  excluding those which are shown on SCHEDULE 1.6.1, are hereinafter
referred to as the "Assumed  Obligations."  Seller shall hold Purchaser harmless
from, and indemnify Purchaser against, any debt, obligation,  contract, lease or
liability of

                                      -3-

Seller which is shown on SCHEDULE  1.6.1;  and Purchaser shall hold Seller
harmless from, and indemnify and defend Seller  against,  all the debts,
obligations,  contracts,  leases  or  liabilities  required  to  be  assumed  by
Purchaser pursuant to this Agreement.

         SECTION 1.7.  Allocation of Purchase Price. After due negotiation,  the
parties agree that the consideration described in Section 1.4 shall be allocated
among the Purchased Assets in the manner set forth in SCHEDULE 1.7.

         SECTION  1.8.  Change and Use of Name.  Concurrently  with the Closing,
Seller  shall  take  all  actions  required  by  the  Michigan  Corporation  and
Securities   Bureau  to  enable  Purchaser  to  receive   permission  from  such
governmental agency to use the name "ABC Medical Supply" in Michigan, and Seller
shall make no further use of such name.

         SECTION 1.9. Accounts Receivable.  A list of Accounts Receivable (i.e.,
any right to payment for goods sold or leased or for services  rendered  whether
or not they have been earned by  performance)  of Seller which shall include the
names and  addresses of the customer  from whom the Account  Receivable is owing
and the age and  respective  amount of each  such  Account  Receivable  shall be
provided by Seller to Purchaser at Closing (the "Accounts  Receivable List") and
such Accounts  Receivable shall be assigned by Seller to Purchaser at Closing as
part of the Purchased Assets.

                                   ARTICLE 2

                       REPRESENTATIONS AND WARRANTIES OF
                          SELLER, DILLON AND PHILLIPS

         As a material  inducement  to  Purchaser  to enter into and perform its
obligations under this Agreement,  Seller,  Dillon and Phillips hereby,  jointly
and severally, represent and warrant to Purchaser as follows:

         SECTION  2.1.   Organization  and  Qualification,   Etc.  Seller  is  a
corporation duly  incorporated,  validly existing and in good standing under the
laws of the State of  Michigan,  and has the  corporate  power to own,  lease or
operate  all of its  properties  and assets and to carry on the  Business as and
where it is now being  conducted.  Copies of Seller's  Articles of Incorporation
and By-Laws, previously delivered to Purchaser and certified by the Secretary of
Seller,  are true, correct and complete copies of such documents and will not be
amended  prior  to the  Closing  Date  without  the  prior  written  consent  of
Purchaser.

         SECTION  2.2.  Authority  Relative  to  Agreement.  The  Seller has the
corporate  power and  authority  to execute and deliver  this  Agreement  and to
consummate the transactions  contemplated  hereby. The execution and delivery of
this  Agreement  by  the  Seller  and  the   consummation  of  the  transactions
contemplated  on its part have been

                                      -4-

authorized  by its Board of  Directors  and stockholders.  No other  corporate
proceedings  on the part of the  Seller  are necessary to authorize the
execution and delivery of this Agreement by it or the consummation by it of the
transactions  contemplated  on its part hereby.  This Agreement  has been duly
executed and  delivered by each of Seller,  Dillon and Phillips and is a valid
and binding  agreement of Seller,  Dillon and  Phillips, enforceable in
accordance with its terms,  except as the  enforceability  may be affected  by
bankruptcy,  insolvency,  reorganization  or  other  similar  laws presently or
hereafter in effect affecting the enforcement of creditors'  rights generally.

         SECTION 2.3. No Breach; Consents. The negotiation,  execution, delivery
and  performance  of this  Agreement  by  Seller,  and the  consummation  of the
transactions  contemplated  hereby,  (a) do not and  will not  conflict  with or
result in any breach of any of the  provisions  of,  constitute a default under,
result in a violation of, result in the creation of any lien, security interest,
charge,  encumbrance or other  restriction  upon the Purchased  Assets under, or
except as  otherwise  disclosed  to Purchaser  in the  schedules  and  documents
attached hereto, or as otherwise excepted in this Agreement, do not and will not
require any authorization,  consent,  approval,  exemption or other action by or
notice to any third party, under the provisions of the Articles of Incorporation
or By-Laws of Seller or any license,  permit,  contract,  franchise,  indenture,
mortgage,  lease,  loan  agreement  or  other  agreement  (oral or  written)  or
instrument to which Seller is a party or under which its  properties  are bound,
and (b) except as otherwise  disclosed to  Purchaser as  aforesaid,  to the best
knowledge  of Seller,  do not  require  any  authorization,  consent,  approval,
exemption or other action by or notice to any court or  governmental  body under
any law, statute, rule, regulation or decree to which Seller is subject.

         SECTION 2.4. No Material  Adverse  Change.  Since  September  30, 1995,
there  has  been  no  material  adverse  change  in  the  financial   condition,
properties,  assets,  business or prospects of Seller,  including  the Purchased
Assets,  except as may have been  disclosed  by Seller to  Purchaser  in writing
prior to Closing.

         SECTION 2.5.  Title to Purchased Assets.

                  2.5.1. Seller  owns,  or  will  at  Closing  own,  good  and
marketable title,  free and clear of all liens and encumbrances  (except for the
Assumed Obligations) to all of the Purchased Assets, and on the Closing Date and
upon  conveyance,  assignment  and  delivery to  Purchaser  as provided  herein,
Purchaser shall have (subject to compliance with applicable registration, filing
and recording  requirements)  good and marketable  title, or valid,  binding and
enforceable rights as contracting party or licensee,  as the case may be, to all
the Purchased Assets,  except software licenses or, without implied  limitation,
other   agreements  or  licenses  which,   by  their  express  terms,   are  not
transferable.

                  2.5.2. To the best of Seller's knowledge,  Seller is not in
violation  of any  applicable  zoning  ordinance  or other  law,  regulation  or
requirement  relating to the

                                      -5-

operation of owned or leased  properties and Seller has not received any notice
of any such violations  within the three years prior to the date hereof.

                  2.5.3. Seller  leases,  licenses or owns all of the material
properties and assets used in the Business.

         SECTION 2.6.  Tax  Matters.  All tax returns  and related  information
required  to be filed by or on behalf of Seller  prior to the date  hereof  have
been  prepared  and filed in  accordance  with  applicable  law,  and all taxes,
interest,  penalties,  assessments or deficiencies that have become due pursuant
to such returns or any assessments or otherwise have been paid in full. All such
returns are true and correct in all material  respects.  To the best of Seller's
knowledge,  there is no unresolved claim concerning Seller's federal,  state and
local tax liabilities.

         SECTION 2.7.  Contracts and Commitments.

                  2.7.1. Attached  hereto as Schedule  2.7 is a separate
schedule  containing  an  accurate  and complete list of:

                  (i)  any  contract,   agreement,   purchase   order  or  other
         commitment  for the  purchase,  sale or  provision  to or by  Seller of
         goods,  property or services  having an  individual  value in excess of
         $5,000 or an aggregate value in excess of $50,000;

                  (ii) any pension, profit sharing, stock option, employee stock
         purchase or other plan  providing  for deferred  compensation  or other
         employee benefit plan, or any contract with any labor union;

                  (iii) any agreement or indenture  relating to the borrowing of
         money or to the mortgaging, pledging or otherwise placing a lien on any
         material asset or material group of assets of Seller;

                  (iv) any  lease or  agreement  under  which it is lessee of or
         holds or operates any  property,  real or personal,  owned by any other
         party,  except  for any  lease of  personal  property  under  which the
         aggregate annual rental payments do not exceed $1,000;

                  (v) any  lease or  agreement  under  which it is  lessor of or
         permits  any  third  party to hold or  operate  any  property,  real or
         personal,  owned or  controlled  by it  having an  individual  value in
         excess of $1,000;

                  (vi) all  agreements  providing  for the services of an
         independent  contractor  to which Seller is a party or by which it is
         bound;

                                      -6-

                  (vii) as of a date no earlier than  September 30, 1995, all of
         Seller's Accounts Receivables, together with detailed information as to
         each such listed receivable which has been outstanding more than thirty
         (30) days;

                  (viii) any and all other or additional contracts, commitments,
         agreements,  arrangements, writings, guarantees, leases and licenses to
         which  Seller is a party or by which  Seller or any of its  property is
         bound  having an  individual  value in excess of $5,000 or an aggregate
         value in excess of $50,000.

         Each of the contracts,  agreements,  leases,  licenses and  commitments
required to be listed on SCHEDULE  2.7 (the  "Contracts")  is valid and binding,
enforceable in accordance  with its respective  terms,  in full force and effect
and,  except as  otherwise  specified in SCHEDULE  2.7,  validly  assignable  to
Purchaser  without the consent,  approval or act of, or the making of any filing
with,  any other  person so that,  after the  assignment  thereof  to  Purchaser
pursuant hereto,  Purchaser will be entitled to the full benefits thereof.  True
and  complete  copies  of  all of the  Contracts  (together  with  any  and  all
amendments  thereto)  have been  delivered to Purchaser  and  identified  with a
reference  to this  Section  of this  Agreement.  To the best of its  knowledge,
Seller has performed all  obligations  required to be performed by it and is not
in  default  under or is in breach of or in  receipt  of any claim of default or
breach  under any of the  Contracts  and no event has  occurred  which  with the
passage  of time or the  giving  of notice or both  would  result in a  default,
breach or event of  noncompliance  under any such  Contract;  and  Seller has no
knowledge of any breach or  anticipated  breach by the other parties to any such
Contract;  and,  to the  best of its  knowledge,  Seller  is not a party  to any
Contract for the purchase of goods or services at a rate currently  above market
prices.

                  2.7.2.  (i) Seller has performed in all material  respects all
obligations  required to be  performed  by it and is not in default  under or in
breach of nor in receipt of any claim of default or breach  under any  agreement
referred to in Section 2.7.1, (ii) to the best knowledge of Seller, no event has
occurred  which  with the  passage of time or the giving of notice or both would
result in a default,  breach or event of noncompliance under any such agreement,
and (iii) Seller does not have any knowledge of any breach or anticipated breach
by any other party to such agreements.

                  2.7.3.  Purchaser  has been  heretofore  supplied with a true
and  correct  copy of each of the  written  contracts  which are  referred to in
Section 2.7.1, together with all amendments, waivers or other changes thereto.

         SECTION 2.8.  Litigation,  Etc.  Except as shown in SCHEDULE 1.6, there
are no actions, suits, proceedings, orders, investigations or claims pending, or
to the best of  Seller's  knowledge,  threatened,  against  Seller,  or to which
Seller  is a party,  at law or in

                                      -7-

equity,  before  or by any  court,  tribunal, governmental department,
commission,  board, bureau, agency or instrumentality, or any arbitration
proceedings pending under collective bargaining agreements or otherwise.  To the
best of Seller's  knowledge,  except for pending  legislation regarding
medicare  and medicaid  reimbursement  that might affect the Business generally,
there  is no  proposed  law,  rule,  regulation,  ordinance,  order, judgment,
decree  or award  that  would be  applicable  to  Seller  that  would reasonably
be  expected  to have a  material  adverse  effect on the  condition (financial
or  otherwise),   business,  assets,  liabilities,   capitalization, financial
position, results of operations or prospects of Seller.

         SECTION 2.9. Brokerage.  There are no claims for brokerage commissions,
finders'  fees or  similar  compensation  in  connection  with the  transactions
contemplated  by this Agreement  based on any  arrangement or agreement (oral or
written)  binding upon Seller or any  stockholder  of Seller except the business
brokerage  agreement  between  Telesis  and  Seller,  as to which  Seller  shall
indemnify and save Purchaser harmless.

         SECTION 2.10. Insurance.  SCHEDULE 2.10 contains an abstract or summary
of each outstanding  insurance policy maintained by Seller.  Seller has given to
Purchaser  a copy of each such  insurance  policy  maintained  with  respect  to
Seller's  properties,  assets and the Business,  and each such policy is in full
force and  effect.  Purchaser,  at its  election  at Closing  and subject to the
consent of the applicable  insurance  underwriter,  which consent,  if required,
Seller agrees to use its commercially  reasonable efforts to obtain on behalf of
Purchaser,  shall be entitled to assume any and all  outstanding  insurance upon
payment to Seller of a prorated amount of the premium for such insurance for the
remaining term thereof.

         SECTION 2.11.  Compliance with Laws. To the best of Seller's knowledge,
Seller has  complied  with all laws,  rules,  regulations,  ordinances,  orders,
judgments, and decrees applicable to its business or properties, and to its best
knowledge is not in violation of any law or any regulation or requirement  which
might have a material  adverse  effect upon its financial  condition,  operating
results or business  prospects,  and Seller has not received  notice of any such
violation.

         SECTION 2.12. Employees. To the best of Seller's knowledge,  Seller has
complied with all laws relating to the employment of labor, including provisions
thereof relating to wages, hours, equal opportunity,  collective  bargaining and
the payment of social security and other taxes.

         SECTION 2.13. Licenses and Permits. All material permits,  licenses and
franchises held by Seller, or by its officers, employees or agents, with respect
to the  Business  are listed on SCHEDULE  2.13.  Except as set forth on SCHEDULE
2.13, to the best of Seller's knowledge,  such licenses,  permits and franchises
are freely transferable by Seller.

         SECTION 2.14.  Business Records.  Seller's personnel files,  accounting
records, financial statements,  operating statements and customer correspondence
files shall be made  available to Purchaser  promptly upon the execution of this
Agreement and are

                                      -8-

substantially  complete and correct in all material  respects, and reflect
Seller's business operations for a period of not less than three (3) years.

         SECTION 2.15. Environmental Matters. To the best of Seller's knowledge,
there  is no  condition,  circumstance,  or  set  of  facts  (including  without
limitation  the presence,  either past or present,  of any  underground  storage
tanks) that constitutes a significant hazard to health, safety, property, or the
environment  relating to the  Business or any real  property  owned or leased by
Seller  for which the  Business,  Seller or the owner or  operator  of such real
property would be responsible.

         SECTION 2.16. Financial  Statements.  Seller's financial statements and
notes thereto as at and for the fiscal year ended December 31, 1994, and for the
ten months ended October 31, 1995,  consisting of balance  sheets and statements
of income and cash flow,  are to be audited by the certified  public  accounting
firm of Ernst & Young  LLP,  independent  certified  public  accountants,  on or
before December 31, 1995. All such financial  statements,  copies of which will,
upon  completion,  be attached hereto as EXHIBIT 2.16 (the  "Statements"),  will
fairly  present the financial  condition and results of the operations of Seller
as at the date indicated and for the period  indicated,  will have been prepared
in  accordance  with  generally  accepted  accounting  principles   consistently
applied, and will be in accordance with the books and records of Seller. Time is
of the essence in completing  the audit and both Seller and  Purchaser  agree to
cooperate  fully to expedite the audit process.  Seller shall provide  Purchaser
with monthly financial  statements for the periods following September 30, 1995,
as they become  available.  Purchaser shall pay the auditors for the preparation
of the  Statements  provided that  Purchaser  shall have the right to select the
auditors and further  provided that Seller pays its  accountants  to prepare the
books and records for audit.

         SECTION 2.17. Material Misstatements or Omissions. Seller (for purposes
of this Section  2.17 and for purposes of this Article 2 whenever the  knowledge
of Seller is used,  the  knowledge of "Seller"  shall mean the actual  knowledge
after  reasonable  diligence of Dillon and Phillips) has not knowingly  made any
material  misstatements  of fact or omitted to state any material fact necessary
or  desirable   to  make   complete,   accurate,   and  not   misleading   every
representation,  warranty,  schedule,  and  agreement  set forth,  described  or
referred to herein.

         SECTION  2.18.  Effective  Date  of  Warranties,   Representations  and
Covenants. Each warranty, representation, and covenant set forth in this Article
2 shall be deemed to be made on and as of and speak on and as of the date hereof
and as of the Closing Date (except as otherwise  specifically  provided herein).
Prior to the Closing Date,  Seller will notify Purchaser of any change since the
date hereof in any fact, condition or circumstance of which it becomes aware and
which  would  require  a  modification  of  the  foregoing  representations  and
warranties  (including  any  schedule  thereto) to make such  representation  or
warranty (or schedule  thereto)  complete,  accurate and not  misleading  in all

                                      -9-

respects.  The representations and warranties  contained in this Article 2 shall
not be affected or deemed waived by reason of the fact that Purchaser and/or its
representatives  knew or  should  have  known  that any such  representation  or
warranty is or might be inaccurate in any respect.

                                    ARTICLE 3

                         REPRESENTATIONS AND WARRANTIES
                                  OF PURCHASER

         As a  material  inducement  to Seller  to enter  into and  perform  its
obligations under this Agreement, Purchaser represents and warrants to Seller as
follows:

         SECTION 3.1.  Organization,  Etc.  Purchaser is a  corporation  duly
incorporated,  validly  existing and in good standing under the laws of the
State of Delaware.

         SECTION  3.2.  Authority  Relative  to  Agreement.  Purchaser  has  the
corporate  power and  authority  to execute and deliver  this  Agreement  and to
consummate the transactions  contemplated on its part hereby.  The execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby have been duly  authorized  by the Board of  Directors of  Purchaser.  No
other  corporate  proceedings  on its  part or the part of the  stockholders  of
Purchaser  are  necessary  to  authorize  the  execution  and  delivery  of this
Agreement by it or the  consummation by it of the  transactions  contemplated on
its part  hereby.  This  Agreement  has been  duly  executed  and  delivered  by
Purchaser  and is the valid and binding  agreement  of  Purchaser  except as the
enforceability  may be affected by  bankruptcy,  insolvency,  reorganization  or
other similar laws presently or hereafter in effect affecting the enforcement of
creditors' rights generally.

         SECTION  3.3.  No  Breach;   Consents.  The  execution,   delivery  and
performance  of  this  Agreement  by  Purchaser  and  the  consummation  of  the
transactions contemplated hereby (a) do not and will not conflict with or result
in any breach of any of the provisions of, constitute a default under, result in
a violation of, result in the creation of any lien, security interest, charge or
encumbrance  upon the  assets of either  of  Purchaser  under,  or  require  any
authorization,  consent, approval, exemption or other action by or notice to any
third party under the  provisions  of the Charter or By-Laws of Purchaser or any
license, indenture,  mortgage, lease, loan agreement or other agreement (oral or
written) or instrument to which Purchaser is a party, and (b) do not require any
authorization,  consent, approval, exemption or other action by or notice to any
court or governmental body under any law, statute, rule, regulation or decree to
which Purchaser is subject.

                                      -10-

         SECTION 3.4. Litigation.  There is no claim, action, suit or proceeding
pending or, to the best of Purchaser's  knowledge,  threatened against Purchaser
or any of its properties which seeks to prohibit, restrict or delay consummation
of the transactions  contemplated  hereby or to limit in any manner the right of
Purchaser  to control  Seller or any  material  aspect of the Business of Seller
after the Closing Date, and there is no judgment, decree, injunction,  ruling or
order  of  any   court,   governmental   department,   commission,   agency   or
instrumentality  or arbitrator  outstanding  against  Purchaser having, or which
Purchaser believes may in the future have, any such effect.

         SECTION 3.5. Brokerage.  There are no claims for brokerage commissions,
finders'  fees or  similar  compensation  in  connection  with the  transactions
contemplated  by this Agreement based on any arrangement or agreement made by or
on behalf of Purchaser.

                                    ARTICLE 4

                               CLOSING CONDITIONS

         SECTION 4.1. Closing Conditions  Relating to Purchaser.  The obligation
of Purchaser to consummate the purchase of the Purchased  Assets will be subject
to the satisfaction of the following  conditions,  any of which may be waived by
Purchaser in its sole and absolute discretion:

                  4.1.0     Contingencies.

                            4.1.0.1.   Purchaser   intends  to  register
certain  of  its  securities  under  the Securities Act of 1933, as amended (the
"Securities  Act") as part of an initial public offering of its securities (the
"IPO").  Accordingly, Purchaser agrees to use its reasonable best efforts to do
as follows:

                            (a) Prepare  and file with such  amendments and
supplements  to the  registration  statement  and  the  prospectus  used in
connection  therewith as may be necessary  to keep said  registration  statement
effective and to comply with the  provisions of the  Securities  Exchange Act of
1934, as amended (the "Exchange  Act"),  and the Securities Act, with respect to
the sale of  securities  covered by said  registration  statement for the period
necessary to complete the proposed public offering;

                            (b) Enter  into  an  underwriting   agreement with
customary   provisions reasonably required by the underwriter, if any, of the
offering; and

                            (c) Register its securities  covered by said
registration  statement under the securities or "blue sky" laws of appropriate
jurisdictions.

                                      -11-

                            It  shall be a  condition  precedent  to
Purchaser's obligation to close  hereunder  that the IPO shall have been
completed on terms and conditions  reasonably  satisfactory to Purchaser;
provided,  however, that this  condition  precedent  may be waived by  Purchaser
in its sole and absolute discretion in which event it may close and pay the
Purchase Price all in cash.

                  4.1.1.  Deliveries.  At  or  prior  to  the  Closing,  Seller
shall  deliver,  or  cause  to  be delivered to Purchaser,  the following items,
fully executed by all appropriate  parties and in form and substance acceptable
to Purchaser:

                          4.1.1.1.  Bill of  Sale.  A Bill of Sale in the  form
of  EXHIBIT  1.2  attached  hereto together  with any and all other  evidences
of conveyance  reasonably  requested by Purchaser to obtain clear title to the
Purchased Assets.

                          4.1.1.2. Assignments of Leases.  Assignments of Leases
in the form of EXHIBIT 4.1.1.2.

                          4.1.1.3. Covenants  Not to  Compete.  Covenants  Not
to  Compete in the form of EXHIBIT 4.1.1.3 attached hereto executed by each of
the stockholders of Seller.

                          4.1.1.4. Corporate  Resolutions.  Seller shall deliver
to Purchaser certified copies of the  resolutions  of its  Board  of  Directors
and  certified  copies  of the  resolutions  of its  stockholder(s) authorizing
the transactions contemplated herein.

                          4.1.1.5.  Consents.  Seller shall  deliver to
Purchaser  copies of all  necessary  third party and governmental  consents,  in
a form satisfactory to Purchaser,  that Seller is required to obtain in order to
consummate the transactions contemplated by this Agreement.

                          4.1.1.6.  Opinion of Counsel for Seller.  Purchaser
shall  receive an opinion dated the Closing  Date of Rollert and MacNeal of
Traverse  City,  Michigan,  counsel for the Seller,  in the form of EXHIBIT
4.1.1.6 attached hereto.

                          4.1.1.7.  Articles of  Transfer.  Articles  of
Transfer in the form of EXHIBIT  4.1.1.7 attached hereto.

                  4.1.2.  Due Diligence  Results.  Nothing  shall have come to
the  attention of Purchaser,  in the course of its due diligence  investigation
pursuant to Section 5.1 or otherwise,  which  demonstrates  that any of the
representations or warranties of Seller is inaccurate or incomplete in any
material manner.

                                      -12-

                  4.1.3.  No  Injunction.  The  consummation  of the
transactions  contemplated  hereby  shall not have been enjoined by any court of
competent  jurisdiction  and no proceeding  seeking such an injunction  shall be
pending.

         SECTION 4.2.  Closing  Conditions  Relating to Seller.  The  obligation
of Seller to  consummate  the sale of the Purchased Assets will be subject to
the satisfaction of the following conditions:

                  4.2.1.  Deliveries.  At or  prior  to the  Closing,  Purchaser
shall  deliver,  or  cause  to be delivered to Seller, the following items:

                          4.2.1.1. The Purchase Price;

                          4.2.1.2. Assignments of Leases in the form of EXHIBIT
4.2.1.2.; and

                          4.2.1.3. An  Assignment  and  Assumption  Agreement
in the  form  of  EXHIBIT 4.2.1.3 attached hereto.

                  4.2.2. No Injunction.  The  consummation  of the  transactions
contemplated  hereby shall not be enjoined by any court of competent
jurisdiction and no proceeding seeking such an injunction shall be pending.

                                    ARTICLE 5

                             PRE-CLOSING AGREEMENTS

         SECTION 5.1. Due  Diligence.  Seller shall grant to Purchaser,  and its
employees,  counsel,  accountants and other  representatives,  full and complete
access to Seller,  its  facilities,  management,  employees  and records and its
outside accountants and counsel for purposes of a due diligence investigation in
connection  with the  transactions  contemplated  hereby.  Purchaser  agrees  to
exercise its  reasonable  best  efforts in  conducting  such due  diligence in a
manner  that  will  not  significantly  interfere  with or  disrupt  the  normal
operations of Seller or arouse  suspicions of Seller's  employees,  customers or
suppliers  that either the  capital  stock or the assets of Seller are for sale.
Seller  will  provide  Purchaser  and its  representatives  full  access  to all
relevant financial information,  personnel, service and contractual information.
The cost of any such due diligence shall be borne by Purchaser.

         SECTION 5.2.  Operation of Business.  Seller shall  continue to operate
the Business in the ordinary  course in such manner that each and every warranty
and  representation  of Seller  made  herein as of the date hereof will be true,
complete and  accurate in all respects as of the date of the Closing  hereunder,
without  substantial  change,  and will maintain or cause to be  maintained  all
existing insurance coverage on the Purchased Assets of Seller

                                      -13-

until the Closing. Until the Closing,  all risk of loss,  damage,  or
destruction to the Purchased Assets shall be upon Seller,  and in the event of
any  substantial  and material loss, damage, or destruction to the Purchased
Assets which is not replaced prior to  Closing  and  which is  likely to have a
materially  adverse  effect on the prospects of the Business,  taken as a whole,
after Closing,  Purchaser shall be entitled to terminate this Agreement  within
thirty (30) days of learning of the same.  Prior to Closing,  Seller  shall not
increase  any current  compensation levels of employees or pay any bonuses or
other direct or indirect  compensation without the prior  written  consent of
Purchaser,  which  consent  shall not be unreasonably  withheld or delayed and
provided that if no objection is raised by Purchaser  within five (5) business
days after  receiving  written  notice from Seller regarding any such
intention(s),  Seller may proceed with the intentions stated in its written
notice.  Seller  agrees to provide to  Purchaser  monthly financial  statements
for the periods  following  September  30, 1995,  as they become available.

         SECTION 5.3. Best Efforts.  The parties  hereto agree to use their best
efforts to cause all  conditions  to Closing  to be  satisfied  and to cause the
transactions contemplated hereby to be consummated not later than May 30, 1996.

         SECTION 5.4. Confidentiality. Purchaser and Seller agree that they, and
their respective  officers,  directors and other  representatives,  will hold in
strict confidence the negotiations relating to the transactions  contemplated by
this Agreement,  and all information  exchanged  pursuant  thereto.  If, for any
reason,  Closing does not occur,  all  information  exchanged  by Purchaser  and
Seller  shall  promptly  be  returned to the other  party.  The  parties  hereto
acknowledge  and understand  that Purchaser shall undertake the IPO described in
Section  4.1.0  hereof  and  shall be  entitled  to comply  with all  applicable
regulatory  and  disclosure   requirements  incident  to  such  registration  of
securities.  In addition, Seller will refrain from, and will cause its officers,
directors,  representatives,  agents and employees to refrain from,  directly or
indirectly, encouraging,  soliciting, initiating or participating in discussions
or negotiations with or providing any non-public information to any person other
than Purchaser  concerning  the sale or purchase of the Business  (except in the
ordinary course of its business),  any merger or consolidation  involving Seller
or any other  transaction  in which  Seller's  Business  would be  acquired by a
person other than Purchaser.

         SECTION 5.5. Public  Announcements.  Neither Purchaser nor Seller shall
issue any press release or otherwise  make any public  statement with respect to
this Agreement or the transactions contemplated hereby unless such press release
or public  statement is satisfactory  to the other party to this Agreement,  and
Purchaser  and Seller shall consult with each other as to the form and substance
of any public  disclosure  related  thereto;  provided,  however,  that  nothing
contained  herein shall prohibit any party from making any  disclosure  which is
required  by law but only after the other  party has been given  notice of and a
reasonable opportunity to contest any such disclosure allegedly required by law.

                                      -14-

                                    ARTICLE 6

                             POST-CLOSING AGREEMENTS

         SECTION 6.1. Indemnification and Limitation of Seller's, Dillon's and
Phillips' Liability.

                  6.1.1. Indemnification. Within the limits of liability and the
terms and  conditions  set forth in Sections  6.1.2 and 6.1.6 below,  the Seller
(and  Dillon and  Phillips,  severally  one-half  as to each)  (hereinafter  the
"Indemnitors")  hereby  agree  to  indemnify,  defend,  guarantee  and  hold the
Purchaser, its successors and assigns and its stockholders, directors, officers,
affiliates,   representatives   and   employees   and  the   estates,   personal
representatives and heirs of such persons, harmless from and against any and all
loss,  liability,  demands,  claims,  actions  or  causes  of  action,  damages,
deficiency or expenses (including interest,  penalties,  costs of litigation and
reasonable  attorneys' fees) (collectively,  the "Losses") arising out of or due
to any  incorrect  representation  or warranty of the  Indemnitors  contained in
Article 2 of this Agreement (subject to, where applicable, materiality standards
set forth in particular representations and warranties set forth in Article 2 of
this  Agreement).  The amount of any such loss shall be determined  after giving
effect to any tax savings  which might be realized by the  Purchaser as a result
thereof,  and shall be net of any insurance  proceeds paid to or for the benefit
of the Purchaser.

                  6.1.2. Survival of Representations and Warranties;  Limitation
on Liability and Time for Bringing Claims  Hereunder.  The Indemnitors  have not
made any representation or warranty not set forth in Article 2 of this Agreement
(including  any  exhibits  or  schedules  delivered  by Seller to  Purchaser  as
required by the terms of such  Article 2). All  representations  and  warranties
shall  survive  the  Closing;  provided,  however,  the  Indemnitors'  liability
hereunder for the falsity of any such representation or warranty,  or for breach
or default in the performance of any agreement or covenant  entered into or made
hereunder  (where such agreement or covenant is to be performed on or before the
Closing Date),  shall be limited to  liabilities  of which the Indemnitor  shall
receive  notice in writing from the  Purchaser,  or its  successors  or assigns,
within two (2) years from the Closing Date.  The  Purchaser,  its successors and
assigns, shall, as soon as practicable after obtaining knowledge thereof, notify
the Indemnitors of any such liability,  asserted liability,  breach of warranty,
agreement or covenant,  untruth or  inaccuracy of  representation,  or any claim
thereof,  and in any event the Purchaser  shall take no action or inaction which
would prejudice the defense thereof. If the amount claimed relates to a claim of
a third  party and does not  exceed  the  limits,  if any,  of the  Indemnitors'
liability  as   hereinafter   set  forth,   the   Indemnitors   or  their  legal
representatives shall have, at their election, the right to compromise or defend
any such matter  through  counsel of their own  choosing,  at the expense of the
Indemnitors,  and the Purchaser, at its election,  shall have

                                      -15-

the right to fully participate  in any  decision to  compromise  or defend any
such matter  through counsel of its choosing at the expense of the  Purchaser.
If the amount claimed relates to a claim of a third party,  and when added to
all other  liquidated or unliquidated indemnified claims, exceeds the limits, if
any, of the Indemnitors' liability as hereinafter set forth,  the Purchaser or
its legal  representatives shall have, at its  election,  the right to
compromise or defend any such matter through counsel of its own choosing,  and
the  Indemnitors',  at their election, shall have the right to fully
participate  in any  decision  to  compromise  or defend any such matter through
counsel of their choosing,  at the expense of the Indemnitors. Such notice and
opportunity to compromise or defend, if applicable, shall be a condition
precedent to any liability of the  Indemnitor.  Each party agrees to cooperate
with the other and their counsel in the  compromising  of or the defending
against any such  liabilities.  With respect to tax matters,  the selection of
the forum shall be by mutual agreement.

                  6.1.3.  A party  required  under this  Section  6.1 to furnish
indemnity   (the   "Indemnifying   Party")  shall  satisfy  its   obligation  of
indemnification under this Section 6.1 within forty-five (45) days after written
notice  thereof  from  any  party  entitled  to such  indemnity  hereunder  (the
"Indemnified Party") to the Indemnifying Party; provided,  however, that a party
shall not be deemed in breach  hereof for so long as it  contests  in good faith
its liability for indemnification hereunder.

                  6.1.4. So long as the Indemnifying  Party is defending in good
faith any such claim or demand,  (i) the Indemnified Party shall not settle such
claim or demand without the prior written consent of the Indemnifying Party, and
(ii) any  settlement  of such claim or demand made  without  such consent of the
Indemnifying  Party shall not be subject to indemnity under this Section 6.1. If
the Indemnifying  Party fails to acknowledge in writing its obligation to defend
against  or settle  such  claim or  proceeding  within  twenty  (20) days  after
receiving  notice  thereof  from the  Indemnified  Party (or such  shorter  time
specified in the notice as the  circumstances  of the matter may  dictate),  the
Indemnified  Party  shall be free to dispose of the matter at the expense of the
Indemnifying Party, in any way in which the Indemnified Party deems to be in its
best interest.  Purchaser, in its reasonable discretion to protect its financial
interest  may set off the  amount  of any  legitimate  claim for which it may be
entitled to  indemnification  hereunder against any payment to be made to Seller
hereunder.

                  6.1.5.  The  Indemnified  Party  shall make  available  to the
Indemnifying  Party or its  representatives  all  records  and  other  materials
required  for use in  contesting  any claim or demand  asserted by a third party
against any Indemnified  Party.  Whether or not the Indemnifying Party so elects
to defend any such claim or demand,  the  Indemnified  Party  shall not have any
obligation to do so and the Indemnified  Party shall not waive any rights it may
have against the  Indemnifying  Party under this Section 6.1 with respect to any
such claim or demand by  electing  or failing to elect to defend any such claim,
provided that the Indemnified  Party against which a claim or demand is asserted
in

                                      -16-

the first  instance shall file in a timely manner any answer or pleading with
respect to a suit or  proceeding in such action as is necessary to avoid default
or other adverse results.

                  6.1.6. The  obligations  of  Section  6.1.1  above  shall  be
subject  to and  limited  by the following:

                         6.1.6.1. Purchaser  shall  not  be  entitled  to
indemnification  pursuant  to  this Agreement until the total for all liquidated
amounts of Losses for which Purchaser is entitled to  indemnification hereunder
exceeds $75,000 (the "Threshold  Amount"),  and, in the event the Losses for
which Purchaser is entitled to  indemnification  hereunder  exceeds the
Threshold  Amount,  Purchaser  shall be entitled to recover all of such Losses
beginning with the first dollar and not merely the amount in excess of the
Threshold Amount.

                         6.1.6.2. Notwithstanding  any  provision  herein to the
contrary,  Purchaser  shall not be entitled to indemnification for any amounts
in excess of an amount equal to the Purchase Price.

         SECTION 6.2.  Further  Assurances.  Seller shall,  at any time and from
time to time on and after the  Closing  Date,  upon  request  by  Purchaser  and
without further  consideration,  take such actions or cause others to do so, and
execute,  acknowledge  and deliver,  or cause to be executed,  acknowledged  and
delivered, all transfers, conveyances, powers of attorney and assurances, as may
be required or  desirable  for the better  conveying,  transferring,  assigning,
delivering,  assuring and confirming to Purchaser,  or its respective successors
and  assigns,  or  for  aiding  and  assisting  in  collecting  or  reducing  to
possession,  the Purchased Assets. To provide further assurances to Purchaser of
its performance hereunder,  Seller agrees that it shall not, during the one year
period after the Closing Date,  voluntarily  dissolve or terminate its corporate
existence,  or seek protection  under any bankruptcy,  receivership or other law
for the relief of debtors.

         SECTION  6.3.  Books  and  Records.  At or  immediately  following  the
Closing,  Seller shall deliver to Purchaser all records constituting part of the
Purchased Assets; and all of Seller's correspondence,  files, books and records,
necessary  for  Purchaser's  conduct  and  operation  of the  Business  and  the
Purchased  Assets;  and shall  instruct  any other party in  possession  of such
materials  to release  them to  Purchaser  (except to the extent  that Seller is
prohibited from or restricted in providing such  information by other agreements
or applicable law).  Seller shall retain the original copies of its tax returns,
and other  records  which it is required  by law to  maintain.  Purchaser  shall
safely store at its facilities in Gladwin, Michigan, or at such other reasonable
location of Purchaser upon prior  notification to Seller,  all records delivered
to it from  Seller,  and  shall  grant  Seller  reasonable  access  thereto  for
legitimate  business  purposes upon Seller's request as may be made from time to
time for at least five (5) years after Closing;  provided,  however, that in the
event Purchaser intends to move such records out of the State of Michigan, prior
to

                                      -17-

such move Seller  shall be  permitted  to  request,  and  Purchaser  shall be
required to provide, copies of such of the records as may reasonably be required
by Seller, subject to customary confidentiality covenants by Seller with respect
thereto.

         SECTION  6.4.  Employees.  Purchaser  shall,  as  part  of the  Assumed
Obligations,  assume and have responsibility for all salaries,  accrued bonuses,
commissions,  vacation pay, and all other employee welfare plans of Seller,  and
all payroll  taxes thereon which accrued or earned prior to the time of Closing,
in all events only if and only to the extent the same have been included as part
of the computation of the Target Book Value. Seller shall remain responsible for
employee  severance and termination  benefits,  if any, and all other employment
benefits,  claims of  wrongful  termination,  or the like,  relating to Seller's
employees.  In the event that Seller shall elect to terminate the  employment of
its employees  contemporaneously  with the Closing,  Seller shall be responsible
for giving such  notification  as may be required by the Worker  Adjustment  and
Retraining Notification Act of 1988, if applicable, and shall indemnify and hold
Purchaser  harmless  from  and  against  all  liabilities  arising  out  of  the
notification or other requirements thereof.

                                    ARTICLE 7

                                  MISCELLANEOUS

         SECTION 7.1. Survival.  The representations and warranties of Seller
shall survive Closing.

         SECTION 7.2. Termination.   Anything  herein  or  elsewhere  to  the
contrary   notwithstanding,   this Agreement may be terminated and abandoned at
any time prior to Closing.

                  7.2.1. By the mutual consent of Purchaser and Seller.

                  7.2.2. By  Purchaser  if  all of the  conditions  to  Closing
described  in Section 4.1 have not been  satisfied by May 30, 1996 or within ten
(10) days after the  receipt  by  Purchaser  of the  Statements  referred  to in
Section 2.16 hereof.

                  7.2.3. By Purchaser or Seller if the  transactions  shall not
have been  consummated  by May 30,  1996,  or such  later  date,  including  any
extended  Closing Date, as may be agreed upon by the parties,  due to the fault,
failure or neglect of the other party to proceed with the Closing.

                                      -18-

                  7.2.4. By  Purchaser  if Seller has  materially  breached any
representation  or warranty herein or failed to perform any material  obligation
or  condition  hereof and such  breach or  failure  shall not have been cured in
manner, form and substance reasonably satisfactory to Purchaser; and

                  7.2.5. By Seller if  Purchaser  has  materially  breached any
representation  or warranty herein or failed to perform any material  obligation
or  condition  hereof and such  breach or failure  has not been cured in manner,
form and substance reasonably satisfactory to Seller.

Any termination  pursuant to this Section 7.2 shall be without  liability on the
part of any party, except as provided in Section 7.3 below.

         SECTION  7.3.  Expenses.  Each  party will pay all of its  expenses  in
connection  with the  negotiation  of this  Agreement,  the  performance  of its
obligations hereunder, and the consummation of the transactions  contemplated by
this Agreement. At Closing, Seller shall pay all sales and/or transfer tax which
may be  required to be paid in  connection  with the  transactions  contemplated
herein  including the transfer from Seller to Purchaser of the Purchased  Assets
except for the transfer of vehicles in which  situation  Purchaser shall pay the
first  $10,000  of  Michigan  vehicle  transfer  tax  on  all  of  the  vehicles
transferred, in the aggregate, and Seller shall pay any amount in excess of such
amount.  Seller agrees that the Purchased  Assets include  unique  property that
cannot  be  readily  obtained  on the open  market  and that  Purchaser  will be
irreparably injured if this Agreement is not specifically enforced. In the event
Purchaser  elects to  terminate  this  Agreement  pursuant  to Section  7.2.3 or
Section  7.2.4  instead  of seeking  specific  performance,  Purchaser  shall be
entitled as its sole other remedy to recover  Purchaser's  actual damages but in
any event not to exceed $200,000.  If Seller terminates this Agreement solely as
a result of Section 7.2.3 or Section  7.2.5 hereof,  Seller shall be entitled to
retain the Deposits as the sole remedy of Seller hereunder.

         SECTION 7.4. Amendments,  Waivers and Remedies.  The parties hereto, by
mutual  agreement in writing,  may amend,  modify and supplement this Agreement.
The  failure of any party  hereto to enforce at any time any  provision  of this
Agreement  shall not be construed to be a waiver of such  provision,  nor in any
way to affect the validity of this  Agreement or any part hereof or the right of
any party thereafter to enforce each and every such provision.  No waiver of any
breach of this  Agreement  shall be held to  constitute a waiver of any other or
subsequent breach.  Pursuit by any party hereto of any remedy shall not preclude
pursuit by it of any other  remedy  which may be  provided  by law or equity nor
shall the pursuit of any remedy by a party hereto  constitute  a  forfeiture  or
waiver of any amount due such party or of any damage  accruing  by reason of the
violation of any of the terms, provisions and covenants in this Agreement.

                                      -19-

         SECTION 7.5. Notices. All notices or other  communications  required or
permitted  hereunder  shall be in writing  and shall be deemed to have been duly
given (i) upon delivery if delivered by hand;  (ii) four (4) days  subsequent to
mailing  if mailed by  express,  certified  or  registered  mail,  with  postage
prepaid, in the continental United States; (iii) two (2) days subsequent to pick
up by such  courier  if  sent  by a  nationally  or  internationally  recognized
overnight  courier service that regularly  maintains  records of items picked up
and delivered; or (iv) when transmitted if sent by telecopier, as follows:

         If to Purchaser:

                  Life Critical Care Corporation
                  c/o The Morgenthau Group, Inc.
                  504 Cathedral Street
                  Baltimore, Maryland  21201
                  Attn:  Ms. Amy E. Parker
                  Fax No.:  (410) 727-1427

         with a copy to:

                  George S. Lawler, Esquire
                  Whiteford, Taylor & Preston L.L.P.
                  210 West Pennsylvania Avenue, Suite 400
                  Towson, Maryland  21204-4515
                  Fax No.:  (410) 832-2015

         If to Seller:

                  Mr. Dennis Phillips
                  10131 Dalzell Road
                  Traverse City, Michigan  49684
                  Fax No.:   (517) 345-1495

         with a copy to:

                  John A. MacNeal, Esq.
                  Rollert and MacNeal
                  216 Cass Street, Box 466
                  Traverse City, Michigan 49684
                  Fax No.:  (616) 929-4955

Any party hereto may specify in writing a different  address for such purpose to
the other  parties at least five (5) days  prior to the  effective  date of such
address change.

                                      -20-

         SECTION  7.6.  Assignment.  This  Agreement  and all of the  provisions
hereof shall be binding upon and inure to the benefit of the parties  hereto and
their  respective  successors and permitted  assigns.  This  Agreement,  and the
rights, interests and obligations hereunder, may not be assigned by either party
without the prior written consent of the other party hereto.

         SECTION 7.7.  Severability.  Whenever possible,  each provision of this
Agreement  will be interpreted in such manner as to be effective and valid under
applicable  law, but if any provision of this Agreement is held to be prohibited
by or invalid under  applicable law, such provision will be ineffective  only to
the extent of such prohibition or invalidity, without invalidating the remainder
of such  provision  or the  remaining  provision  of this  Agreement  unless the
consummation  of the  transaction  contemplated  hereby  is  adversely  affected
thereby.

         SECTION  7.8. Complete  Agreement.  This  document  and the  documents
referred  to herein  contain  the  complete  agreement  between  the parties and
supersede any prior understandings,  agreements or representations by or between
the  parties,  written or oral,  which may have  related to the  subject  matter
hereof in any way.

         SECTION  7.9. No  Third-Party  Beneficiaries.  This  Agreement  shall
be for  the  benefit  only  of the parties hereto, and their respective
successors and assigns.

         SECTION  7.10. Waiver of Bulk Sales Act. In  consideration  of, and in
reliance upon, the  representations  and warranties made by Seller in Article 2,
Purchaser  hereby waives  compliance  with the provisions of any applicable bulk
transfer laws.

         SECTION 7.11. Singular and Plural;  Gender.  The singular  shall
include the plural and  vice-versa,  and the use of one gender shall be deemed
to include all other genders whenever appropriate.

         SECTION 7.12. Governing Law. All questions concerning the construction,
validity  and  interpretation  of  this  Agreement  and the  performance  of the
obligations  imposed by this Agreement will be governed by the laws of the State
of Maryland without reference to any conflict of laws rules.

         SECTION  7.13. Counterparts.  This  Agreement may be executed in two or
more  counterparts  each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.

                                      -21-

         SECTION 7.14. Schedules.  The Schedules hereto are an integral part of
this Agreement. Information described in any Schedule of this Agreement shall be
deemed  disclosed in all Schedules of this  Agreement  and the term  "Agreement"
shall  include all  Schedules,  exhibits and other  deliveries  attached or made
pursuant  hereto.  Except as otherwise  specifically  provided  for herein,  any
Schedules  which have not been  prepared and  attached to this  Agreement on the
date of execution  hereof shall be prepared and delivered by Seller to Purchaser
within ten (10) days from the date of execution of this Agreement.

         SECTION  7.15. Headings.  The headings and  captions  set forth herein
are for  convenience  of reference only and shall not affect the construction or
interpretation hereof.

         SECTION  7.16. Further  Documents.  Each party shall,  whenever and as
often  as  requested  to do  so  by  the  other,  but  without  expense  to  the
non-requesting  party,  execute,  acknowledge,  and  deliver  all  such  further
conveyances, assignments, confirmations, satisfactions, releases, instruments of
further assurance, approvals, consents and any and all other further instruments
and  documents  as may be  necessary,  expedient,  or proper  in the  reasonable
opinion  of the  requesting  party  or its  counsel  in order  to  complete  the
transactions contemplated herein.

         SECTION  7.17. Arbitration.  Any and all  disputes,  controversies  or
claims that lead up to the  execution of this  Agreement or that arise out of or
relate to this Agreement or the breach of it, including, without limitation, any
dispute  regarding the disposition of any deposit in the event this Agreement is
terminated  and  including  any  claims   regarding  the  validity,   scope  and
enforceability of this arbitration clause, shall, if not promptly settled by the
parties, be solely and finally resolved by arbitration. The arbitration shall be
conducted in accordance  with the commercial  arbitration  rules of the American
Arbitration Association (the "AAA") in effect at the time and shall be conducted
before a single  arbitrator.  The parties to the  arbitration  shall  attempt to
agree, by mutual consent,  to the appointment of the arbitrator.  In the absence
of agreement  among the parties,  any party to the  arbitration may apply to AAA
for a list of arbitrators  from which list the  arbitrator  shall be selected in
accordance with the commercial arbitration rules of AAA.

         Any such action or  proceeding  brought by Purchaser  arising out of or
relating to this Agreement shall be brought in Traverse City,  Michigan,  and in
no other location.  Any such action or proceeding  brought by Seller arising out
of or relating to this Agreement shall be brought in Baltimore  City,  Maryland,
and no other  location.  All  cross  complaints  shall  be  filed  with the same
arbitration  panel and in the same location in which the original  complaint was
filed.  The  parties  hereby  waive the right to object to such  location on the
basis of venue or forum  nonconveniens.  Judgment upon any award rendered by the
arbitrator  may be entered in any court of  competent  jurisdiction  in Maryland
and/or  Michigan  and each party  hereto  consents to the  jurisdiction  of such

                                      -22-

courts and waives all claims of improper venue.  The arbitrator  shall determine
all claims in  accordance  with the internal  law of the State of Maryland.  The
internal  procedural  and  substantive  laws of Maryland  and the United  States
Federal  Arbitration  Act shall  govern all  questions  of  arbitral  procedure,
arbitral review,  scope of arbitral  authority,  and arbitral  enforcement.  The
parties  further  agree that the  arbitration  proceeding  shall  constitute  an
absolute bar to the institution of any court  proceeding,  and that the decision
and award of the arbitrator shall be final and binding.

         The  cost  of  the  arbitration   proceeding  shall  be  borne  by  the
non-prevailing  party,  except that each party shall be responsible  for its own
attorney fees, if any.

         IN WITNESS  WHEREOF,  the parties hereto have executed this  Agreement,
under seal,  on the day and year first above  written,  intending  to be legally
bound hereby.

WITNESS:                                ABC MEDICAL SUPPLY, INC.

_____________________________           By: ______________________________(SEAL)
                                            Dennis Phillips, President
                                                     - Seller -

WITNESS:                                LIFE CRITICAL CARE CORPORATION

_____________________________           By: ______________________________(SEAL)
                                                             , Vice President
                                                      - Purchaser -

WITNESS:

______________________________          __________________________________(SEAL)
                                        TIMOTHY DILLON, Individually

______________________________          __________________________________(SEAL)
                                        DENNIS PHILLIPS, Individually

                                      -23-

                                   EXHIBIT 1.2

                      BILL OF SALE AND ASSIGNMENT OF ASSETS

         THIS BILL OF SALE AND  ASSIGNMENT  OF  ASSETS is  executed  and
delivered  effective  this         day of                  ,  199__ by ABC
MEDICAL SUPPLY, INC., a Michigan corporation  ("Seller"),  to LIFE CRITICAL CARE
CORPORATION, a Delaware corporation ("Purchaser").

         WHEREAS,  Purchaser  and Seller  have  entered  into an Asset  Purchase
Agreement,  dated as of March  1,  1996  (the  "Agreement"),  providing  for the
purchase by Purchaser  of  substantially  all of the assets of Seller  excluding
assets of Wound K-Air Management;

         NOW,  THEREFORE,  pursuant to the Agreement,  and for good and valuable
consideration,  the receipt  and  sufficiency  of which is hereby  acknowledged,
Seller hereby grants, bargains,  sells, delivers,  transfers, sets over, assigns
and conveys to Purchaser and its successors  and assigns,  free and clear of any
and all  liens,  claims  or  encumbrances  of any kind  except  for the  Assumed
Obligations  (as  defined in the  Agreement),  all of the  Purchased  Assets (as
defined  in the  Agreement)  including,  without  limitation,  those  assets and
properties  listed or  described  on SCHEDULE A attached  hereto and made a part
hereof, 'as is' and 'where is' and without any warranty or representation except
as set forth in the Agreement.

         The transfer evidenced by this Bill of Sale and Assignment of Assets is
made   subject   to  and  upon  all  of  the   terms,   covenants,   conditions,
representations  and  warranties  set forth in the  Agreement,  and all of which
terms,  covenants,  conditions,  representations and warranties are incorporated
herein by  reference,  and shall  survive the  delivery of this Bill of Sale and
Assignment of Assets.

         All of the terms and  provisions of this Bill of Sale and Assignment of
Assets shall be binding upon Seller and its  respective  successors and assigns,
and shall inure to the benefit of the Purchaser and its successors and assigns.

         IN WITNESS WHEREOF,  Seller and Purchaser have caused the due execution
of this Bill of Sale and  Assignment  of Assets,  under seal,  as of the day and
year first above written.

                                               ABC MEDICAL SUPPLY, INC.

                                               By:________________________(SEAL)
                                                               , President
                                                           - Seller -

                                               LIFE CRITICAL CARE CORPORATION

                                               By:________________________(SEAL)
                                                               , Vice President
                                                            - Purchaser -

                                      -2-

                                   SCHEDULE A

                                       TO

                      BILL OF SALE AND ASSIGNMENT OF ASSETS

         1.

         2.

         3.

         4.

         5.

         6.

         7.

         8.

         9.

         10.

                                  SCHEDULE 1.3

                                 EXCLUDED ASSETS

1.    Life Insurance Policy(ies) of Seller

2.    Cash values of any Life Insurance Policy(ies) of Seller

3.    Federal and Michigan corporate income tax deposits of Seller

4.    Assets of Wound K-Air Management

5.    Cash of Seller

6.    Marketable Securities of Seller

7.    Certificates of Deposit of Seller and other Cash Equivalents

8.    Any profit sharing plan of Seller

9.    Prorations of prepaid and expensed items to the extent not included as
      part of the computation of Target Book Value

10.   Corporate minute book of Seller

11.   Refunds from insurance policies of Seller, if any, canceled at Closing

                                  SCHEDULE 1.6

                               LIABILITIES ASSUMED

1.

2.

3.  [Short-term  debt of  Seller to  Phillips  and  Dillon in the  amount of
     $__________  as  evidenced  by a promissory note dated  _______________
     (the "Note"),  which debt has arisen from a loan made to Seller to assist
     in keeping  Seller's  trade  payables in  reasonable  balance with Seller's
     receivables,  with the proceeds of such loan used by Seller solely to pay
     due and payable trade  payables in the ordinary  course of  business;
     provided,  however,  that  notification  shall be provided to Purchaser of
     any and all such payments.  At  Closing,  the Note shall be  amended  and
     restated  into a note in an  original  principal amount  equal to the
     principal  balance of the Note as of the Closing  Date,  shall bear
     interest at the prime rate of interest in effect as of the  Closing  Date,
     and shall be payable in full no later than 180 days after the Closing
     Date,  with the amended and  restated  note to be assumed by  Purchaser at
     Closing and with the  Purchaser  permitted  to prepay  such note at any
     time,  in whole or in part,  prior to its maturity.]

                                 SCHEDULE 1.6.1

                             LIABILITIES NOT ASSUMED

1.       Indebtedness  of  Seller  for any long  term  debt for  borrowed  money
         (except  those  long term debt  obligations,  if any,  which were first
         incurred subsequent to November 30, 1995 in connection with acquisition
         of an asset specifically requested by Purchaser).

2.       Seller's obligations under its brokerage contract with Telesis.

3.       Any claims against Seller by Seller's employees for wrongful employment
         termination, discrimination, or violation of employment, labor or ERISA
         laws or  regulations  except to the extent and within the amounts shown
         in and  reserved  against  in the  Seller's  financial  records  by the
         parties to prepare the Target Book Value.

4.

                                  SCHEDULE 1.7

                          ALLOCATION OF PURCHASE PRICE*

             Inventory                             $  120,000.00

             Accounts Receivable                   $  625,000.00

             Security Deposits                     $    2,500.00

             Furniture, Fixtures, and
               Equipment                           $  325,000.00

             Covenant Not To Compete               $        1.00

             Goodwill                              $3,427,499.00

                                            TOTAL: $4,500,000.00

            *   This is a draft Allocation of Purchase Price which must be
                confirmed or revised by mutual  agreement of Purchaser and
                Seller prior to Closing.

                                  SCHEDULE 2.7

                            CONTRACTS AND COMMITMENTS

                                  SCHEDULE 2.10

                                    INSURANCE

1.

2.

3.

4.

5.

                                  SCHEDULE 2.13

                              LICENSES AND PERMITS

1.

2.

3.

4.

5.

                                EXHIBIT 4.1.1.2

                             ASSIGNMENTS OF LEASES

           [Attached is a draft form of Assignment of Leases  supplied by
           Seller  to  Purchaser.   Its   execution  is  dependent   upon
           Purchaser's  review  and  reasonable  approval  of each of the
           lease  agreements to be assigned  thereunder  and  Purchaser's
           review  and  reasonable  approval  of the  form of  Assignment
           itself.]

                                 EXHIBIT 4.1.1.3

                             COVENANT NOT TO COMPETE

         COVENANT  NOT TO COMPETE made and entered into this ____ day of ______,
199__,  by and  between  _____________________________  ("Covenantor")  and LIFE
CRITICAL  CARE  CORPORATION,  a Delaware  corporation,  and its  successors  and
assigns ("Purchaser").

                                   WITNESSETH:

         WHEREAS,  ABC Medical  Supply,  Inc.  (hereafter  called  "Seller")  is
selling certain operating assets related to its home medical equipment  business
(the "Business") to Purchaser in a transaction contemplated in an Asset Purchase
Agreement dated  _____________,  1996 (hereafter called the "Agreement") entered
into by Seller and Purchaser; and

         WHEREAS,  the Covenantor  has been a stockholder of Seller  involved in
the operation of the Business and is familiar with the operation of the Business
generally; and

         WHEREAS,  the  Covenantor  agreed to enter  into this  Covenant  Not to
Compete as an inducement to Purchaser to enter into the Agreement as a result of
which Agreement the Covenantor will materially benefit.

         NOW, THEREFORE, the parties hereto do covenant and agree as follows:

         1.  COVENANT  NOT TO COMPETE  PAYMENT.  Simultaneously  with the
delivery  of this  Covenant  Not to Compete, Purchaser has paid to Seller the
sum of One Dollar ($1.00) in cash, or certified check.

         2.  RESTRICTIVE  COVENANT.  In  consideration  for the  entry  into the
Agreement by the Purchaser,  the Covenantor covenants that he will not, directly
or indirectly for a period of five (5) years from and after the date hereof, own
in whole or in part, manage, operate,  control, or perform services for any home
health  equipment  business  located  within the States of  Michigan,  Illinois,
Indiana or Ohio, except that Covenantor shall remain free to own and conduct the
business of Wound K-Air Management.

         3.  CONFIDENTIAL  INFORMATION.  For a period of five (5) years from and
after the date hereof,  the Covenantor shall hold all  Confidential  Information
(i.e., all trade secrets and proprietary and confidential  information regarding
the  Business  of  whatever  nature,  in whatever  medium,  developed,  owned or
acquired by the Seller or the  Covenantor,  including  customers and prospective
customers  and  suppliers  but  excluding  information  which  at  the  time  of
disclosure is in the public  domain  through no fault of, or violation of law or
breach of agreement by the Covenantor or which the Covenantor can demonstrate he
has lawfully  obtained  from a third party under  circumstances  permitting  its
lawful  disclosure  and use  which the  Covenantor  reasonably  believes  has no
obligation  of  confidentiality  with  respect  thereto) in  confidence  and not
disclose, duplicate, communicate or transmit the Confidential Information to any
person or use or exploit any Confidential Information for any purpose, except as
may be  necessary  or  desirable  to the  permitted  operation  of  Wound  K-Air
Management,  and in a manner reasonably calculated to avoid any material adverse
effect on the Business as conducted by Purchaser.

         4.  REASONABLENESS.  The Covenantor  hereby  expressly  agrees that any
competition  by him with the Business in violation of the terms of this Covenant
Not to Compete  would,  among other things,  materially  impair the  Purchaser's
future  prospects  and that the  limitations  set forth in Paragraph 2 above are
reasonable,  both  as to time  and  geographic  area.  If,  notwithstanding  the
foregoing, the scope of any restriction contained in Paragraph 2 is too broad to
permit  enforcement  thereof  to its  full  extent,  such  restriction  shall be
enforced to the maximum extent  permitted by law, and  Covenantor  hereby agrees
that such scope may be judicially modified accordingly in any proceeding brought
to enforce such restriction.

         5.  INJUNCTIVE  RELIEF.  The Covenantor  hereby  recognizes that in the
event of his breach of any of the covenants  hereunder  Purchaser's  remedies at
law for money damages would be inadequate, and, therefore, the Covenantor hereby
stipulates that Purchaser shall be entitled to injunctive relief in the event of
any breach of the Covenantor's covenants hereunder.

         6.  INTERPRETATION.  This  Covenant  Not to Compete and the  provisions
hereof shall in all respects be  interpreted  under  and  regulated  by the laws
of the State of  Michigan  except  for the  choice of law rules utilized in that
jurisdiction.

         7.  AMENDMENT.  This  Covenant  Not to Compete  contains  all the
understandings  of the parties and shall not be altered or amended, except in a
writing signed by each of the parties hereto.

                                      -2-

         8.  ATTORNEYS'  FEES. In the event of litigation  between the parties,
the prevailing party shall be entitled to reasonable attorneys' fees and costs
of litigation.

         9.  BINDING  EFFECT.  This  Covenant  Not to Compete  shall be  binding
upon the  parties  and their respective successors and assigns.

         10. COUNTERPARTS.  This  Covenant  Not to Compete may be executed in
two or more  counterparts,  each of which, when taken together, shall constitute
one and the same original.

         IN WITNESS  WHEREOF,  the  parties  have caused  this  Covenant  Not to
Compete to be executed under seal on the day and year first above written.

                                   COVENANTOR:

                                   _________________________________(SEAL)

                                   [ONE SET TO BE EXECUTED BY EACH
                                   STOCKHOLDER OF ABC MEDICAL
                                   SUPPLY, INC.]

                                   PURCHASER:

                                   LIFE CRITICAL CARE CORPORATION

                                   By:______________________________(SEAL)

                                      -3-

                                EXHIBIT 4.1.1.6

                         OPINION OF COUNSEL FOR SELLER

                      [Letterhead of Rollert and MacNeal]

                             ______________, 199__

Life Critical Care Corporation
3333 West Commercial Boulevard
Suite 203
Fort Lauderdale, Florida   33309
Attention:  Ms. Amy E. Parker

Ladies and Gentlemen:

        This  opinion  is  delivered  pursuant  to  Section  4.1.1.6  of  the
Asset  Purchase   Agreement,   dated                 , 1996 (the  "Agreement"),
between ABC Medical  Supply,  Inc. (the  "Company"),  Timothy Dillon and Dennis
Phillips and Life Critical Care  Corporation (the  "Purchaser").  I have acted
as  counsel  to the  Seller in  connection  with the  Agreement  and the
transactions contemplated thereby. Where a term that is defined in the Agreement
is used in this  Opinion,  the  term  has the  same meaning  set  forth  in the
Agreement, unless differently defined herein.

        (1)     In rendering the opinions set forth below, I have examined:

                (A) The fully executed Agreement; and

                (B) The  Articles of  Incorporation,  By-Laws and minutes of the
corporate proceedings of the Company.

        (2)     In rendering the opinions set forth below, I have assumed:

                (A) Each of the parties to the  Agreement  other than my clients
have the power and  authority  to:  (i) enter into the  Agreement  and all other
agreements or documents required to be executed by it pursuant to the Agreement;
and (ii)  perform  all of its  obligations  under  the  Agreement  and all other
agreements or documents required to be executed by it pursuant to the Agreement;

                (B) All  required  corporate  actions  and  authorizations
other than on behalf of my clients have been completed; and

                (C) The  authenticity  of all documents  submitted as originals,
the genuineness of all signatures  other than signatures on behalf of my clients
and  the  conformity  to the  originally  executed  documents  of all  documents
submitted to us as drafts or photocopies.

        In rendering  my  opinions,  whenever my opinion  herein  regarding  the
existence  or  absence  of facts is  indicated  to be based on my  knowledge  or
awareness,  my  opinion is  intended  to  signify  that  during the course of my
representation  of the Company no  information  has come to my  attention  which
would give me actual knowledge of the existence or absence of such facts. I have
not  undertaken  any  independent  investigation  to determine  the existence or
absence of such facts and no inference of further knowledge should be drawn from
my  representation  of the Company.  As to various questions of fact material to
this  Opinion,   I  have  relied  upon  the  truth  and   completeness   of  the
representations  and  warranties  made by the  Company  as the  "Seller"  in the
Agreement and upon certifications  executed by the Officers and Directors of the
Company. In addition, I have obtained from public officials and from officers of
the Company such other  certificates  and  assurances,  and I have examined such
corporate  records,  other  documents and questions of law, as I have considered
necessary or appropriate for purposes of this Opinion.

        Based  upon  the  foregoing,   and  subject  to  the   limitations   and
qualifications  set forth herein,  it is my opinion that, as of the date of this
letter:

                (A)  The  Company  is  a  corporation  duly  organized,  validly
existing and in good standing  under the laws of the state of Michigan,  and has
the corporate  power to own all of its properties and assets and to carry on its
business as it is now being conducted.

                (B) The Company has validly taken all necessary corporate action
to  authorize  it to execute and deliver the  Agreement  and to  consummate  the
transactions  contemplated thereby; and the Agreement has been duly executed and
delivered  by the Company and is a valid and binding  agreement  of the Company,
enforceable in accordance with its terms.

                (C) The  execution  and delivery of the Agreement by the Company
and the consummation by the Company of the transactions contemplated on its part
thereby  do  not  and  will  not  violate  any  provision  of  the  Articles  of
Incorporation or By-Laws of the Company.

                                      -2-

                (D) To my  knowledge,  all consents,  authorizations,  orders or
approvals of, and filings and registrations  with, any governmental  commission,
board or other  regulatory body required for or in connection with the execution
and delivery of the Agreement by the Company and the  consummation  by it of the
transactions contemplated on its part thereby have been obtained or made.

                (E) To my knowledge,  except as disclosed on any Schedule to the
Agreement,  there is no claim,  action,  suit or legal,  administrative or other
proceeding or  governmental  investigation,  pending or  threatened  against the
Company or any of its  properties  which might  result in any  material  adverse
change in the business or financial condition of the Company.

                (F) To the  best of my  knowledge,  neither  the  execution  and
delivery of the Agreement, nor the consummation of the transactions contemplated
thereby,  conflicts  with or does or will  violate or result (with the giving of
notice  and/or the passage of time) in a breach of any of the terms,  conditions
or provisions of or constitute a default under, any lease, mortgage, contract or
other agreement binding on the Company or affecting its properties.  To the best
of my knowledge, no consent or approval of any public authority is required as a
condition to the validity or  enforceability of the Agreement or any transaction
contemplated thereby.

                The   foregoing    Opinion   is   subject   to   the   following
qualifications:

                (A) The  Opinion  is  subject  to the  operation  and  effect of
applicable bankruptcy, insolvency, moratorium,  reorganization,  receivership or
other similar laws,  statutes or rules now or hereafter in effect  affecting the
rights of creditors generally and the rights of taxing authorities.

                (B) The enforceability of the Agreement may require  enforcement
by a court of equity,  and such  enforcement  is subject to such  principles  of
equity as courts having jurisdiction may impose.

                (C) In rendering my opinion  regarding  the good standing of the
Company, I have relied exclusively upon a Certificate of Good Standing, dated
                    , 1996, issued by the Michigan Corporation and Securities
Bureau.

                (D) My  Opinion  is based  solely  upon the laws of the State of
Michigan,  and I am opining  herein as to the subject  transaction as though the
laws of the United  States of America  and the State of  Michigan  were the only
applicable laws. I assume no responsibility  as to the applicability  thereto or
affect  thereon of the laws of any other  state or  jurisdiction.  As to matters
governed or affected by laws of states other than the State of Michigan,  I have
assumed  that  insofar  as the  substantive  laws  of  any  other  state  may be

                                      -3-

applicable to any opinions  herein,  such laws are identical to the substance of
laws of the State of Michigan applied by me herein.

        This  opinion is being  furnished to you solely for your benefit and the
benefit  of your  counsel  and may not be  relied  upon  by,  nor  copies  of it
delivered to, any other person or parties without my prior written consent.

                                            Very truly yours,

                                            ROLLERT AND MACNEAL

                                            By:  _________________________
                                                 John A. MacNeal, Partner

                                      -4-

                                EXHIBIT 4.1.1.7

                              ARTICLES OF TRANSFER
                                    BETWEEN
                            ABC MEDICAL SUPPLY, INC.
                                      AND
                         LIFE CRITICAL CARE CORPORATION

                THIS IS TO CERTIFY THAT:

                FIRST:  ABC Medical Supply,  Inc., a Michigan  corporation  (the
"Transferor"),  agrees to transfer all or substantially  all of its property and
assets  to  Life  Critical  Care  Corporation,   a  Delaware   corporation  (the
"Transferee")  pursuant to the terms of an Asset Purchase  Agreement between the
Transferor and the Transferee of even date herewith.

                SECOND:  The Transferor is incorporated  under the laws of the
State of Michigan,  with a principal office located at
________________________________________.

                THIRD:  The  Transferee  is  incorporated  under the  general
laws of the State of  Delaware.  The Transferee's address and principal place of
business is 504 Cathedral Street, Baltimore, Maryland  21201.

                FOURTH:  The  Transferor  owns no  interest  in land,  the title
to which  could be affected by the recording of an instrument among the land
records.

                FIFTH:  The terms and conditions of the transaction set forth in
these  Articles  of  Transfer  were  advised,  authorized  and  approved  by the
Transferor  in  the  manner  and  by  the  vote  required  by  its  Articles  of
Incorporation and Michigan law, in the following manner:  The Board of Directors
of the Transferor by unanimous  written consent  adopted a resolution  declaring
that the proposed transaction described herein was advisable,  and directed that
the proposed  transaction be submitted to the stockholders of the Transferor for
consideration  and approval.  The  Shareholders  of the  Transferor by unanimous
written  consent  adopted a resolution  declaring that the proposed  transaction
described herein was approved.

                SIXTH:  The terms and conditions of the transaction set forth in
these  Articles  of  Transfer  were  advised,  authorized  and  approved  by the
Transferee in the manner and by the vote required by its Charter and the laws of
the place of its incorporation,  in the following manner: The Board of Directors
of the Transferee by unanimous  written consent  adopted a resolution  declaring
that the proposed transaction was approved.

                SEVENTH:  The nature and amount of the  consideration to be paid
by the  Transferee to the  Transferor  for the assets to be  transferred  by the
Transferor  pursuant to the Asset Purchase  Agreement is  ____________  Thousand
Dollars ($___________).

                IN  WITNESS  WHEREOF,  on this __ day of           ,  199__,
Transferor has caused these  Articles of Transfer to be executed on its behalf
by its President and attested by its  Secretary,  and  Transferee  has caused
these Articles of Transfer  to be  executed  on its behalf by its  President
and attested by its Secretary, and each individual signing hereby acknowledges,
under penalties for perjury,  that  these  Articles  of  Transfer  are the act
of the party on whose behalf such  individual  is executing  the Articles of
Transfer and that, to the best of his or her knowledge,  information and belief,
the facts and matters set forth herein are true in all material respects.

ATTEST:                               ABC MEDICAL SUPPLY, INC.

__________________________            By:____________________________(SEAL)
               , Secretary                                , President

ATTEST:                               LIFE CRITICAL CARE CORPORATION

__________________________            By:____________________________(SEAL)
               , Secretary                           , Vice President

                                      -2-

                                 EXHIBIT 4.2.1.3

                       ASSIGNMENT AND ASSUMPTION AGREEMENT

                       ASSIGNMENT AND ASSUMPTION AGREEMENT

                THIS ASSIGNMENT AND ASSUMPTION  AGREEMENT is made this _____ day
of  _______________,  199__,  by and between LIFE CRITICAL CARE  CORPORATION,  a
Delaware  corporation  ("Purchaser"),  and ABC MEDICAL SUPPLY,  INC., a Michigan
corporation ("Seller").

                WHEREAS,  pursuant to that  certain  Asset  Purchase  Agreement,
dated   _____________,   1996,   between  the  parties   hereto  (the  "Purchase
Agreement"),  Seller has  agreed to assign and  transfer  to  Purchaser  certain
assets, properties and business of Seller;

                NOW, THEREFORE, in consideration of the transfer to Purchaser of
the aforesaid assets, and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties agree as follows:

                1.  Assignment.  Seller hereby assigns and transfers to
Purchaser the  following:  All right,  title and  interest  of Seller in, to and
under all contracts,  leases,  indentures,  agreements,  commitments and all
other legally binding arrangements,  whether oral or written, to which Seller is
a party or by which Seller is bound ("Contracts") that are listed on Schedule A
hereto.

                2.  Assumption.  Subject to the further terms of this Agreement,
effective  on the date  hereof,  Purchaser,  for itself and its  successors  and
assigns,  hereby  covenants  and agrees to assume,  and hereby does assume,  and
agrees to discharge,  perform, and observe,  and to indemnify,  defend, and hold
Seller harmless from and against the obligations of Seller, as and to the extent
arising from and after the date hereof,  or pertaining to any period  subsequent
to the date hereof,  as are listed or described on Schedule A,  attached  hereto
and made a part hereof.

                3.  Further  Assurances.  The parties  agree that they will take
whatever  action or actions are found to be  reasonably  necessary  from time to
time to effectuate  the provisions  and intent of this  Agreement,  and, to that
end,  the  parties  agree  that they  will  execute  any  further  documents  or
instruments  which  may be  necessary  to give  full  force  and  effect to this
Agreement or to any of its provisions.

                4.  Binding  Effect.  This  Agreement  shall be binding  upon,
and shall inure to the benefit of, the parties hereto and their respective
successors and assigns.

                5.  Governing  Law. This  Agreement  shall be governed by, and
construed in accordance  with, the laws of the State of Maryland.

                6.  Miscellaneous.   This   Agreement  is  made  and  entered
into  pursuant  to  the  terms, conditions, and provisions of the Purchase
Agreement, the terms of which are hereby made a part hereof.

                IN WITNESS  WHEREOF,  the  parties  hereto  have  caused the due
execution of this Assignment and Assumption Agreement, under seal, as of the day
and year first above written.

WITNESS:                                 ABC MEDICAL SUPPLY, INC.

______________________________           By: ___________________________(SEAL)
                                                             , President

                                                       - SELLER-

WITNESS:                                 LIFE CRITICAL CARE CORPORATION

______________________________           By: ___________________________(SEAL)
                   , Secretary                          , Vice President

                                                       - PURCHASER-

                                      -2-

                                   SCHEDULE A
                                       TO
                      ASSIGNMENT AND ASSUMPTION AGREEMENT

                                      -3- 

Basic Info X:

Name: ASSET PURCHASE AGREEMENT
Type: Asset Purchase Agreement
Date: Oct. 24, 1996
Company: LIFE CRITICAL CARE CORP
State: Delaware

Other info:

Date:

  • 1st day of March , 1996
  • December 31 , 1994
  • October 31 , 1995
  • December 31 , 1995
  • September 30 , 1995
  • May 30 , 1996
  • March 1 , 1996
  • November 30 , 1995

Organization:

  • Closing Conditions Relating
  • Stockholders of Seller
  • Four Million Five Hundred Thousand Dollars
  • Fifty Thousand Dollars
  • Use of Name
  • Material Adverse Change
  • Telesis and Seller
  • 2.14. Business Records
  • Ernst & Young LLP
  • Board of Directors of Purchaser
  • Business of Seller
  • Counsel for Seller
  • Closing Date of Rollert
  • MacNeal of Traverse City
  • Limitation of Seller
  • Time for Bringing Claims Hereunder
  • Seller if Purchaser
  • Life Critical Care Corporation co The Morgenthau Group , Inc.
  • Esquire Whiteford , Taylor & Preston L.L.P
  • Dalzell Road Traverse City
  • American Arbitration Association
  • Bill of Sale and Assignment of Assets
  • Life Insurance Policy ies
  • Wound K-Air Management 5
  • Marketable Securities of Seller 7
  • Deposit of Seller
  • Target Book Value
  • Allocation of Purchase Price
  • Covenant Not to Compete
  • Michigan Corporation and Securities Bureau
  • State of Michigan
  • ABC Medical Supply , Inc.
  • the State of Delaware
  • The Board of Directors of the Transferor
  • The Board of Directors of the Transferee
  • the State of Maryland

Location:

  • West Branch
  • Etc
  • Gladwin
  • West Pennsylvania Avenue
  • Towson
  • Esq
  • Traverse City
  • Baltimore City
  • Illinois
  • Indiana
  • Ohio
  • Fort Lauderdale
  • Florida
  • United States of America
  • Maryland
  • Transferee
  • Delaware
  • Michigan

Money:

  • $ 67,000
  • $ 650,000
  • $ 1,000
  • $ 5,000
  • $ 50,000
  • $ 75,000
  • $ 10,000
  • $ 200,000
  • $ 120,000.00
  • $ 625,000.00
  • $ 2,500.00
  • $ 325,000.00
  • $ 1.00 Goodwill $ 3,427,499.00
  • $ 4,500,000.00

Person:

  • George S. Lawler
  • Cass Street
  • Covenantor
  • Amy E. Parker
  • Timothy Dillon
  • Dennis Phillips
  • ROLLERT
  • John A. MacNeal

Time:

  • 10:00 a.m.