approved by the Board of Directors of the Company and that this letter agreement

 Exhibit 10.18

                             H.J. MEYERS & CO., INC.
                              1895 Mt. Hope Avenue
                            Rochester, New York 14620

                                                     ____________, 1996

Life Critical Care Corporation
37885 Green Street
New Baltimore, Michigan  48047

Ladies and Gentlemen:

         You have agreed that H.J. Meyers & Co., Inc. ("H.J. Meyers") may act as
a non-exclusive finder or financial consultant for you in various transactions
in which Life Critical Care Corporation (the "Company") may be involved, such as
mergers, acquisitions and consolidations, for a period of twenty-four (24)
months from the date of this Agreement (the "Period").

         1.       H.J. Meyers' Fee.

                  (a) If, during the Period,  H.J.  Meyers brings to the Company
         an opportunity for a proposed  merger,  consolidation or acquisition of
         assets  involving  the  Company as one of the  parties  thereto,  or an
         acquisition  of all or  substantially  all  of  the  securities  of the
         Company or of another  entity  (including an  acquisition  of assets or
         securities  that is paid  for in  part  or in full by the  issuance  of
         shares of the Company's  Common Stock or other  securities),  then upon
         the consummation of any such transaction (but only if such consummation
         occurs within  thirty-six (36) months from the date of this Agreement),
         the Company will pay to H.J. Meyers as a fee the amount provided for in
         Paragraph 1(c) hereof;  provided,  however,  that H.J.  Meyers shall be
         deemed to have  brought an  opportunity  to the Company for purposes of
         this  Paragraph  1(a)  only  if the  opportunity  is at  least  briefly
         specifically  described in a writing (which need not identify the other
         parties) signed by H.J. Meyers and received (with receipt  acknowledged
         in  writing  by  the  Company)  prior  to  any   negotiations   between
         representatives  of the Company and  representatives of the other party
         or parties to such transaction,  and such writing signed by H.J. Meyers
         refers to the Company's obligations under this Paragraph 1(a).

                  (b) If,  during  the  Period,  an  opportunity  for a proposed
         transaction  of the type  described in Paragraph 1(a) hereof is brought
         to the Company by someone other than H.J. Meyers, and if the Company in
         writing  retains  H.J.  Meyers for  consultation  or other  services in
         connection  therewith,  then upon the consummation of that transaction,
         the Company  will pay H.J.  Meyers as a fee the amount  provided for in
         Paragraph  1(c)  hereof  or such fee as is  otherwise  agreed to by the
         Company and H.J. Meyers.

                  (c) The amount to be paid by the Company to H.J. Meyers in any
         case  described in  Paragraphs  1(a) or 1(b) hereof shall be calculated
         based on the  value of the  consideration  paid to or  received  by the
         Company (or its  stockholders),  as follows:  five  percent (5%) of the
         first two million  dollars and two percent (2.0%) of any  consideration
         above two million dollars.  "Consideration"  shall mean the total value
         of all cash,  securities,  other property and any other  consideration,
         including,   without  limitation,  any  contingent,   earned  or  other
         consideration  paid or payable,  directly or indirectly,  in connection
         with  a  transaction  and  consideration  shall  be  determined  at the
         closing.  The value of any such securities  (whether debt or equity) or
         other  property  shall  be  determined  as  follows:  (1) the  value of
         securities  that are freely  tradeable in an established  public market
         shall be the last closing market price of such securities  prior to the
         public  announcement  of the  transaction;  and  (2) the  value  of the
         securities  which are not freely tradeable or which have no established
         public market, or if the consideration  consists of property other than
         securities, the value of such securities or other property shall be the
         fair-market  value  thereof as mutually  agreed by the Company and H.J.
         Meyers. Consideration shall also be deemed to include any indebtedness,
         including,  without  limitation,  pension  liabilities,  guarantees and
         other obligations assumed,  directly or indirectly, in connection with,
         or which survives the closing of, a transaction.  If the  consideration
         to be paid is computed or payable in any foreign currency, the value of
         such foreign currency shall, for the purposes hereof, be converted into
         U.S. Dollars at the prevailing exchange rate on the dates on which such
         consideration is payable.

         2. Payment.  The fee due to H.J. Meyers  hereunder shall be paid by the
Company in cash at the closing of the transaction, without regard to whether the
transaction  involves payment in cash, stock or a combination of stock and cash,
or is made on an installment sales basis. By way of example,  if the transaction
involves  securities of the acquiring entity (whether securities of the Company,
if the Company is the acquiring  party, or securities of another entity,  if the
Company  is  the  selling  party)  having  a  value  of  $5,000,000,   the  cash
consideration  to be paid by the  Company  to H.J.  Meyers at  closing  shall be

         3.       Binding Obligation.  The Company represents and warrants to
H.J. Meyers that H.J. Meyers' engagement hereunder has been duly authorized and
approved by the Board of Directors of the Company and that this letter agreement
has been duly executed and delivered by the Company and constitutes a legal,
valid and binding obligation of the Company.

         4. In General.  This  Agreement  shall be governed by and  construed in
accordance  with the laws of the State of New York applicable to agreements made
and to be performed  entirely  within such State.  This Agreement sets forth the
entire agreement and  understanding  between the undersigned with respect to its
subject   matter  and   supersedes   all  prior   discussions,   agreements  and
understandings of every kind and nature between them with respect thereto.  This
Agreement shall inure to the benefit of, and be enforceable against, each of the
undersigned and their respective successors and assigns.

Life Critical Care Corporation

___________, 1996
Page 4

         Please sign this letter at the place indicated below, whereupon it will
constitute our mutually binding  agreement with respect to the matters contained

                                            Yours very truly,

                                            H.J. MEYERS & CO., INC.





Basic Info X:

Name: approved by the Board of Directors of the Company and that this letter agreement
Type: this Letter Agreement
Date: Nov. 1, 1996
State: Delaware

Other info:


  • Meyers & Co. , Inc.
  • Life Critical Care Corporation
  • Board of Directors of the Company
  • State of New York


  • Rochester
  • New York
  • New Baltimore
  • Michigan
  • U.S


  • two million dollars
  • $ 5,000,000
  • $ 160,000


  • Meyers


  • five percent 5 %
  • two percent
  • 2.0 %