STOCK ESCROW AGREEMENT

 STOCK ESCROW AGREEMENT

         THIS  AGREEMENT  has been made on  ______________,  19__,  by and among
CONTINENTAL  STOCK TRANSFER AND TRUST COMPANY  having its principal  office at 2
Broadway,  New York, New York 10004 (the "Escrow  Agent") and LIFE CRITICAL CARE
CORPORATION, a Delaware corporation,  having its principal office at 37885 Green
Street,  New  Baltimore,  Michigan  48047  (the  "Company"),  and  each  of  the
stockholders  of the Company listed on Schedule I annexed hereto  (collectively,
the "Stockholders").

         In  consideration  of the mutual  covenants  and  promises  hereinafter
contained, the parties agree as follows:

         1.     Escrow Deposit.  Concurrently  with the execution of this
Agreement, the Stockholders  have delivered to the Escrow Agent, in the
respective  numbers of shares set forth on Schedule I annexed hereto,
certificates  representing an aggregate of 600,000 shares of the Common Stock,
$.01 par value, of the Company (the  "Escrow  Shares").  The Escrow Agent
hereby  acknowledges  receipt of the Escrow Shares and accepts its appointment
by the Stockholders to hold the Escrow Shares in escrow, upon the terms and
conditions set forth in this Agreement.

         2.     Term.  The term of this  Agreement  and of the escrow  provided
hereby  (the  "Escrow  Period") shall commence on the date hereof and end on
December 31, 2004 (the "Termination  Date"),  unless sooner terminated as
hereinafter provided.

         3.     Release from Escrow.

                (a) If the Company  achieves  earnings after taxes of at least
$0.30 per share for its fiscal year ending  December 31,  1997,  then 300,000 of
the Escrow Shares shall be released from escrow and returned to the
Stockholders.

                (b) If the  Company  achieves  earnings  after taxes of at least
$0.60 per share for any fiscal year ending on or before  December 31, 1998, then
all of the Escrow  Shares  then  remaining  shall be  released  from  escrow and
returned to the Stockholders.

                (c) If at any time  prior to the  Termination  Date the  Company
achieves  earnings  after  taxes of at least  $1.25 per  share,  then all of the

Escrow Shares then  remaining  shall be released from escrow and returned to the
Stockholders.

                (d) Whenever any Escrow  Shares are required to be released from
escrow by the terms of this  Section 3, the Company  shall give  written  notice
thereof to the Escrow Agent and to H.J. Meyers & Co., Inc. If H.J. Meyers & Co.,
Inc.  shall not have notified the Escrow  Agent,  within ten business days after
its actual receipt of such notice,  that the  requirements of this Section 3 for
the release of such Escrow Shares have not been satisfied, then the Escrow Agent
shall,  as soon as  reasonably  practicable,  deliver such Escrow  Shares to the
Stockholders on a pro-rata basis in accordance with their respective deposits of
Escrow Shares set forth on Schedule I annexed hereto.  Upon such delivery of all
of the Escrow Shares, this Agreement shall terminate.

                (e) If all of the Escrow  Shares  have not been  required  to be
released  from  escrow by the terms of this  Section 3 prior to the  Termination
Date,  then on the  Termination  Date the Escrow Agent shall  deliver all of the
Escrow Shares  remaining to the  Stockholders  on a pro-rata basis in accordance
with their respective  deposits of Escrow Shares set forth on Schedule I annexed
hereto. Upon such delivery of all of the Escrow Shares remaining, this Agreement
shall terminate.

                (f) For  purposes of this  Agreement,  the  Company's  "earnings
after taxes" shall be determined by the independent certified public accountants
then regularly  engaged by the Company,  in accordance  with generally  accepted
accounting  principles applied on a consistent basis, and when certified by such
accountants,  such  determination  shall  be  conclusive  and  binding  upon the
parties.  The  earnings  after  taxes and stock  price  levels  required by this
Section 3 for release of the Escrow  Shares shall be  appropriately  adjusted in
the event that the Company  shall at any time pay a stock  dividend on, or split
up, subdivide, combine or recapitalize, the Common Stock.

         4. Disputes.  In the event of any disagreement between the Stockholders
and the Company  resulting in conflicting  instructions to, or adverse claims or
demands upon, the Escrow Agent with respect to the release of the Escrow Shares,
the  Escrow  Agent  shall  be  entitled  to  refuse  to  comply  with  any  such
instruction,   claim  or  demand  unless  instructed  to  the  contrary  by  the
Stockholders and the Company jointly,  and in so refusing the Escrow Agent shall
not be or become liable in any way to the Stockholders or to the Company for its
failure or refusal to comply with any such  conflicting  instructions or adverse
claims or demands,  and it shall be  entitled  to  continue  so to refrain  from
acting until such conflicting or adverse demands

(a) shall have been resolved by agreement  and the Escrow Agent shall have been
notified in writing  thereof by the Stockholders and the Company, or (b) shall
have been finally determined by a court of competent jurisdiction.

         5.     Concerning the Escrow Agent. The parties understand and agree as
follows:

                (a) The  Escrow  Agent is not a  trustee  for any  party for any
purpose,  and is merely  acting as a depository  and in a  ministerial  capacity
hereunder with the limited duties herein prescribed.

                (b) The  Escrow  Agent has no  responsibility  in respect of the
Escrow Shares, or any instruction,  certificate or notice delivered to it, other
than faithfully to carry out the obligations  undertaken by it in this Agreement
and to  follow  the  directions  in  such  instruction  or  notice  provided  in
accordance with the terms hereof.

                (c) The Escrow Agent shall not be liable for any action taken or
omitted  by it in good  faith and may rely upon and act in  accordance  with the
advice of its  counsel  without  liability  on its part for any action  taken or
omitted in accordance with such advice.  In any event,  its liability  hereunder
shall be limited to liability for gross  negligence,  willful  misconduct or bad
faith on its part.

                (d) The  Escrow  Agent  may  conclusively  rely  upon and act in
accordance  with  any  certificate,   instruction,   notice,  letter,  facsimile
transmission, telegram, cablegram, or other written instrument believed by it to
be genuine and to have been signed by the proper party or parties.

                (e) The Company agrees (i) to pay the Escrow Agent's  reasonable
fees and to reimburse it for its reasonable expenses,  including attorneys fees,
incurred in connection  with its duties  hereunder,  and (ii) to save  harmless,
indemnify  and defend the Escrow Agent for,  from and against any loss,  damage,
liability,  judgment,  cost  and  expense  whatsoever,  including  counsel  fees
suffered   or   incurred   by  it,  by  reason  of,  or  on   account   of,  any
misrepresentation  made to it or its status or  activities as Escrow Agent under
this  Agreement,  except  for any loss,  damage,  liability,  judgment,  cost or
expense resulting from gross negligence,  willful misconduct or bad faith on the
part of the Escrow  Agent.  The  obligation  of the Escrow  Agent to deliver the
Escrow Shares to the  Stockholders  shall be subject to the prior  satisfaction,
upon  demand  of the  Escrow  Agent,  of the  Company's  obligations  so to save
harmless,  indemnify  and defend the Escrow  Agent,  and to reimburse the Escrow
Agent or otherwise pay its fees and expenses hereunder.

                (f) The Escrow  Agent  shall not be required to defend any legal
proceeding  which may be instituted  against it in respect of the subject matter
of this Agreement unless it is (i) requested so to do by the Stockholders or the
Company and (ii) indemnified,  to the Escrow Agent's satisfaction,  by the party
requesting  such defense  against the cost and expense of such  defense.  If any
such legal proceeding is instituted against it, the Escrow Agent agrees promptly
to give notice of such  proceeding  to the  Stockholders  and the  Company.  The
Escrow Agent shall not be required to institute legal proceedings of any kind.

                (g) The Escrow  Agent  shall not,  by act,  delay,  omission  or
otherwise, be deemed to have waived any right or remedy it may have either under
this  Agreement  or  generally  unless such waiver is in writing,  and no waiver
shall be valid unless it is in writing,  signed by the Escrow Agent, and only to
the extent  expressly  therein set forth. A waiver by the Escrow Agent under the
terms of this Agreement  shall not be construed as a bar to, or a waiver of, the
same or any other  such  right or remedy  which it would  otherwise  have on any
other occasion.

                (h) The Escrow  Agent may resign as such  hereunder by giving 30
days' written notice thereof to the Stockholders and the Company. Within 20 days
after receipt of such notice,  the Stockholders and the Company shall furnish to
the Escrow Agent written  instructions for the release of the Escrow Shares then
remaining to a  substitute  Escrow Agent which  (whether  designated  by written
instructions  from the Stockholders  and the Company jointly,  or in the absence
thereof by  instructions  from a court of competent  jurisdiction  to the Escrow
Agent) shall be a bank or trust company  organized and doing  business under the
laws of the United  States or of any state  thereof with a combined  capital and
surplus of at least  $5,000,000.  Such substitute  Escrow Agent shall thereafter
hold the Escrow  Shares and  otherwise  act  hereunder  as if it were the Escrow
Agent  originally named herein.  The Escrow Agent's duties and  responsibilities
hereunder  shall  terminate  upon the release of all Escrow  Shares then held in
escrow  according to such written  instruction  or upon such  delivery as herein
provided.  This Agreement  shall not otherwise be assignable by the Escrow Agent
without the prior written consent of the Stockholders and the Company.

         6. Concerning the Escrow Shares. During the Escrow Period and while any
Escrow Shares are being held by the Escrow Agent pursuant to this Agreement: (a)
no Stockholder shall sell, assign,  transfer,  pledge,  hypothecate or otherwise
dispose of any of the Escrow Shares deposited by him; (b) each Stockholder shall
promptly  deliver  to  the  Escrow  Agent  all  stock  certificates   evidencing
additional  shares of Common Stock which he

may receive as the result of a stock dividend,  split-up or similar  transaction
in respect of the Escrow Shares; and (c)  each  Stockholder  shall  have the
sole  power  to vote the  Escrow  Shares deposited by him.

         7. Notices.  Each notice,  instruction or other certificate required or
permitted by the terms hereof shall be in writing and shall be  communicated  by
personal  delivery,  telecopier,  telex or registered or certified mail,  return
receipt requested, to the parties hereto at the addresses set forth below, or at
such other address as any of them may designate by notice to each of the others:

         If to the Company:              Life Critical Care Corporation
                                         37885 Green Street
                                         New Baltimore, Michigan 48047

         If to the Stockholders:         c/o Thomas H. White
                                         Life Critical Care Corporation
                                         37885 Green Street
                                         New Baltimore, Michigan 48047

         If to the Escrow Agent:         Continental Stock Transfer and Trust
                                         Company
                                         2 Broadway
                                         New York, New York 10004
                                         Attn.: Mr. William Seegraber

All notices,  instructions or  certificates  given hereunder to the Escrow Agent
shall be effective upon receipt by the Escrow Agent. All notices given hereunder
by the Escrow  Agent  shall be  effective  and  deemed  received  upon  personal
delivery or transmission by telecommunication  or, if mailed, five calendar days
after mailing by the Escrow Agent.

         8.  Modification.  Except as  provided  by Section  5(h)  hereof,  this
Agreement  may not be modified,  altered or amended in any  material  respect or
canceled or  terminated  except with the consent of the Company,  which  consent
shall have been approved by the holders of a majority of the outstanding  shares
of the Common Stock (excluding shares held by the Stockholders).

         9. 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,  and shall be binding upon and
shall inure to the benefit of all parties hereto and their respective successors
in interest and assigns.  Wherever  used herein,  the

masculine  pronoun  shall include  the  feminine  and the  neuter,  as
appropriate  in the  context.  The Agreement  may be executed in two or more
counterparts,  each of which shall be deemed an original but all of which
together  shall  constitute one and the same instrument.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement, or
caused it to be executed by their duly authorized officers,  on the day and year
first above written.

                                     CONTINENTAL STOCK TRANSFER
                                     AND TRUST COMPANY

                                     By:________________________________
                                           Name:
                                           Title:

                                     LIFE CRITICAL CARE CORPORATION

                                     By:________________________________
                                           Name:
                                           Title:

                                     ___________________________________
                                     Thomas H. White

                                     ___________________________________
                                     Gregory A. Poloni

                                     ___________________________________
                                     Anthony R. Morgenthau

                                     ___________________________________
                                     Richard M. Andzel

                                     ___________________________________
                                     Amy E. Parker

                                   SCHEDULE I

                   Name of                     Number of
                 Stockholder                 Escrow Shares
                 -----------                 -------------
              Thomas H. White                    305,132

              Gregory A. Poloni                   41,368

              Anthony R. Morgenthau               51,000

              Richard M. Andzel                   51,000

              Amy E. Parker                       76,500
                                                 -------
                                Total            525,000

 

Basic Info X:

Name: STOCK ESCROW AGREEMENT
Type: Escrow Agreement
Date: Dec. 10, 1996
Company: LIFE CRITICAL CARE CORP
State: Delaware

Other info:

Date:

  • December 31 , 2004
  • December 31 , 1997
  • December 31 , 1998

Organization:

  • Meyers & Co.
  • Thomas H. White Life Critical Care Corporation
  • Continental Stock Transfer
  • State of New York
  • Name of Number of Stockholder Escrow Shares

Location:

  • Delaware
  • United States
  • New Baltimore
  • Michigan
  • Broadway New York

Money:

  • $ .01
  • $ 0.30
  • $ 0.60
  • $ 1.25
  • $ 5,000,000

Person:

  • William Seegraber
  • Thomas H. White
  • Gregory A. Poloni
  • Anthony R. Morgenthau
  • Richard M. Andzel
  • Amy E. Parker