Mediq Inc Watch

from 10-K ~10 pages Stock Option Plan

from 10-K ~5 pages Material contract

from 10-K ~5 pages Material contract

from 10-K 1 page Second Amendment This Second Amendment to the Employment Agreement Between Mediq Incorporated (The "Company") and Michael F. Sandler (The "Executive"), Dated as of June 26, 1995, as Previously Amended by an Amendment Dated as of April 30, 1997 (The "Employment Agreement"), Is Made by and Between the Company and the Executive as of September 30, 1997. for Good and Valuable Mutual Consideration, the Receipt and Sufficiency of Which Is Hereby Acknowledged, the Parties Hereto Agree as Follows: 1. Notwithstanding the Provisions Contained in Paragraph 4.4(a)(ii) of the Employment Agreement, the Severance Payments Due to Executive Pursuant to Said Paragraph 4.4(a)(ii) of the Employment Agreement Shall Be Paid Ratably by the Company to the Executive, Without Discount, at the Same Intervals as the Company's Normal Payroll Payments Are Made, Throughout the Fiscal Year Commencing October 1, 1997 and Ending September 30, 1998. 2. Notwithstanding the Provisions Contained in Paragraph 4.4(a)(ii) of the Employment Agreement, Payment for All Accrued Vacation Pay Owed to Executive Shall Be Made by Company to Executive on the First Payroll Payment Date in January 1998. 3. Except as Expressly Modified Herein, All Other Terms and Conditions Set Forth in the Employment Agreement Shall Remain in Full Force and Effect. 4. This Second Amendment Has Been Duly Authorized, Executed and Delivered by Each of the Parties Hereto in Accordance With Section 6.6 of the Employment Agreement. Mediq Incorporated By: /S/ Thomas E. Carroll Thomas E. Carroll, President /S/ Michael F. Sandler Michael F. Sandler

from 10-K 1 page Amendment This Amendment to the Employment Agreement Between Mediq Incorporated (The "Company") and Michael F. Sandler (The "Executive"), Dated as of June 26, 1995 (The "Employment Agreement"), Is Made by and Between the Company and the Executive as of April 30, 1997. Background the Parties Hereto Desire to Extend Through September 30, 1997 the Term of the Executive's Employment Pursuant to the Employment Agreement on the Terms and Conditions as Set Forth Therein, Except as Amended Hereby. Now Therefore, in Consideration of the Premises and Intending to Be Legally Bound Hereby, the Parties Hereto Agree as Follows: 1. Section 2.1 of the Employment Agreement Is Hereby Amended to Read in Its Entirety as Follows: 2.1 Term. the Term of Executive's Employment Hereunder Shall Commence on June 26, 1995 and Shall Continue Through September 30, 1997, Upon Which Such Employment Shall Terminate Without Notice or Further Action by Any Party (Such Term Is Referred to Herein as the "Contract Period"). Unless Otherwise Agreed by the Parties, the Termination of the Executive's Employment at the End of the Contract Period Shall Constitute a Nonrenewal of This Agreement Within the Meaning of Section 4.4(a)(ii) Hereof. 2. Except as Expressly Modified Herein, All Other Terms and Conditions Set Forth in the Employment Agreement Shall Remain in Full Force and Effect. 3. This Amendment Has Been Duly Authorized, Executed and Delivered by Each of the Parties Hereto in Accordance With Section 6.6 of the Employment Agreement. in Witness Whereof, the Parties Have Executed This Amendment as of the 30th Day of April, 1997. Mediq Incorporated By: /S/ Thomas E. Carroll Thomas E. Carroll, President /S/ Michael F. Sandler Michael F. Sandler

from 10-K ~20 pages 1997 Stock Option Plan

from 10-K405 1 page Amendment to the 1987 Stock Option Plan Section 6a of the Company's 1987 Stock Option Plan Will Be Amended to Read in Full as Follows: 6. Options A. Subject to Adjustment as Provided in Paragraph 13 Hereof, Options May Be Issued Pursuant to the Plan for the Purchase of Not More Than 2,000,000 Shares; Provided, However, That if Prior to the Termination of the Plan, an Option Shall Expire or Terminate for Any Reason Without Having Been Exercised in Full, the Unpurchased Shares Subject Thereto Shall Again Be Available for the Purposes of the Plan

from 10-Q ~5 pages Material contract

from 10-K405 ~10 pages Employment Agreement

from 10-K405 ~20 pages Employment Agreement

from 10-K405 ~10 pages Employment Agreement

from 10-K405 ~10 pages Stock Option Plan

from 10-K405 ~10 pages Executive Security Plan

from 10-K ~20 pages Asset Sale Agreement