Mediq Inc Watch

from 8-K ~50 pages 3rd Amended Joint Plan of Reorganization

from 8-K ~50 pages Asset Purchase Agreement

from 8-K 1 page Bruckmann, Rosser, Sherrill L.P. January 14, 1998 Mq Acquisition Corporation 126 East 56th Street New York, Ny 10022 Ladies and Gentlemen: Reference Is Made to the Agreement and Plan of Merger (The "Merger Agreement"), Dated as of January 14, 1998, Between Mediq Incorporated (The "Company") and Mq Acquisition Corporation ("Acquiror" or "You"), Providing for the Merger of Acquiror With and Into the Company (As Provided for in the Merger Agreement) (The "Merger"). We Are Pleased to Advise You That Bruckmann, Rosser, Sherrill L.P. ("Brs LP") and Related Investors Are Committed to Invest Up to $98,600,000 in Securities of the Acquiror Which Will Be Converted in the Merger Into a Combination of Equity Securities of the Company, as May Be Requested by Bruckmann, Rosser, Sherrill & Co., Inc. ("Brs"), Which Investment Is Being Made to Permit Acquiror to Consummate the Merger and the Other Transactions Contemplated by the Merger Agreement, All as Provided in the Merger Agreement. Our Investment Is Conditioned on the Fulfillment to Brs's Satisfaction of All the Conditions to Acquiror's Obligations Under the Merger Agreement. Brs Partners L.P. By: Brse Associates, Inc., Its General Partner By: /S/ Bruce Bruckmann Bruce Bruckmann Managing Director Accepted and Agreed This 14th Day of January, 1998 Mq Acquisition Corporation By: /S/ Bruce Bruckmann Bruce Bruckmann President

from 8-K 1 page Bruckmann, Rosser, Sherrill & Co., Inc. 126 East 56th Street New York, Ny 10022 January 14, 1998 Mediq Incorporated One Mediq Plaza Pennsauken, Nj 08110-1460 Gentlemen: Reference Is Made to the Agreement and Plan of Merger of Even Date Herewith (The "Merger Agreement") Between Mediq Incorporated (The "Company") and Mq Acquisition Corporation (The "Acquiror"). the Company Understands and Acknowledges That the Acquiror Has Been Formed Solely for the Purpose of Consummating the Transactions Contemplated by the Merger Agreement and That It Will Not Have Substantial Assets Until Immediately Prior to the Effective Time. Accordingly, Bruckmann, Rosser, Sherrill & Co., Inc. ("Brs") Agrees That in the Event (I) the Company Shall Not Have Breached Its Obligations Under the Merger Agreement, and (II) the Effective Time Does Not Occur Solely as a Result of Acquiror's Breach of the Merger Agreement, and Such Breach Shall Have Been Finally Judicially Determined to Be Willful and Intentional, Brs Shall Pay to the Company an Amount Equal to $27,600,000. Such Payment Shall Be Liquidated Damages in Respect of Any Such Breach. the Company Agrees That Brs and Its Affiliates and Associates (And Their Respective Employees, Officers, Directors and Shareholders) Shall Have No Further Liability or Obligation to the Company With Respect to the Merger Agreement and the Transactions Contemplated Thereby. the Company Agrees That the Liquidated Damages Payment Shall Be the Exclusive Remedy of the Company Against Brs, and Its Affiliates and Associates (And Their Respective Employees, Officers, Directors and Shareholders) With Respect to the Matters Contemplated by This Letter Agreement and the Merger Agreement; Provided That the Foregoing Shall Not Be in Derogation of the Company's Rights Under Section 9.4 of the Merger Agreement. <page> Bruckmann, Rosser, Sherrill & Co., Inc. By: /S/ Bruce C. Bruckmann Agreed and Accepted: Mediq Incorporated By: /S/ Thomas E. Carroll

from 8-K ~5 pages Stockholder Agreement

from 8-K ~5 pages Stockholder Agreement

from 8-K ~5 pages Stockholder Agreement

from 8-K ~5 pages Stockholder Agreement

from 8-K ~10 pages Stock Option Agreement

from 8-K >50 pages Agreement and Plan of Merger

from 10-K ~10 pages Stock Purchase Agreement

from 10-K405 ~50 pages Asset Purchase Agreement

from 10-K405 ~50 pages Asset Purchase Agreement

from 10-K405 ~20 pages Agreement and Plan of Merger

from 10-K405 1 page Agreement and Plan of Reorganization

from 8-K ~5 pages Amendment No. 1 to Asset Purchase Agreement

from 8-K ~50 pages Asset Purchase Agreement

from 8-K >50 pages Agreement of Merger and Plan of Reorganization