<PAGE>

     AGREEMENT dated as of this 1st day of January, 1996 by and among MEDIQ,
Incorporated, a Delaware corporation on its own behalf and on behalf of its
subsidiary corporations and its officers, directors and employees and the
officers, directors and employees of its subsidiary corporations, ('MEDIQ' or
'Company') and Bernard J. Korman on his own behalf and on behalf of his
executors, administrator, successors and assigns ('Mr. Korman').
 
                              W I T N E S S E T H:
 
     WHEREAS, Mr. Korman has been employed by MEDIQ as its President and Chief
Executive Officer and he has served as a member of MEDIQ's Board of Directors
and as a director of Nutramax, PCI, MHM, and MMI, all affiliates of MEDIQ or its
principal stockholders;
 
     WHEREAS, Mr. Korman is a participant in and has certain rights with respect
to the Company's deferred compensation plan, employees savings plan and pension
plan, as well as options to purchase Company stock, which expire on January 23,
1996, all as are set forth in Schedule I appended hereto;
 
     WHEREAS, in connection with a change in the Company's business direction,
Mr. Korman's employment as President and Chief Executive Officer of MEDIQ
terminated on October 23, 1995 and in connection therewith has made certain
claims against MEDIQ with respect to compensation and severance;
 
     WHEREAS, since October 23, 1995 MEDIQ has tendered Mr. Korman and Mr.
Korman has received the appropriate documentation permitting him to elect to
preserve his rights to continue certain benefits at his expense under COBRA;
 
     WHEREAS, the parties hereto desire to compromise and settle all claims
which each may have against the other.
 
     NOW, THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, receipt of which is acknowledged, the
parties hereto, intending to be legally bound hereby agree as follows:
 
          1. Resignation from Employment.  Mr. Korman hereby acknowledges and
     affirms that his employment as President and Chief Executive Officer of
     MEDIQ and its subsidiary MEDIQ/PRN terminated as of October 23, 1995. He
     has or will promptly relinquish and return all Company property including
     credit cards, computers, lists and accounts.
 
          2. Board Positions.  Mr. Korman resigns effective January 1, 1996 as a
     director of MEDIQ. Mr. Korman will not be slated for election as a director
     at MEDIQ's 1996 annual meeting, and it is understood that MEDIQ and its
     principal stockholders are free to take such action as they deem
     appropriate with respect to the slating or voting for the election of Mr.
     Korman to the boards of directors of Nutramax, PCI, MHM and MMI. Mr. Korman
     agrees that, if not so slated or voted for, he will make no challenge to
     the decision of MEDIQ or its principal stockholders. In addition, upon
     MEDIQ's written request, Mr. Korman will affirmatively inform any of these
     companies that he is unwilling to be slated for election as a director.
 
          3. Severance.  MEDIQ shall pay Mr. Korman as severance pay
     $1,185,000.00 in 36 equal monthly installments, the first three such
     payments being due seven days after execution of this Agreement and
     subsequent payments being due on the 15th day of each month thereafter. Mr.
     Korman acknowledges that these payments will be subject to any required
     withholding of federal, state and local taxes. In the event of his death
     prior to his receipt of the entire severance, the remaining installments
     shall be paid to Mr. Korman's wife, if she survives him, or to his estate
     if his wife predeceases him, in either case in a lump sum at its then
     present value discounted at the then prime interest rate plus one percent.
     Such severance shall be in full satisfaction of all obligations, including
     claims for bonus, to Mr. Korman except for his vested rights under various
     Company plans listed in Schedule I. MEDIQ's severance obligations hereunder
     shall cease immediately in the event that Mr. Korman shall materially
     breach his obligations under Paragraph 2, 5 or 6(a) of this Agreement.
<PAGE>
          4. Cooperation.  For a reasonable period following the execution and
     delivery of this Agreement, Mr. Korman shall make himself reasonably
     available (with due consideration as to Mr. Korman's other commitments)
     upon request of MEDIQ to assist MEDIQ with regard to matters where he, as
     the former CEO, has unique knowledge or perspective. Mr. Korman shall be
     reimbursed for all out-of-pocket expenses (including first class air travel
     and accommodations) incurred in connection with any such assistance.
 
          5. Non-Disclosure of Confidential Information.  Mr. Korman shall not
     without the prior written consent of MEDIQ, use or disclose in any manner,
     directly or indirectly, any non-public information concerning MEDIQ or any
     of its subsidiaries.
 
          6. Non-Disparagement.  (a) Mr. Korman shall make no statement which is
     directly disparaging of or is otherwise negative about MEDIQ, its officers
     or directors or about its subsidiaries or their officers, directors and
     employees.
 
             (b) MEDIQ shall make no statement which is directly disparaging of
        or is otherwise negative about Mr. Korman.
 
          7. Release.  (a) In consideration of the benefits herein provided and
     as a material inducement for MEDIQ to enter into and perform its
     obligations under this Agreement, Mr. Korman hereby releases MEDIQ, its
     subsidiaries and their respective shareholders, affiliates, officers,
     directors, employees, agents and representatives and each of them from and
     against any and all claims which Mr. Korman may have against them or any of
     them arising out of events occurring prior to the date of this Agreement,
     including but not limited to, any claim for employment discrimination,
     wrongful termination, breach of any agreement, express or implied, written
     or oral, or any other claim arising under any federal, state, or local
     common or statutory law including claims of age discrimination.
 
             (b) As a material inducement for Mr. Korman to enter into this
        Agreement, MEDIQ hereby releases Mr. Korman from and against any and all
        claims which any of them may have against him arising out of events
        occurring prior to the date of this Agreement.
 
             (c) Notwithstanding the mutual releases as set forth in the
        foregoing subparagraphs (a) and (b), nothing contained herein shall
        affect the right of any party hereto to enforce the terms of this
        Agreement, and it is understood that Mr. Korman retains all rights to
        indemnification as a director or officer of MEDIQ or as a director or
        officer of its subsidiaries as provided under the respective By-laws of
        those corporations and applicable law and that this release does not
        purport to affect any of Mr. Korman's rights under the plans listed on
        Schedule I.
 
          8. Confidentiality.  Each party hereto agrees that the terms and
     conditions of this Agreement shall remain strictly confidential and shall
     not be disclosed by any party to any person who is not a party to this
     Agreement (with the exception of a spouse, financial advisor, accountant or
     attorney of a party) unless such disclosure is required by law.
 
          9. Certain Representations.  Each party hereto represents and agrees
     that he or it has consulted with counsel, that he or it fully understands
     the terms of this Agreement and is free and voluntarily entering into this
     Agreement in consideration of the covenants and agreements herein set
     forth. Mr. Korman represents that he has had 21 days to consider this
     Agreement before its execution, and that he may revoke his Agreement for a
     period of seven days after he has executed it.
 
          10. Legal Fees.  Each party hereto shall bear his or its respective
     legal fees in connection with the negotiation and the consummation of this
     Agreement.
 
          11. Entire Understanding.  This Agreement sets forth the entire
     understanding of the parties hereto with respect to the subject hereof and
     may be modified or amended only in writing signed by each of the parties
     hereto.
 
                                       2
<PAGE>
          12. New Jersey.  This Agreement shall be construed and interpreted
     under the laws of the State of New Jersey.
 
          13. Non-Admission.  MEDIQ does not concede and expressly denies that
     it has violated any law, statute, ordinance, contract, duty, or obligation
     whatsoever, or that it committed any tort or engaged in any wrongful
     conduct with respect to Mr. Korman.
 
          14. No Reemployment.  By this Agreement, Mr. Korman agrees that Mr.
     Korman shall neither apply for employment nor seek reinstatement of
     employment with MEDIQ in the future. Mr. Korman hereby waives any rights
     that may accrue to Mr. Korman and releases MEDIQ from any liability that
     may arise against it because of any rejection of any application for
     employment with MEDIQ that Mr. Korman may make notwithstanding this
     provision.
 
          15. Notices.  Any notice required or permitted hereunder shall be
     given to a party in writing at the respective address set forth below by
     certified or registered mail, return receipt requested, or at such other
     address as a party may provide by written notice:
 
<TABLE>
<S>                                      <C>
To Mr. Korman:                           Bernard J. Korman
                                         3001 Red Lion Road
                                         Philadelphia, PA 19114-1123
To MEDIQ:                                MEDIQ INCORPORATED
                                         One Mediq Plaza
                                         Pennsauken, NJ 08110-1400
</TABLE>
 
     16. Agreement Binding.  This Agreement shall be binding upon the parties
hereto, their respective successors and assigns, heirs and administrators, as
the case may be.
 
     17. PCI Compensation.  MEDIQ acknowledges that if Mr. Korman continues to
play a role in the sale of PCI and makes a significant positive contribution
thereto, MEDIQ may, in MEDIQ's discretion, pay Mr. Korman a bonus in connection
therewith.
 
     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
 
                                          /s/_Bernard J. Korman_________________
                                            Bernard J. Korman
 
                                          MEDIQ
 
                                          By:_/s/_Michael J. Rotko______________
                                               Chairman
 
                                       3
<PAGE>
                                                                      SCHEDULE I
 
                         LIST OF MR. KORMAN'S ACCOUNTS
 
MEDIQ Employees Savings Plan
 
Executive Security Plan (it being understood that Mr. Korman's deferred benefit
account under the Executive Security Plan will continue to be credited at the
retirement interest yield until his normal retirement date (age 65) and will be
amortized using the same rate)
 
MEDIQ Employees Pension Plan (full benefits payable as of November 1, 1996)
 
Stock options in respect of 500,000 shares of MEDIQ stock pursuant to
certificate dated as of August 25, 1993
 
Rights to continued medical and dental benefits under COBRA
 
                                       4