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                                                                      [TSX LOGO]
                                                                     TSX VENTURE
                                                                        EXCHANGE
                                     FORM 5D

                                ESCROW AGREEMENT
                                 VALUE SECURITY


THIS AGREEMENT is made as of the 1st day of April, 2004

AMONG:   LMS MEDICAL SYSTEMS INC.

         (the "ISSUER")

AND:     NATIONAL BANK TRUST INC.

         (the "ESCROW AGENT")

AND:     EACH OF THE UNDERSIGNED SECURITYHOLDERS OF THE ISSUER
         (a "SECURITYHOLDER" or "YOU")

         (collectively, the "PARTIES")


THIS AGREEMENT is being entered into by the Parties under Exchange Policy 5.4 -
Escrow, Vendor Consideration and Resale Restrictions (the POLICY) in connection
with a Qualifying Transaction. The Issuer is a Tier 1 Issuer as described in
Policy 2.1 - Minimum Listing Requirements.

FOR GOOD AND VALUABLE CONSIDERATION, the Parties agree as follows:

PART 1   ESCROW

1.1      APPOINTMENT OF ESCROW AGENT

The Issuer and the Securityholders appoint the Escrow Agent to act as escrow
agent under this Agreement. The Escrow Agent accepts the appointment.

1.2      DEPOSIT OF ESCROW SECURITIES IN ESCROW

(1)      You are depositing the securities (ESCROW SECURITIES) listed opposite
         your name in Schedule "A" with the Escrow Agent to be held in escrow
         under this Agreement. You will immediately deliver or cause to be
         delivered to the Escrow Agent any share certificates or other evidence
         of these securities which you have or which you may later receive.


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(2)      If you receive any other securities (ADDITIONAL ESCROW SECURITIES):

         (a)      as a dividend or other distribution on escrow securities;

         (b)      on the exercise of a right of purchase, conversion or exchange
                  attaching to escrow securities, including securities received
                  on conversion of special warrants;

         (c)      on a subdivision, or compulsory or automatic conversion or
                  exchange of escrow securities; or

         (d)      from a successor issuer in a business combination, if Part 6
                  of this Agreement applies,

         you will deposit them in escrow with the Escrow Agent. You will deliver
         or cause to be delivered to the Escrow Agent any share certificates or
         other evidence of those additional escrow securities. When this
         Agreement refers to ESCROW SECURITIES, it includes additional escrow
         securities.

(3)      You will immediately deliver to the Escrow Agent any replacement share
         certificates or other evidence of additional escrow securities issued
         to you.

1.3      DIRECTION TO ESCROW AGENT

The Issuer and the Securityholders direct the Escrow Agent to hold the escrow
securities in escrow until they are released from escrow under this Agreement.

PART 2   RELEASE OF ESCROW SECURITIES

2.1      RELEASE PROVISIONS

The provisions of Schedules "B(1)" and "B(2)" are incorporated into and form
part of this Agreement.


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FORM 5D                         ESCROW AGREEMENT                          PAGE 2
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2.2      ADDITIONAL ESCROW SECURITIES

If you acquire additional escrow securities in connection with the transaction
to which this agreement relates, those securities will be added to the
securities already in escrow, to increase the number of remaining escrow
securities. After that, all of the escrow securities will be released in
accordance with the applicable release schedule.

2.3      ADDITIONAL REQUIREMENTS FOR TIER 2 SURPLUS ESCROW SECURITIES

Where securities are subject to a Tier 2 Surplus Security Escrow Agreement
[Schedule B(4)], the following additional conditions apply:

(1)      The escrow securities will be cancelled if the asset, property,
         business or interest therein in consideration of which the securities
         were issued, is lost, or abandoned, or the operations or development of
         such asset, property or business is discontinued.

(2)      The Escrow Agent will not release escrow securities from escrow under
         schedule B(4) unless the Escrow Agent has received, within the 15 days
         prior to the release date, a certificate from the Issuer that:

         (a)      is signed by two directors or officers of the Issuer;

         (b)      is dated not more than 30 days prior to the release date;

         (c)      states that the assets for which the escrow securities were
                  issued (the "Assets") were included as assets on the balance
                  sheet of the Issuer in the most recent financial statements
                  filed by the Issuer with the Exchange; and

         (d)      states that the Issuer has no reasonable knowledge that the
                  Assets will not be included as assets on the balance sheet of
                  the Issuer in the next financial statements to be filed by the
                  Issuer with the Exchange.

(3)      If, at any time during the term of this Agreement, the Escrow Agent is
         prohibited from releasing escrow securities on a release date specified
         schedule B(4) as a result of section 2.3(2) above, then the Escrow
         Agent will not release any further escrow securities from escrow
         without the written consent of the Exchange.

(4)      If as a result of this section 2.3, the Escrow Agent does not release
         escrow securities from escrow for a period of five years, then:

         (a)      the Escrow Agent will deliver a notice to the Issuer, and will
                  include with the notice any certificates that the Escrow Agent
                  holds which evidence the escrow securities; and

         (b)      the Issuer and the Escrow Agent will take such action as is
                  necessary to cancel the escrow securities.

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FORM 5D                         ESCROW AGREEMENT                          PAGE 3
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(5)      For the purposes of cancellation of escrow securities under this
         section, each Securityholder irrevocably appoints the Escrow Agent as
         his or her attorney, with authority to appoint substitute attorneys, as
         necessary.

2.4      DELIVERY OF SHARE CERTIFICATES FOR ESCROW SECURITIES

The Escrow Agent will send to each Securityholder any share certificates or
other evidence of that Securityholder's escrow securities in the possession of
the Escrow Agent released from escrow as soon as reasonably practicable after
the release.

2.5      REPLACEMENT CERTIFICATES

If, on the date a Securityholder's escrow securities are to be released, the
Escrow Agent holds a share certificate or other evidence representing more
escrow securities than are to be released, the Escrow Agent will deliver the
share certificate or other evidence to the Issuer or its transfer agent and
request replacement share certificates or other evidence. The Issuer will cause
replacement share certificates or other evidence to be prepared and delivered to
the Escrow Agent. After the Escrow Agent receives the replacement share
certificates or other evidence, the Escrow Agent will send to the Securityholder
or at the Securityholder's direction, the replacement share certificate or other
evidence of the escrow securities released. The Escrow Agent and Issuer will act
as soon as reasonably practicable.

2.6      RELEASE UPON DEATH

(1)      If a Securityholder dies, the Securityholder's escrow securities will
         be released from escrow. The Escrow Agent will deliver any share
         certificates or other evidence of the escrow securities in the
         possession of the Escrow Agent to the Securityholder's legal
         representative provided that:

         (a)      the legal representative of the deceased Securityholder
                  provides written notice to the Exchange of the intent to
                  release the escrow securities as at a specified date which is
                  at least 10 business days and not more than 30 business days
                  prior to the proposed release; and

         (b)      the Exchange does not provide notice of its objection to the
                  Escrow Agent prior to 10:00 a.m. (Vancouver time) or 11:00
                  a.m. (Calgary time) on such specified date.

(2)      Prior to delivery the Escrow Agent must receive:

         (a)      a certified copy of the death certificate; and

         (b)      any evidence of the legal representative's status that the
                  Escrow Agent may reasonably require.

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FORM 5D                         ESCROW AGREEMENT                          PAGE 4
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2.7      EXCHANGE DISCRETION TO TERMINATE

If the Escrow Agent receives a request from the Exchange to halt or terminate
the release of escrow securities from escrow, then the Escrow Agent will comply
with that request, and will not release any escrow securities from escrow until
it receives the written consent of the Exchange.

2.8      DISCRETIONARY APPLICATIONS

The Exchange may consent to the release from escrow of escrow securities in
other circumstances and on terms and on conditions it deems appropriate.
Securities may be released from escrow provided that the Escrow Agent receives
written notice from the Exchange.

PART 3   EARLY RELEASE ON CHANGE OF ISSUER STATUS

3.1      EARLY RELEASE - GRADUATION TO TIER 1

(1)      When a Tier 2 Issuer becomes a Tier 1 Issuer, the release schedule for
         its escrow securities changes.

(2)      If the Issuer reasonably believes that it meets the Minimum Listing
         Requirements of a Tier 1 Issuer as described in Policy 2.1 - Minimum
         Listing Requirements, the Issuer may make application to the Exchange
         to be listed as a Tier 1 Issuer. The Issuer must also concurrently
         provide notice to the Escrow Agent that it is making such an
         application.

(3)      If the graduation to Tier 1 is accepted by the Exchange, the Exchange
         will issue an Exchange Bulletin confirming final acceptance for listing
         of the Issuer on Tier 1. Upon issuance of this Bulletin the Issuer must
         immediately:

         (a)      issue a news release:

                  (i)      disclosing that it has been accepted for graduation
                           to Tier 1; and

                  (ii)     disclosing the number of escrow securities to be
                           released and the dates of release under the new
                           schedule; and

         (b)      provide the news release, together with a copy of the Exchange
                  Bulletin, to the Escrow Agent.

(4)      Upon completion of the steps in section 3.1(3) above, the Issuer's
         release schedule will be replaced as follows:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
APPLICABLE SCHEDULE PRE-GRADUATION                      APPLICABLE SCHEDULE POST-GRADUATION
------------------------------------------------------------------------------------------------------------
<S>                                                     <C>
Schedule B(2)                                           Schedule B(1)
------------------------------------------------------------------------------------------------------------
Schedule B(4)                                           Schedule B(3)
------------------------------------------------------------------------------------------------------------
</TABLE>

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FORM 5D                         ESCROW AGREEMENT                          PAGE 5
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(5)      Within 10 days of the Exchange Bulletin confirming the Issuer's listing
         on Tier 1, the Escrow Agent must release any escrow securities from
         escrow securities which under the new release schedule would have been
         releasable at a date prior to the Exchange Bulletin.

PART 4   DEALING WITH ESCROW SECURITIES

4.1      RESTRICTION ON TRANSFER, ETC.

Unless it is expressly permitted in this Agreement, you will not sell, transfer,
assign, mortgage, enter into a derivative transaction concerning, or otherwise
deal in any way with your escrow securities or any related share certificates or
other evidence of the escrow securities. If a Securityholder is a private
company controlled by one or more Principals of the Issuer, the Securityholder
may not participate in a transaction that results in a change of its control or
a change in the economic exposure of the Principals to the risks of holding
escrow securities.

4.2      PLEDGE, MORTGAGE OR CHARGE AS COLLATERAL FOR A LOAN

Subject to Exchange acceptance, you may pledge, mortgage or charge your escrow
securities to a financial institution as collateral for a loan, provided that no
escrow securities or any share certificates or other evidence of escrow
securities will be transferred or delivered by the Escrow Agent to the financial
institution for this purpose. The loan agreement must provide that the escrow
securities will remain in escrow if the lender realizes on the escrow securities
to satisfy the loan.

4.3      VOTING OF ESCROW SECURITIES

Although you may exercise voting rights attached to your escrow securities, you
may not, while your securities are held in escrow, exercise voting rights
attached to any securities (whether in escrow or not) in support of one or more
arrangements that would result in the repayment of capital being made on the
escrow securities prior to a winding up of the Issuer.

4.4      DIVIDENDS ON ESCROW SECURITIES

You may receive a dividend or other distribution on your escrow securities, and
elect the manner of payment from the standard options offered by the Issuer. If
the Escrow Agent receives a dividend or other distribution on your escrow
securities, other than additional escrow securities, the Escrow Agent will pay
the dividend or other distribution to you on receipt.

4.5      EXERCISE OF OTHER RIGHTS ATTACHING TO ESCROW SECURITIES

You may exercise your rights to exchange or convert your escrow securities in
accordance with this agreement.


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FORM 5D                         ESCROW AGREEMENT                          PAGE 6
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PART 5   PERMITTED TRANSFERS WITHIN ESCROW

5.1      TRANSFER TO DIRECTORS AND SENIOR OFFICERS

(1)      You may transfer escrow securities within escrow to existing or, upon
         their appointment, incoming directors or senior officers of the Issuer
         or any of its material operating subsidiaries, if the Issuer's board of
         directors has approved the transfer and provided that:

         (a)      you make application to transfer under the Policy at least 10
                  business days and not more than 30 business days prior to the
                  date of the proposed transfer; and

         (b)      the Exchange does not provide notice of its objection to the
                  Escrow Agent prior to 10:00 a.m. (Vancouver time) or 11:00
                  a.m. (Calgary time) on such specified date.

(2)      Prior to the transfer the Escrow Agent must receive:

         (a)      a certified copy of the resolution of the board of directors
                  of the Issuer approving the transfer;

         (b)      a certificate signed by a director or officer of the Issuer
                  authorized to sign, stating that the transfer is to a director
                  or senior officer of the Issuer or a material operating
                  subsidiary and that any required acceptance from the Exchange
                  the Issuer is listed on has been received;

         (c)      an acknowledgment in the form of Form 5E signed by the
                  transferee; and

         (d)      a transfer power of attorney, completed and executed by the
                  transferor in accordance with the requirements of the Issuer's
                  transfer agent.

5.2      TRANSFER TO OTHER PRINCIPALS

(1)      You may transfer escrow securities within escrow:

         (a)      to a person or company that before the proposed transfer holds
                  more than 20% of the voting rights attached to the Issuer's
                  outstanding securities; or

         (b)      to a person or company that after the proposed transfer

                  (i)      will hold more than 10% of the voting rights attached
                           to the Issuer's outstanding securities, and

                  (ii)     has the right to elect or appoint one or more
                           directors or senior officers of the Issuer or any of
                           its material operating subsidiaries,

                           provided that:


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         (c)      you make an application to transfer under the Policy at least
                  10 business days and not more than 30 business days prior to
                  the date of the proposed transfer; and

         (d)      the Exchange does not provide notice of its objection to the
                  Escrow Agent prior to 10:00 a.m. (Vancouver time) or 11:00
                  a.m. (Calgary time) on such specified date.

(2)      Prior to the transfer the Escrow Agent must receive:

         (a)      a certificate signed by a director or officer of the Issuer
                  authorized to sign, stating that:

                  (i)      the transfer is to a person or company that the
                           officer believes, after reasonable investigation,
                           holds more than 20% of the voting rights attached to
                           the Issuer's outstanding securities before the
                           proposed transfer; or

                  (ii)     the transfer is to a person or company that:

                           (A)      the officer believes, after reasonable
                                    investigation, will hold more than 10% of
                                    the voting rights attached to the Issuer's
                                    outstanding securities; and

                           (B)      has the right to elect or appoint one or
                                    more directors or senior officers of the
                                    Issuer or any of its material operating
                                    subsidiaries

                           after the proposed transfer; and

                  (iii)    any required approval from the Exchange or any other
                           exchange on which the Issuer is listed has been
                           received;

         (b)      an acknowledgment in the form of Form 5E signed by the
                  transferee; and

         (c)      a transfer power of attorney, completed and executed by the
                  transferor in accordance with the requirements of the Issuer's
                  transfer agent.

5.3      TRANSFER UPON BANKRUPTCY

(1)      You may transfer escrow securities within escrow to a trustee in
         bankruptcy or another person or company entitled to escrow securities
         on bankruptcy provided that:

         (a)      you make application to transfer under the Policy at least 10
                  business days and not more than 30 business days prior to the
                  date of the proposed transfer; and

         (b)      the Exchange does not provide notice of its objection to the
                  Escrow Agent prior to 10:00 a.m. (Vancouver time) or 11:00
                  a.m. (Calgary time) on such specified date.


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FORM 5D                         ESCROW AGREEMENT                          PAGE 8
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(2)      Prior to the transfer, the Escrow Agent must receive:

         (a)      a certified copy of either

                  (i)      the assignment in bankruptcy filed with the
                           Superintendent of Bankruptcy, or

                  (ii)     the receiving order adjudging the Securityholder
                           bankrupt;

         (b)      a certified copy of a certificate of appointment of the
                  trustee in bankruptcy;

         (c)      a transfer power of attorney, duly completed and executed by
                  the transferor in accordance with the requirements of the
                  Issuer's transfer agent; and

         (d)      an acknowledgment in the form of Form 5E signed by

                  (i)      the trustee in bankruptcy or

                  (ii)     on direction from the trustee, with evidence of that
                           direction attached to the acknowledgement form,
                           another person or company legally entitled to the
                           escrow securities.

5.4      TRANSFER UPON REALIZATION OF PLEDGED, MORTGAGED OR CHARGED ESCROW
         SECURITIES

(1)      You may transfer escrow securities you have pledged, mortgaged or
         charged under section 4.2 to a financial institution as collateral for
         a loan within escrow to the lender on realization provided that:

         (a)      you make application to transfer under the Policy at least 10
                  business days and not more than 30 business days prior to the
                  date of the proposed transfer; and

         (b)      the Exchange does not provide notice of its objection to the
                  Escrow Agent prior to 10:00 a.m. (Vancouver time) or 11:00
                  a.m. (Calgary time) on such specified date.

(2)      Prior to the transfer the Escrow Agent must receive:

         (a)      a statutory declaration of an officer of the financial
                  institution that the financial institution is legally entitled
                  to the escrow securities;

         (b)      evidence that the Exchange has accepted the pledge, mortgage
                  or charge of escrow securities to the financial institution;

         (c)      a transfer power of attorney, executed by the transferor in
                  accordance with the requirements of the Issuer's transfer
                  agent; and

         (d)      an acknowledgement in the form of Form 5E signed by the
                  financial institution.

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FORM 5D                         ESCROW AGREEMENT                          PAGE 9
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5.5      TRANSFER TO CERTAIN PLANS AND FUNDS

(1)      You may transfer escrow securities within escrow to or between a
         registered retirement savings plan (RRSP), registered retirement income
         fund (RRIF) or other similar registered plan or fund with a trustee,
         where the beneficiaries of the plan or fund are limited to you and your
         spouse, children and parents provided that:

         (a)      you make application to transfer under the Policy at least 10
                  business days and not more than 30 business days prior to the
                  date of the proposed transfer; and

         (b)      the Exchange does not provide notice of its objection to the
                  Escrow Agent prior to 10:00 a.m. (Vancouver time) or 11:00
                  a.m. (Calgary time) on such specified date.

(2)      Prior to the transfer the Escrow Agent must receive:

         (a)      evidence from the trustee of the transferee plan or fund, or
                  the trustee's agent, stating that, to the best of the
                  trustee's knowledge, the annuitant of the RRSP or RRIF or the
                  beneficiaries of the other registered plan or fund do not
                  include any person or company other than you and your spouse,
                  children and parents;

         (b)      a transfer power of attorney, executed by the transferor in
                  accordance with the requirements of the Issuer's transfer
                  agent; and

         (c)      an acknowledgement in the form of Form 5E signed by the
                  trustee of the plan or fund.

5.6      EFFECT OF TRANSFER WITHIN ESCROW

After the transfer of escrow securities within escrow, the escrow securities
will remain in escrow and released from escrow under this Agreement as if no
transfer has occurred, on the same terms that applied before the transfer. The
Escrow Agent will not deliver any share certificates or other evidence of the
escrow securities to transferees under this Part 5.

5.7      DISCRETIONARY APPLICATIONS

The Exchange may consent to the transfer within escrow of escrow securities in
other circumstances and on such terms and conditions as it deems appropriate.


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FORM 5D                         ESCROW AGREEMENT                         PAGE 10
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PART 6   BUSINESS COMBINATIONS

6.1      BUSINESS COMBINATIONS

This Part applies to the following (BUSINESS COMBINATIONS):

(a)      a formal take-over bid for all outstanding securities of the Issuer or
         which, if successful, would result in a change of control of the Issuer

(b)      a formal issuer bid for all outstanding equity securities of the Issuer

(c)      a statutory arrangement

(d)      an amalgamation

(e)      a merger

(f)      a reorganization that has an effect similar to an amalgamation or
         merger

6.2      DELIVERY TO ESCROW AGENT

(1)      You may tender your escrow securities to a person or company in a
         business combination. At least five business days prior to the date the
         escrow securities must be tendered under the business combination, you
         must deliver to the Escrow Agent:

         (a)      a written direction signed by you that directs the Escrow
                  Agent to deliver to the depositary under the business
                  combination any share certificates or other evidence of the
                  escrow securities and a completed and executed cover letter or
                  similar document and, where required, transfer power of
                  attorney completed and executed for transfer in accordance
                  with the requirements of the Issuer's depository, and any
                  other documentation specified or provided by you and required
                  to be delivered to the depositary under the business
                  combination;

         (b)      written consent of the Exchange; and

         (c)      any other information concerning the business combination as
                  the Escrow Agent may reasonably require.

6.3      DELIVERY TO DEPOSITARY

(1)      As soon as reasonably practicable, and in any event no later than three
         business days after the Escrow Agent receives the documents and
         information required under section 6.2, the Escrow Agent will deliver
         to the depositary, in accordance with the direction, any share
         certificates or other evidence of the escrow securities, and a letter
         addressed to the depositary that

         (a)      identifies the escrow securities that are being tendered;


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         (b)      states that the escrow securities are held in escrow;

         (c)      states that the escrow securities are delivered only for the
                  purposes of the business combination and that they will be
                  released from escrow only after the Escrow Agent receives the
                  information described in section 6.4;

         (d)      if any share certificates or other evidence of the escrow
                  securities have been delivered to the depositary, requires the
                  depositary to return to the Escrow Agent, as soon as
                  practicable, the share certificates or other evidence of
                  escrow securities that are not released from escrow into the
                  business combination; and

         (e)      where applicable, requires the depositary to deliver or cause
                  to be delivered to the Escrow Agent, as soon as practicable,
                  share certificates or other evidence of additional escrow
                  securities that you acquire under the business combination.

6.4      RELEASE OF ESCROW SECURITIES TO DEPOSITARY

(1)      The Escrow Agent will release from escrow the tendered escrow
         securities provided that:

         (a)      you or the Issuer make application to release the tendered
                  securities under the Policy on a date at least 10 business
                  days and not more than 30 business days prior to the date of
                  the proposed release date; and

         (b)      the Exchange does not provide notice of its objection to the
                  Escrow Agent prior to 10:00 a.m. (Vancouver time) or 11:00
                  a.m. (Calgary time) on such specified date;

         (c)      the Escrow Agent receives a declaration signed by the
                  depositary or, if the direction identifies the depositary as
                  acting on behalf of another person or company in respect of
                  the business combination, by that other person or company,
                  that

                  (i)      the terms and conditions of the business combination
                           have been met or waived; and

                  (ii)     the escrow securities have either been taken up and
                           paid for or are subject to an unconditional
                           obligation to be taken up and paid for under the
                           business combination.

6.5      ESCROW OF NEW SECURITIES

(1)      If you receive securities (NEW SECURITIES) of another issuer (SUCCESSOR
         ISSUER) in exchange for your escrow securities, the new securities will
         be subject to escrow in substitution for the tendered escrow
         securities, unless, immediately after completion of the business
         combination,

         (a)      the successor issuer is an exempt issuer as defined in the
                  National Policy;

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FORM 5D                         ESCROW AGREEMENT                         PAGE 12
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         (b)      the escrow holder was subject to a Value Security Escrow
                  Agreement and is not a Principal of the successor issuer; and

         (c)      the escrow holder holds less than 1% of the voting rights
                  attached to the successor issuer's outstanding securities. (In
                  calculating this percentage, include securities that may be
                  issued to the escrow holder under outstanding convertible
                  securities in both the escrow holders securities and the total
                  securities outstanding.)

6.6      RELEASE FROM ESCROW OF NEW SECURITIES

(1)      The Escrow Agent will send to a Securityholder share certificates or
         other evidence of the Securityholder's new securities as soon as
         reasonably practicable after the Escrow Agent receives

         (a)      a certificate from the successor issuer signed by a director
                  or officer of the successor issuer authorized to sign

                  (i)      stating that it is a successor issuer to the Issuer
                           as a result of a business combination;

                  (ii)     containing a list of the securityholders whose new
                           securities are subject to escrow under section 6.5;

                  (iii)    containing a list of the securityholders whose new
                           securities are not subject to escrow under section
                           6.5;

         (b)      written confirmation from the Exchange that it has accepted
                  the list of Securityholders whose new securities are not
                  subject to escrow under section 6.5; and

(2)      The escrow securities of the Securityholders whose securities are not
         subject to escrow under section 6.5, will be released, and the Escrow
         Agent will send any share certificates or other evidence of the escrow
         securities in the possession of the Escrow Agent in accordance with
         section 2.4.

(3)      If your new securities are subject to escrow, unless subsection (4)
         applies, the Escrow Agent will hold your new securities in escrow on
         the same terms and conditions, including release dates, as applied to
         the escrow securities that you exchanged.

(4)      If the Issuer is a Tier 2 Issuer and the successor issuer is a Tier 1
         Issuer, the release provisions in section 3.1(4) relating to graduation
         will apply.


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FORM 5D                         ESCROW AGREEMENT                         PAGE 13
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PART 7   RESIGNATION OF ESCROW AGENT

7.1      RESIGNATION OF ESCROW AGENT

(1)      If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent
         will give written notice to the Issuer and the Exchange.

(2)      If the Issuer wishes to terminate the Escrow Agent as escrow agent, the
         Issuer will give written notice to the Escrow Agent and the Exchange.

(3)      If the Escrow Agent resigns or is terminated, the Issuer will be
         responsible for ensuring that the Escrow Agent is replaced not later
         than the resignation or termination date by another escrow agent that
         is acceptable to the Exchange and that has accepted such appointment,
         which appointment will be binding on the Issuer and the
         Securityholders.

(4)      The resignation or termination of the Escrow Agent will be effective,
         and the Escrow Agent will cease to be bound by this Agreement, on the
         date that is 60 days after the date of receipt of the notices referred
         to above by the Escrow Agent or Issuer, as applicable, or on such other
         date as the Escrow Agent and the Issuer may agree upon (the
         "resignation or termination date"), provided that the resignation or
         termination date will not be less than 10 business days before a
         release date.

(5)      If the Issuer has not appointed a successor escrow agent within 60 days
         of the resignation or termination date, the Escrow Agent will apply, at
         the Issuer's expense, to a court of competent jurisdiction for the
         appointment of a successor escrow agent, and the duties and
         responsibilities of the Escrow Agent will cease immediately upon such
         appointment.

(6)      On any new appointment under this section, the successor Escrow Agent
         will be vested with the same powers, rights, duties and obligations as
         if it had been originally named herein as Escrow Agent, without any
         further assurance, conveyance, act or deed. The predecessor Escrow
         Agent, upon receipt of payment for any outstanding account for its
         services and expenses then unpaid, will transfer, deliver and pay over
         to the successor Escrow Agent, who will be entitled to receive, all
         securities, records or other property on deposit with the predecessor
         Escrow Agent in relation to this Agreement and the predecessor Escrow
         Agent will thereupon be discharged as Escrow Agent.

(7)      If any changes are made to Part 8 of this Agreement as a result of the
         appointment of the successor Escrow Agent, those changes must not be
         inconsistent with the Policy and the terms of this Agreement and the
         Issuer to this Agreement will fie a copy of the new Agreement with the
         Exchange.



--------------------------------------------------------------------------------
FORM 5D                         ESCROW AGREEMENT                         PAGE 14
(AS AT AUGUST 2002)

<PAGE>



PART 8   OTHER CONTRACTUAL ARRANGEMENTS

         Not Applicable.

PART 9   INDEMNIFICATION OF THE EXCHANGE

9.1      INDEMNIFICATION

(1)      The Issuer and each Securityholder jointly and severally:

         (a)      release, indemnify and save harmless the Exchange from all
                  costs (including legal cost, expenses and disbursements),
                  charges, claims, demands, damages, liabilities, losses and
                  expenses incurred by the Exchange;

         (b)      agree not to make or bring a claim or demand, or commence any
                  action, against the Exchange; and

         (c)      agree to indemnify and save harmless the Exchange from all
                  costs (including legal costs) and damages that the Exchange
                  incurs or is required by law to pay as a result of any
                  person's claim, demand or action,

         arising from any and every act or omission committed or omitted by the
         Exchange, in connection with this Agreement, even if said act or
         omission was negligent, or constituted a breach of the terms of this
         Agreement.

(2)      This indemnity survives the release of the escrow securities and the
         termination of this Agreement.

PART 10  NOTICES

10.1     NOTICE TO ESCROW AGENT

Documents will be considered to have been delivered to the Escrow Agent on the
next business day following the date of transmission, if delivered by fax, the
date of delivery, if delivered by hand during normal business hours or by
prepaid courier, or 5 business days after the date of mailing, if delivered by
mail, to the following:

         National Bank Trust Inc.
         1100 University, 9th Floor
         Montreal, Quebec
         H3B 2G7

         Attention:        Ms. Josee Legault
                           Share Ownership Management
         Facsimile:        (514) 871-7434


--------------------------------------------------------------------------------
FORM 5D                         ESCROW AGREEMENT                         PAGE 15
(AS AT AUGUST 2002)

<PAGE>



10.2     NOTICE TO ISSUER

Documents will be considered to have been delivered to the Issuer on the next
business day following the date of transmission, if delivered by fax, the date
of delivery, if delivered by hand or by prepaid courier, or 5 business days
after the date of mailing, if delivered by mail, to the following:

         LMS Medical Systems Ltd.
         5252 Blvd. de Maisonneuve Ouest
         Suite 314
         Montreal, Quebec
         H4A 3S5

         Attention:        Chief Financial Officer
         Facsimile:        (514) 488-1880

10.3     DELIVERIES TO SECURITYHOLDERS

Documents will be considered to have been delivered to a Securityholder on the
date of delivery, if delivered by hand or by prepaid courier, or 5 business days
after the date of mailing, if delivered by mail, to the address on the Issuer's
share register.

Any share certificates or other evidence of a Securityholder's escrow securities
will be sent to the Securityholder's address on the Issuer's share register
unless the Securityholder has advised the Escrow Agent in writing otherwise at
least ten business days before the escrow securities are released from escrow.
The Issuer will provide the Escrow Agent with each Securityholder's address as
listed on the Issuer's share register.

10.4     CHANGE OF ADDRESS

(1)      The Escrow Agent may change its address for delivery by delivering
         notice of the change of address to the Issuer and to each
         Securityholder.

(2)      The Issuer may change its address for delivery by delivering notice of
         the change of address to the Escrow Agent and to each Securityholder.

(3)      A Securityholder may change that Securityholder's address for delivery
         by delivering notice of the change of address to the Issuer and to the
         Escrow Agent.

10.5     POSTAL INTERRUPTION

A party to this Agreement will not mail a Document if the party is aware of an
actual or impending disruption of postal service.


--------------------------------------------------------------------------------
FORM 5D                         ESCROW AGREEMENT                         PAGE 16
(AS AT AUGUST 2002)

<PAGE>

PART 11  GENERAL

11.1     INTERPRETATION - "HOLDING SECURITIES"

Unless the context otherwise requires, all capitalized terms that are not
otherwise defined in this Agreement, shall have the meanings as defined in
Policy 1.1 - Interpretation or in Policy 5.4 - Escrow, Vendor Consideration and
Resale Restrictions.

When this Agreement refers to securities that a Securityholder "holds", it means
that the Securityholder has direct or indirect beneficial ownership of or
control or direction over the securities.

11.2     ENFORCEMENT BY THIRD PARTIES

The Issuer enters this Agreement both on its own behalf and as trustee for the
Exchange and the Securityholders of the Issuer, and this Agreement may be
enforced by either the Exchange, or the Securityholders of the Issuer, or both.

11.3     TERMINATION, AMENDMENT, AND WAIVER OF AGREEMENT

(1)      Subject to subsection 11.3(3), this Agreement shall only terminate:

         (a)      with respect to all the Parties:

                  (i)      as specifically provided in this Agreement;

                  (ii)     subject to subsection 11.3(2), upon the agreement of
                           all Parties; or

                  (iii)    when the Securities of all Securityholders have been
                           released from escrow pursuant to this Agreement; and

         (b)      with respect to a Party:

                  (i)      as specifically provided in this Agreement; or

                  (ii)     if the Party is a Securityholder, when all of the
                           Securityholder's Securities have been released from
                           escrow pursuant to this Agreement.

(2)      An agreement to terminate this Agreement pursuant to section
         11.3(1)(a)(ii) shall not be effective unless and until the agreement to
         terminate

         (a)      is evidenced by a memorandum in writing signed by all Parties;

         (b)      has been consented to in writing by the Exchange; and

         (c)      has been approved by a majority of securityholders of the
                  Issuer who are not Securityholders.


--------------------------------------------------------------------------------
FORM 5D                         ESCROW AGREEMENT                         PAGE 17
(AS AT AUGUST 2002)

<PAGE>

(3)      Notwithstanding any other provision in this Agreement, the obligations
         set forth in section 9.1 shall survive the termination of this
         Agreement and the resignation or removal of the Escrow Agent.

(4)      No amendment or waiver of this Agreement or any part of this Agreement
         shall be effective unless the amendment or waiver:

         (a)      is evidenced by a memorandum in writing signed by all Parties;

         (b)      has been approved in writing by the Exchange; and

         (c)      has been approved by a majority of securityholders of the
                  Issuer who are not Securityholders.

(5)      No waiver of any of the provisions of this Agreement shall be deemed or
         shall constitute a waiver of any other provision (whether similar or
         not), nor shall any waiver constitute a continuing waiver, unless
         expressly provided.

11.4     SEVERANCE OF ILLEGAL PROVISION

Any provision or part of a provision of this Agreement determined by a court of
competent jurisdiction to be invalid, illegal or unenforceable shall be deemed
stricken to the extent necessary to eliminate any invalidity, illegality or
unenforceability, and the rest of the Agreement and all other provisions and
parts thereof shall remain in full force and effect and be binding upon the
parties hereto as though the said illegal and/or unenforceable provision or part
thereof had never been included in this Agreement.

11.5     FURTHER ASSURANCES

The Parties will execute and deliver any further documents and perform any
further acts reasonably requested by any of the Parties to this agreement which
are necessary to carry out the intent of this Agreement.

11.6     TIME

Time is of the essence of this Agreement.

11.7     CONSENT OF EXCHANGE TO AMENDMENT

The Exchange must approve any amendment to this Agreement.

11.8     ADDITIONAL ESCROW REQUIREMENTS

A Canadian exchange may impose escrow terms or conditions in addition to those
set out in this Agreement.


--------------------------------------------------------------------------------
FORM 5D                         ESCROW AGREEMENT                         PAGE 18
(AS AT AUGUST 2002)

<PAGE>

11.9     GOVERNING LAWS

The laws of Ontario and the applicable laws of Canada will govern this
Agreement.

11.10    COUNTERPARTS

The Parties may execute this Agreement by fax and in counterparts, each of which
will be considered an original and all of which will be one agreement.

11.11    SINGULAR AND PLURAL

Wherever a singular expression is used in this Agreement, that expression is
considered as including the plural or the body corporate where required by the
context.

11.12    LANGUAGE

This Agreement has been drawn up in the English language at the request of all
parties. Cet acte a ete redige en anglais a la demande de toutes les parties.

11.13    BENEFIT AND BINDING EFFECT

This Agreement will benefit and bind the Parties and their heirs, executors,
administrators, successors and permitted assigns and all persons claiming
through them as if they had been a Party to this Agreement.

11.14    ENTIRE AGREEMENT

This is the entire agreement among the Parties concerning the subject matter set
out in this Agreement and supersedes any and all prior understandings and
agreements.

11.15    SUCCESSOR TO ESCROW AGENT

Any corporation with which the Escrow Agent may be amalgamated, merged or
consolidated, or any corporation succeeding to the business of the Escrow Agent
will be the successor of the Escrow Agent under this Agreement without any
further act on its part or on the part or any of the Parties, provided that the
successor is recognized by the Exchange.


The Parties have executed and delivered this Agreement as of the date set out
above.


NATIONAL BANK TRUST INC.

-----------------------------------------
Authorized signatory

---------------------------------------------
Authorized signatory


--------------------------------------------------------------------------------
FORM 5D                         ESCROW AGREEMENT                         PAGE 19
(AS AT AUGUST 2002)

<PAGE>

LMS MEDICAL SYSTEMS INC.

--------------------------------------------
Authorized signatory

---------------------------------------------
Authorized signatory


--------------------------------------------------------------------------------
FORM 5D                         ESCROW AGREEMENT                         PAGE 20
(AS AT AUGUST 2002)

<PAGE>




If the Securityholder is an individual:

Signed, sealed and delivered by           )
o in the presence of:                     )
                                          )
------------------------------------------)
Name                                      )
                                          )
------------------------------------------)      ------------------------
Address                                   )
                                          )
------------------------------------------)
                                          )
                                          )
------------------------------------------)
Occupation                                )


--------------------------------------------------------------------------------
FORM 5D                         ESCROW AGREEMENT                         PAGE 21
(AS AT AUGUST 2002)

<PAGE>




If the Securityholder is not an individual:

o


Per:
     --------------------------------------
         Authorized signatory



--------------------------------------------------------------------------------
FORM 5D                         ESCROW AGREEMENT                         PAGE 22
(AS AT AUGUST 2002)

<PAGE>




                        SCHEDULE "A" TO ESCROW AGREEMENT

SECURITYHOLDER

NAME:

SIGNATURE:
          -----------------------------------

ADDRESS FOR NOTICE:
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

----------------------------------------------------------------


SECURITIES:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
CLASS AND TYPE                           NUMBER                           CERTIFICATE(S) (IF APPLICABLE)
(I.E. VALUE SECURITIES OR SURPLUS
SECURITIES
-----------------------------------------------------------------------------------------------------------------
<S>                                      <C>                              <C>

-----------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------
</TABLE>



--------------------------------------------------------------------------------
FORM 5D                         ESCROW AGREEMENT                         PAGE 23
(AS AT AUGUST 2002)

<PAGE>




             SCHEDULE B(1) - TIER 1 VALUE SECURITY ESCROW AGREEMENT

                              RELEASE OF SECURITIES

---------------------------
Name of Shareholder

TIMED RELEASE

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                         PERCENTAGE OF TOTAL ESCROWED      TOTAL NUMBER OF ESCROWED SECURITIES TO
           RELEASE DATES                   SECURITIES TO BE RELEASED                     BE RELEASED
-------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                                <C>
 DATE OF FINAL EXCHANGE BULLETIN IN      1/4 OF YOUR ESCROW SECURITIES
     RESPECT OF THE QUALIFYING
            TRANSACTION
-------------------------------------------------------------------------------------------------------------------
DATE THAT IS 6 MONTHS FOLLOWING THE      1/3 OF YOUR REMAINING ESCROW
      FINAL EXCHANGE BULLETIN                     SECURITIES
-------------------------------------------------------------------------------------------------------------------
  DATE THAT IS 12 MONTHS FOLLOWING       1/2 OF YOUR REMAINING ESCROW
    THE FINAL EXCHANGE BULLETIN                   SECURITIES
-------------------------------------------------------------------------------------------------------------------
  DATE THAT IS 18 MONTHS FOLLOWING       ALL OF YOUR REMAINING ESCROW
    THE FINAL EXCHANGE BULLETIN                   SECURITIES
-------------------------------------------------------------------------------------------------------------------
               TOTAL                                 100%
-------------------------------------------------------------------------------------------------------------------
</TABLE>

*In the simplest case where there are no changes to the escrow securities
initially deposited and no additional escrow securities, then the release
schedule outlined above results in the escrow securities being released in equal
tranches of 25%.




--------------------------------------------------------------------------------
FORM 5D                         ESCROW AGREEMENT                         PAGE 24
(AS AT AUGUST 2002)

<PAGE>



             SCHEDULE B(2) - TIER 2 VALUE SECURITY ESCROW AGREEMENT

                              RELEASE OF SECURITIES

TIMED RELEASE

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                          PERCENTAGE OF TOTAL ESCROWED       TOTAL NUMBER OF ESCROWED SECURITIES
           RELEASE DATES                   SECURITIES TO BE RELEASED                    TO BE RELEASED
-------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                                  <C>
 [INSERT DATE OF EXCHANGE BULLETIN]     1/10 OF YOUR ESCROWED SECURITIES
-------------------------------------------------------------------------------------------------------------------
  [INSERT DATE 6 MONTHS FOLLOWING         1/6 OF YOUR REMAINING ESCROW
         EXCHANGE BULLETIN]                        SECURITIES
-------------------------------------------------------------------------------------------------------------------
  [INSERT DATE 12 MONTHS FOLLOWING        1/5 OF YOUR REMAINING ESCROW
         EXCHANGE BULLETIN]                        SECURITIES
-------------------------------------------------------------------------------------------------------------------
  [INSERT DATE 18 MONTHS FOLLOWING        1/4 OF YOUR REMAINING ESCROW
         EXCHANGE BULLETIN]                        SECURITIES
-------------------------------------------------------------------------------------------------------------------
  [INSERT DATE 24 MONTHS FOLLOWING        1/3 OF YOUR REMAINING ESCROW
         EXCHANGE BULLETIN]                        SECURITIES
-------------------------------------------------------------------------------------------------------------------
  [INSERT DATE 30 MONTHS FOLLOWING        1/2 OF YOUR REMAINING ESCROW
         EXCHANGE BULLETIN]                        SECURITIES
-------------------------------------------------------------------------------------------------------------------
  [INSERT DATE 36 MONTHS FOLLOWING        ALL OF YOUR REMAINING ESCROW
         EXCHANGE BULLETIN]                        SECURITIES
-------------------------------------------------------------------------------------------------------------------
               TOTAL                                  100%
-------------------------------------------------------------------------------------------------------------------
</TABLE>

*In the simplest case where there are no changes to the escrow securities
initially deposited and no additional escrow securities, the release schedule
outlined above results in the escrow securities being released in equal tranches
of 15% after completion of the release on the date of the Exchange Bulletin.




--------------------------------------------------------------------------------
FORM 5D                         ESCROW AGREEMENT                         PAGE 25
(AS AT AUGUST 2002)