MEDIQ INCORPORATED
                             1987 STOCK OPTION PLAN

         1.        Definitions
                  As used in this Plan, the following definitions apply to the
terms indicated below:
                  A.       "Board" means the Board of Directors of the
Company.
                  B. "Committee" means the Stock Option Committee appointed by
the Board from time to time to administer the Plan. The Committee shall consist
of at least three persons, who shall be directors of the Company, and who shall
not be or have been eligible, while serving on the Committee or within one year
prior thereto, to receive grants of Options pursuant to this Plan or any plan of
the Company or any of its affiliates entitling the participants therein to
acquire stock, stock options, or stock appreciation rights of the Company or any
of its affiliates.
                  C.       "Company" means MEDIQ Incorporated.
                  D.       "Fair Market Value" of a Share on a given day
means the mean between the highest and lowest quoted selling prices of a Share
as reported on the principal securities exchange on which the Shares are then
listed or admitted to trading, or if not so reported, the mean between the
highest and lowest selling prices as reported on the National Association of
Securities Dealers Automated Quotation System, or if not so reported, as
furnished by any members of the National Association


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of Securities Dealers, Inc. selected by the Committee.  If the
price of a Share shall not be so quoted, the Fair Market Value
shall be determined by the Committee taking into account all
relevant facts and circumstances.
                  E.       "Grantee" means a person who is either an Optionee
or an Optionee-Shareholder.
                  F.       "Incentive Stock Option" means an Option that
qualifies as an incentive stock option within the meaning of
Section 422A of the Internal Revenue Code.
                  G.       "Nonqualified Option" means an option that is not
an Incentive Stock Option.
                  H. "Option" means a right to purchase Shares under the terms
and conditions of this Plan as evidenced by an option certificate or agreement
for Shares in such form, not inconsistent with this Plan, as the Committee may
adopt for general use or for specific cases from time to time.
                  I.       "Optionee" means a person other than an Optionee-
Shareholder to whom an option is granted under this Plan.
                  J. "Optionee-Shareholder" means a person to whom an option is
granted under this Plan and who at the time such option is granted owns,
actually or constructively, stock of the Company possessing more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Company, or its parent or subsidiary corporations.
                  K.       "Plan" means this MEDIQ Incorporated 1987 Stock
Option Plan, including any amendments to the Plan.

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                  L.       "Share" means a share of the Company's common
stock, par value $1 per share, now or hereafter owned by the
Company as treasury stock, or authorized but unissued shares of
the Company's common stock, subject to adjustment as provided in
this Plan.
                  M. "Subsidiary" means any corporation, now or hereafter
existent, in an unbroken chain of corporations beginning with the Company if, at
the time of granting an Option, each of the corporations in the unbroken chain
owns stock possessing fifty percent (50%) or more of the total combined voting
power of all classes of stock in one of the other corporations in the chain.
                  N. Options shall be deemed "granted" under this Plan on the
date on which the Committee, by appropriate action, approves the grant of an
Option hereunder or on such subsequent date as the Committee may designate.
                  O.       As used herein, the masculine includes the
feminine, the plural includes the singular, and the singular
includes the plural.
         2.       Purpose
                  The purposes of the Plan are as follows:
                  A.       To secure for the Company and its shareholders the
benefits arising from share ownership by those officers and key employees of the
Company and its Subsidiaries who will be responsible for the Company's future
growth and continued success. The Plan is intended to provide an incentive to

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officers and key employees by providing them with an opportunity to acquire an
equity interest or increase an existing equity interest in the Company, thereby
increasing their personal stake in its continued success and progress.
                  B. To enable the Company and its Subsidiaries to obtain and
retain the services of key employees, by providing such key employees with an
opportunity to acquire Shares under the terms and conditions and in the manner
contemplated by this Plan.
         3.       Plan Adoption and Term
                  A. This Plan shall become effective upon its adoption by the
Board or by the Committee acting pursuant to authority duly vested in it by the
Board, and options may be issued upon such adoption and from time to time
thereafter; provided, however, that the Plan, if adopted by the Committee, shall
be submitted to the Board for its approval at its next regularly scheduled
meeting, and further, that the Plan shall be submitted to the Company's
shareholders for their approval at the next annual meeting of shareholders, or
prior thereto at a special meeting of shareholders expressly called for such
purpose; and provided further, that the approval of the Company's shareholders
shall be obtained within 12 months of the date of adoption of the Plan. If the
Plan is not approved at such a meeting by the affirmative vote of a majority of
all shares entitled to vote upon the matter, then this Plan and all Options then
outstanding

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under it shall forthwith automatically terminate and be of no
force and effect.
                  B. Subject to the provisions hereinafter contained relating to
amendment or discontinuance, this Plan shall continue to be in effect for ten
(10) years from the date of adoption of this Plan by the Committee or the Board
or the date of Shareholder approval, whichever is earlier. No Options may be
granted hereunder except within such period of ten (10) years.
         4.       Administration of Plan
                  A. This Plan shall be administered by the Committee. Except as
otherwise expressly provided in this Plan, the Committee shall have authority to
interpret the provisions of the Plan, to construe the terms of any Option, to
prescribe, amend and rescind rules and regulations relating to the Plan, to
determine the terms and provisions of Options granted hereunder, and to make all
other determinations in the judgment of the Committee necessary or desirable for
the administration of the Plan. Without limiting the foregoing, the Committee,
shall, to the extent and in the manner contemplated herein, exercise the
discretion granted to it to determine who shall participate in the Plan, how
many Shares shall be sold to each such participant, and the prices at which
Shares shall be sold to participants. The Committee may correct any defect or
supply any omission or reconcile any inconsistency in the Plan or in any Option
in the manner and to the extent it shall deem expedient to carry the

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Plan into effect and shall be the sole and final judge of such expediency.
                  B. No member of the Committee shall be liable for any action
taken or omitted or any determination made by him in good faith relating to the
Plan, and the Company shall indemnify and hold harmless each member of the
Committee and each other director or employee of the Company to whom any duty or
power relating to the administration or interpretation of the Plan has been
delegated against any cost or expense (including counsel fees) or liability
(including any sum paid in settlement of a claim with the approval of the
Committee) arising out of any act or omission in connection with the Plan,
unless arising out of such person's own fault or bad faith.
                  C. Any power granted to the Committee either in this Plan or
by the Board, except the granting of any Option or the determination of
eligibility of individual employees to participate in the Plan, may at any time
be exercised by the Board, and any determination by the Committee, other than
with respect to the granting of any Option or the determination of eligibility
of individual employees to participate in the Plan, shall be subject to review
and reversal or modification by the Board on its own motion.
         5.       Eligibility
                  Officers and key employees of the Company and its
Subsidiaries shall be eligible for selection by the Committee to
participate in the Plan.  No member of the Board shall be

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eligible to participate in the Plan unless he or she is also an officer or
employee of the Company or a Subsidiary and no member of the Committee shall be
eligible to participate in the Plan. An employee who has been granted an Option
may, if he or she is otherwise eligible, be granted an additional Option or
Options if the Committee shall so determine.
         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
1,000,000 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.
                  B. All Options granted under the Plan shall be clearly
identified either as Incentive Stock Options or as Non- qualified Options. Each
Option granted under the Plan shall be evidenced by an option certificate in
such form, not inconsistent with this Plan, as the Committee may adopt for
general use or for specific cases from time to time.
                  C. The aggregate Fair Market Value (determined as of the time
Options are granted) of the Shares with respect to which incentive stock options
are exercisable for the first time by an Optionee during any calendar year
(whether granted under this Plan or any other plan of the Company or any parent
or Subsidiary

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of the Company under which incentive stock options may be granted), shall not
exceed $100,000.
         7.       Option Price
                  A. The purchase price per Share deliverable upon the exercise
of an Option shall be determined by the Committee; provided, however, that the
purchase price per Share at which Shares may be purchased pursuant to any
Incentive Stock Option shall not be less than 100% of the Fair Market Value of
such Shares on the date an Option is granted to an Optionee and shall not be
less than 110% of the Fair Market Value of such Shares on the date an Option is
granted to an Optionee-Shareholder.
                  B. Payment for Shares purchased by exercise of an Option may
be made (1) in cash; (2) in Shares valued at their, Fair Market Value on the
date of exercise, or (3) in a combination of cash and Shares.
         8.       Duration of Options
                  Each Incentive Stock Option and all rights thereunder shall
expire and such Incentive Stock Option shall no longer be exercisable on a date
not later than ten (10) years from the date on which the Incentive Stock Option
was granted. Each Non- qualified Option and all rights thereunder shall expire
and such Nonqualified Option shall no longer be exercisable on a date not later
than ten (10) years and one (1) day from the date on which the Nonqualified
Option was granted. Options may expire and cease to be exercisable on such
earlier date as the Committee may determine at the time of grant. Provided,
however, that any

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Incentive Stock Option granted to an Optionee-Shareholder and all rights
thereunder shall expire and such Incentive Stock Option shall no longer be
exercisable on a date not later than five (5) years from the date on which such
Incentive Stock Option was granted. All Options regardless of to whom granted
shall be subject to earlier termination as provided herein.
         9.       Conditions Relating to Exercise of Options
                  A.       The Shares subject to any Option may be purchased
at any time during the term of the option, unless, at the time an Option is
granted, the Committee shall have fixed a specific period or periods in which
exercise must take place. To the extent an Option is not exercised when it
becomes initially exercisable, or is exercised only in part, the Option or
remaining part thereof shall not expire but shall be carried forward and shall
be exercisable until the expiration or termination of the Option. Partial
exercise is permitted from time to time provided that no partial exercise of an
Option shall be for a number of Shares having a purchase price of less than
$1,000.
                  B. No Option shall be transferable by the Grantee thereof
other than by will or by the laws of descent and distribution and Options shall
be exercisable during the lifetime of a Grantee only by such Grantee or, to the
extent that such exercise would not prevent an Option from qualifying as an
incentive stock option under the Internal Revenue Code, by his or her guardian
or legal representative.

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                  C. Certificates for Shares purchased upon exercise of Options
shall be issued either in the name of the Grantee or in the name of the Grantee
and another person jointly with the right of survivorship. Such certificates
shall be delivered as soon as practical following the date the Option is
exercised.
                  D. An Option shall be exercised by the delivery to the Company
at its principal office, to the attention of its Secretary, of written notice of
the number of Shares with respect to which the Option is being exercised, and of
the name or names in which the certificate for the Shares is to be issued, and
by paying the purchase price for the Shares in accordance with Paragraph 7
hereof.
                  E. Notwithstanding any other provision in this Plan, no Option
may be exercised unless and until (i) this Plan has been approved by the Board
and by the shareholders of the Company, (ii) the Shares to be issued upon the
exercise thereof have been registered under the Securities Act of 1933 and
applicable state securities laws, or are, in the opinion of counsel to the
Company, exempt from such registration. The Company shall not be under any
obligation to register under applicable Federal or state securities laws any
Shares to be issued upon the exercise of an Option granted hereunder, or to
comply with an appropriate exemption from registration under such laws in order
to permit the exercise of an Option or the issuance and sale of Shares subject
to such Option. If the Company chooses to comply with such an exemption from
registration, the

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certificates for Shares issued under the Plan, may, at the direction of the
Committee, bear an appropriate restrictive legend restricting the transfer or
pledge of the Shares represented thereby, and the Committee may also give
appropriate stop transfer instructions to the transfer agent of the Company.
Provided, however, that if the operation of this Paragraph 9E would cause
Incentive Stock Options to become exercisable in such a way as to violate
Paragraph 6C hereof, the exercisability of such Incentive Stock Options shall be
delayed as necessary to avoid such a violation.
                  F. Any person exercising an Option or transferring or
receiving Shares shall comply with all regulations and requirements of any
governmental authority having jurisdiction over the issuance, transfer, or sale
of securities of the Company or the requirements of any stock exchange on which
the Shares may be listed, and as a condition to receiving any Shares, shall
execute all such instruments as the Committee in its sole discretion may deem
necessary or advisable.
                  G. Each Option shall be subject to the requirement that if the
Committee shall determine that the listing, registration or qualification of the
Shares subject to such Option upon any securities exchange or under any state or
Federal law, or the consent or approval of any governmental or regulatory body
is necessary or desirable as a condition of, or in connection with, the granting
of such Option or the issuance or purchase of Shares thereunder, such option may
not be exercised in

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whole or in part unless such listing, registration, qualification, consent or
approval shall have been effective or obtained free of any conditions not
acceptable to the Committee.
         10.      Effect of Termination of Employment or Death.
                  A.        In the event that the employment of a Grantee
with the Company or a Subsidiary shall at any time be terminated for cause, then
all rights of any kind under any Option then held by such Grantee shall
immediately lapse and terminate.
                  B. In the event that a Grantee shall at any time cease to be
employed by the Company for any reason other than the termination of the
Grantee's employment for cause or the death of the Grantee, the term of each
Option held by such Grantee shall expire on the earlier of the termination date
set forth in the Option and a date three (3) months after the date on which
employment terminates. During such period, the Option shall be exercisable only
to the extent it was exercisable at the time of termination of employment. If,
however, the death of the Grantee should occur before the date on which the
Option would terminate hereunder, the termination of the Option will be governed
by subparagraph C below.
                  C. In the event of the death of any Grantee, any Option then
held by such Grantee which shall not have lapsed or terminated prior to the
Grantee's death, shall, notwithstanding the termination date stated in such
Option, be exercisable by the executors, administrators, legatees or
distributees of the Grantee's estate for a period of six (6) months after the

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Grantee's death as to that number of Shares which were purchasable by the
Grantee at the time of his or her death. Provided, however, that in no case
shall an Incentive Stock Option granted to an Optionee remain exercisable after
a date ten (10) years from the date on which such Incentive Stock Option was
granted; nor shall an Incentive Stock Option granted to an Optionee- Shareholder
remain exercisable after a date five (5) year from the date on which such
Incentive Stock Option was granted.
         11.      No Special Employment Rights.
                  Nothing contained in the Plan or in any Option shall confer
upon any Grantee any right with respect to the continuation of his or her
employment by the Company or interfere in any way with the right of the Company,
subject to the terms of any separate employment agreement to the contrary, at
any time to terminate such employment or to increase or decrease the
compensation of the Grantee from the rate in existence at the time of the grant
of an Option. Whether an authorized leave of absence, or absence in military or
government service, shall constitute a termination of employment shall be
determined by the Committee at the time.
         12.      Rights as a Shareholder.
                  The Grantee of an Option shall have no rights as a shareholder
with respect to any Shares covered by the Option until the date such Option is
exercised. Except as otherwise expressly provided in the Plan no adjustment
shall be made for

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dividends or other rights for which the record date occurs prior to the date of
exercise.
         13.      Anti-dilution Provision.
                  Except as otherwise expressly provided herein, the following
provisions shall apply to all Shares authorized for issuance and optioned,
granted or awarded under the Plan:
                  A. In case the Company shall (i) declare a dividend or
dividends on its Shares payable in shares of its capital stock, (ii) subdivide
its outstanding Shares, (iii) combine its outstanding Shares into a smaller
number of shares, or (iv) issue any shares of capital stock by reclassification
of its Shares (including any such reclassification in connection with a
consolidation or merger in which the Company is the continuing corporation), the
number of shares of capital stock authorized under the Plan will be adjusted
proportionately. Similarly, in any such event, there will be a proportionate
adjustment in the number of shares of capital stock subject to unexercised
Options (but without adjustment to the aggregate option price).
                  B. In the event that the outstanding common stock of the
Company is changed or converted into, or exchanged for, a different number or
kind of shares or other securities of the Company or of another corporation, by
reason of reorganization, merger, consolidation or combination, appropriate
adjustment will be made by the Committee in the number and kind of Shares for
which Options may or may have been awarded under the Plan, to the end that the
proportionate interests of Grantees shall be

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maintained as before the occurrence of such event; provided, however, that in
the event of any kind of delayed transaction which may constitute a change in
control of the Company, the Committee, with the approval of the majority of the
members of the Board who are not then holding Options, may modify any and all
outstanding Options so as to accelerate, as a consequence of or in connection
with such transaction, a Grantee's right to exercise any such Option.
         14.      Withholding Taxes
                  Whenever an Option is to be exercised under the Plan, the
Company shall have the right to require the Grantee, as a condition of exercise
of the Option, to remit to the Company an amount sufficient to satisfy the
Company's (or a Subsidiary's) Federal, state and local withholding tax
obligation, if any, that will, in the sole opinion of the Committee, result from
the exercise.
         15.      Amendment of the Plan.
                  The Plan may at any time or from time to time be terminated,
modified or amended by a majority of the shareholders of the Company. The Board
may at any time and from time to time modify or amend the Plan in any respect,
except that, without shareholder approval, the Board may not (a) materially
increase the benefits accruing to participants under the Plan, (b) materially
increase the number of Shares which may be issued under the Plan, or (c)
materially modify the requirements as to eligibility for participation under the
Plan. The termination or

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modification or amendment of the Plan shall not, without the consent of a
Grantee affect his rights under an Option previously granted to him or her. With
the consent of the Grantee, the Board may amend outstanding Options in a manner
not inconsistent with the Plan.
         16.      Miscellaneous.
                  A. It is expressly understood that this Plan grants powers to
the Committee but does not require their exercise; nor shall any person, by
reason of the adoption of this Plan, be deemed to be entitled to the grant of
any Option; nor shall any rights begin to accrue under the Plan except as
Options may be granted hereunder.
                  B.       All expenses of the Plan, including the cost of
maintaining records, shall be borne by Company.


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                                    Exhibit A

                            FORM OF 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.