MEDIQ, INC.

                             EXECUTIVE SECURITY PLAN

                                    ARTICLE I

                                     PURPOSE

The purpose of the Mediq, Inc. Executive Security Plan is to provide designated
executives of Mediq, Inc. and its divisions and subsidiaries with a tax-favored
investment opportunity. By providing a means whereby base salary and/or bonuses
may be deferred to some period after termination of employment, the Plan will
aid in retaining and attracting executives of exceptional ability, providing
executives with a means to supplement their standard of living at retirement.

Compensation reductions made pursuant to the Plan will be credited with interest
for the benefit of each Participant. The value of a Participant's deferrals, and
interest earned on compensation reductions, will vary by such factors as the
amount and duration of the compensation reductions, the Participant's age at the
time of reduction, the date benefits commence, and other factors. The intent of
the Plan is to credit Participant's compensation reductions with a specific rate
of interest, rather than to provide defined benefits. However, to provide
additional financial security, and to protect the purpose of the Plan, a
supplemental death benefit is provided to qualifying Participants.


                                   ARTICLE II

                                   DEFINITIONS

2.1          "Administrator" shall mean the individual appointed to
             administer the Plan pursuant to Article IX.

2.2          "Age" shall mean the Participant's chronological age at
             any time of reference.

2.3          "Beneficiary" shall mean the person or persons designated
             by a Participant pursuant to Section 6.8.

2.4          "Board" shall mean the Company's Board of Directors in
             office at any time of reference.

2.5          "Change In Control" shall mean the sale of the Company or
             substantially all of its assets, in any form whatsoever, including
             merger, acquisition, consolidation or other reorganization or a
             significant stock acquisition. Significant stock acquisition shall
             be deemed to have



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             occurred, if during any two year period, more than 51% of the votes
             attributed to the Company's equity securities shall be acquired by
             any corporation, person or group. Group shall mean persons who act
             in concert as described in Section 14(d)(2) of the Securities
             Exchange Act of 1934, as amended.

2.6          "Company" shall mean Mediq, Inc. and any successor
             thereto.

2.7          "Compensation" shall mean the total compensation paid by the
             Company for a Plan Year, as reported for Federal Income Tax
             purposes on Form W-2 or any replacement thereof, and any
             compensation deferred to a retirement plan which qualifies under
             Section 401(k) of the Internal Revenue Code.

2.8          "Deferral Election Form" shall mean a written agreement between a
             Participant and the Company, whereby a Participant agrees to defer
             a portion of his Compensation pursuant to the provisions of the
             Plan, and the Company agrees to make benefit payments in accordance
             with the provisions of the Plan.

2.9          "Deferred Benefit Account" means the accounts maintained on the
             books of the Company pursuant to Article V. A separate Deferred
             Benefit Account shall be maintained for each Participant. A
             Participant's Deferred Benefit Account shall be utilized solely as
             a device for the measurement and determination of the amounts to be
             paid to the Participants pursuant to the Plan and shall be subject
             to Article VII hereof. A Participant's Deferred Benefit Account
             shall not constitute or be treated as a trust fund of any kind.

2.10         "Determination Date" shall mean each December 31 of each calendar
             year and, for each Participant, his date of death, his Normal
             Retirement Date or the date of his Retirement, as applicable.

2.11         "Effective Date" shall mean October 1, 1985.

2.12         "Eligible Employee" shall mean any officer of the Company who has
             completed at least six months of active full-time employment.

2.13         "Normal Retirement Date" shall mean the later of a Participant's
             Age 65 or the date on which a Participant has fully deferred all
             the amounts which he had elected to defer with respect to each
             Deferral Election Form.


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2.14         "Participant" shall mean each Eligible Employee who has executed a
             Deferral Election Form in accordance with Article III, and any
             former Eligible Employee who remains entitled to a benefit pursuant
             to Article VI.

2.15         "Payout Period" shall mean the period of time throughout which
             benefits are payable under the terms of this Plan. The Payout
             Period shall be an uninterrupted period of time of 180 months.
             Alternatively, at a Participant's or Beneficiary's election, the
             Payout Period may be any uninterrupted period of time ranging from
             60-180 months. Such election shall be made in accordance with
             procedures established by the Administrator.

2.16         "Plan" shall mean the Mediq, Inc. Executive Security Plan
             as described in this instrument, as amended from time to
             time.

2.17         "Plan Year" shall initially mean the period beginning on October 1,
             1985 and ending December 31, 1985. Thereafter Plan Year shall mean
             the 12 consecutive month period beginning on January 1 and ending
             on December 31.

2.18         "Retirement" shall mean any severance from full-time employment
             after attaining his Normal Retirement Date.

2.19         "Retirement Interest Yield" shall mean the average for the Plan
             Year or part thereof preceding the Determination Date of Moody's
             Seasoned Corporate Bond Yield Index as published by Moody's
             Investor Service, Inc., or if no longer published, a substantially
             similar average selected by the Administrator, plus 2 percentage
             points.

2.20         "Termination Interest Yield" shall mean the average for
             the Plan Year or part thereof preceding the Determination
             Date of Moody's Seasoned Corporate Bond Yield Index as
             published by Moody's Investor Service, Inc. or, if no
             longer published, a substantially similar average selected
             by the Administrator.

2.21         "Termination of Employment" means voluntary or involuntary
             termination of employment for reasons other than death or
             Retirement.


                                   ARTICLE III

                                  PARTICIPATION

3.1          Each Eligible Employee who elects to participate in the
             Plan shall execute a Deferral Election Form prior to the

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             first day of the Plan Year in which the deferral shall
             first occur.

3.2          Each employee who shall subsequently become an Eligible Employee
             may elect to participate in the Plan by executing a Deferral
             Election Form no less than thirty (30) days prior to that date on
             which the deferral shall first occur. The election to participate
             shall be effective only upon receipt by the Administrator of the
             Deferral Election Form, properly completed and executed in
             conformity with the Plan.


                                   ARTICLE IV

                            RULES GOVERNING DEFERRALS

4.1          At the time he executes his Deferral Election Form, a Participant
             shall direct the Plan Administrator as to the timing and amounts of
             Compensation to be deferred. In the event a Participant requests
             that a Compensation deferral be applied against any future bonus
             payment, and such bonus payment is insufficient to meet the
             Participant's deferral request, the remaining Compensation deferral
             shall be applied against salary remaining to be paid during the
             Plan Year. Notwithstanding the preceding, an Eligible Employee may
             not elect to defer any portion of any bonus payment attributable to
             service performed at any time during the same Plan Year in which
             the Deferral Election form has been executed.

4.2          An Eligible Employee who elects to participate in the Plan must
             agree to defer a portion of his Compensation for a period of not
             less than one Plan Year or more than four Plan Years.

4.3          Throughout any one Plan Year, a Participant may not defer
             less than $5,000 (excepting Plan Years in which the
             Participant elects not to defer any portion of his
             Compensation) or more than $50,000.


4.4          In the aggregate, a Participant may not elect to defer
             less than $20,000 or more than $200,000.

4.5          Prior to any Plan Year, a Participant may elect to make additional
             deferrals pursuant to a new Deferral Election Form provided,
             however, such additional deferral conforms with limitations set
             forth in Section 4.3 and 4.4.

4.6          An election to defer income pursuant to this Plan is
             irrevocable and shall continue until the earlier of the

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             Termination of Employment, death or that time otherwise provided by
             the terms of the applicable Deferral Election Forms.

                                    ARTICLE V

                            DEFERRED BENEFIT ACCOUNT

5.1          For recordkeeping purposes only, the Company shall maintain
             separate Deferred Benefit Accounts for each Participant. The
             existence of these accounts shall not require any segregation of
             assets. More than one Deferred Benefit Account may be maintained
             for each Participant as may be necessary to reflect each Deferral
             Election Form.

5.2          The amount of Compensation that a Participant elects to
             defer shall be credited to the Participant's Deferred
             Benefit Account through each Plan Year at the same time as
             the Participant is paid the non-deferred portion of the
             Compensation which is the source of the deferral.

5.3          On each Determination Date, the Company shall credit a
             Participant's Deferred Benefit Account, an additional sum equal to
             interest at either the Retirement Interest Yield or, to the extent
             benefits are to be determined in accordance with Section 6.2, the
             Termination Interest
             Yield.


                                   ARTICLE VI

                                    BENEFITS

6.1          Termination Within Initial Four Plan Years. Upon Termination of
             Employment at any time within the first four Plan Years of Plan
             participation, the Company shall pay to the Participant, a
             termination benefit equal to his aggregated deferrals through the
             date of Termination credited with an interest yield of 6%,
             compounded annually. The termination benefit shall be payable in a
             lump sum within 120 days following Termination of Employment. Upon
             such Termination of Employment, the Participant shall immediately
             cease to be eligible for any other benefit otherwise provided in
             this Plan.

6.2          Termination After Four Plan Years. Upon Termination of Employment
             at any time after the first four Plan Years of Plan participation,
             the Company shall continue to maintain the Participant's Deferred
             Benefit Account. Upon Participant's attaining his Normal Retirement
             Date, the Company shall pay Participant (or his designated
             Beneficiary, to the extent applicable, if Participant

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             shall die prior to the expiration of the Payout Period) a
             retirement benefit equal to the Participant's Deferred Benefit
             Account determined pursuant to Section 5.3, using the Retirement
             Interest Yield through the month preceding Participant's
             Termination of Employment and the Termination Interest Yield for
             the period beginning with the first day of the month of
             Participant's Termination of Employment and ending on the month
             preceding Participant's Normal Retirement Date.

6.3          Death. Upon the death of a Participant, while an active employee of
             the Company, the Company shall pay the designated Beneficiary of
             the deceased Participant a death benefit, in lieu of any other
             benefit provided hereunder, equal to the greater of (i) the
             Participant's Deferred Benefit Account determined pursuant to
             Section 5.3, using the Retirement Interest Yield, or (ii) an amount
             specified in the Participant Deferral and Participant Agreement.

6.4          Retirement. If a Participant remains continuously employed by the
             Company until he attains his Normal Retirement Date, the Company
             shall pay to the Participant, a Retirement benefit, commencing upon
             the first month subsequent to his Retirement, equal to his Deferred
             Benefit Account, determined pursuant to Section 5.3 using the
             Retirement Interest Yield.

6.5          For the purposes of this Article VI, elections to make additional
             deferrals pursuant to Section 4.5, shall be considered separately,
             and the Plan Year for which such additional deferral becomes
             effective shall be treated as the first year of Plan participation
             on Plan entry with respect to such segregated amounts.

6.6          Form of Distribution:

             A.       Upon the initiation of benefits as described in
                      Section 6.2, the Company shall annuitize the amount
                      specified therein utilizing an interest rate equal to
                      the average of the Termination Interest Yield during
                      the five calendar years immediately preceding the
                      commencement of benefits and pay the benefit to
                      Participant or his Beneficiary, if applicable, in
                      equal monthly installments commencing upon the first
                      day of the first month following Participant's Normal
                      Retirement Date and continuing uninterrupted
                      throughout the Payout Period.

             B.       Upon Participant's death, as described in Section
                      6.3, the Company shall annuitize the amount specified
                      therein utilizing an interest rate equal to 8% and
                      pay the benefit to Participant's Beneficiary in equal

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                      monthly installments commencing upon the first day of the
                      first month following Participant's death and continuing
                      uninterrupted throughout the Payout Period.

             C.       Upon Participant's Retirement as described in Section
                      6.4, the Company shall annuitize the amount specified
                      therein utilizing an interest rate equal to the
                      average of the Retirement Interest Yield during the
                      five calendar years immediately preceding the
                      commencement of benefits and pay the benefit to
                      Participant or his Beneficiary, if applicable, in
                      equal monthly installments commencing upon the first
                      day of the first month following Participant's
                      Retirement and continuing uninterrupted throughout
                      the Payout Period.

6.7          To the extent required by the law in effect at the time
             payments are made, the Company shall withhold any taxes
             required by the federal or any state or local government
             from payments made hereunder.

6.8          Unless the Participant files a written notice of a different
             Beneficiary designation with the Committee, the Participant's
             Beneficiary shall be the Beneficiary designated in the Employee
             Savings Plan. The Participant may designate a Beneficiary by filing
             a written notice of such designation with the Committee in such
             form as the Company requires and may include contingent
             beneficiaries. The Participant may from time to time change the
             designated Beneficiary or Beneficiaries without the consent of such
             Beneficiary or Beneficiaries by filing a new designation in writing
             with the Committee. (If a Participant maintains his primary
             residence in a state which has community property laws, the spouse
             of a married Participant shall join in any designation of a
             Beneficiary or Beneficiaries other than the spouse.) If no
             designation shall be in effect at the time when any benefits
             payable under this Plan shall become due, the Beneficiary shall be
             the spouse of the Participant, or if no spouse is then living, the
             representatives of the Participant's estate.


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                                   ARTICLE VII

                                CHANGE IN CONTROL

7.1          If there is a Change in Control, notwithstanding any other
             provision of this Plan:

             A.       each Participant or his Beneficiary who is then
                      receiving a benefit hereunder shall have the right to
                      request to be paid by the Company a lump sum payment
                      equal to the present value of the remaining payments
                      due him under this Plan based upon an interest rate
                      which is set forth in Section 6.6 C. hereof;

             B.       each Participant at any time during an eighteen (18)
                      month period immediately following a Change in
                      Control shall have the right to request and be paid a
                      lump sum settlement equal to the amount of his
                      Deferred Benefit Account.

7.2          Amounts payable pursuant to Section 7.1 shall be paid to the
             Participant or his Beneficiary, as applicable, as soon as possible
             following the date of the request, but in no instance prior to the
             first day of the first Plan Year following the date of the request.
             In the event no such request is made, the Plan and Deferral
             Election form shall remain in full force and effect.


                                  ARTICLE VIII

                                  UNFUNDED PLAN

8.1          Benefits are payable as they become due irrespective of any actual
             investments the Company may make to meet its obligations. The
             Company is under no obligation to purchase or maintain any asset,
             and any reference to investments is solely for the purpose of
             computing the value of benefits. Neither this Plan nor any action
             taken pursuant to the provisions of this Plan shall create or be
             considered to create a trust of any kind, or a fiduciary
             relationship between the Company and the Participating Employees,
             or any other person. To the extent a Participant or any other
             person acquires a right to receive payments from the Company under
             this Plan, such right shall be no greater than the right of an
             unsecured creditor of Company.


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                                   ARTICLE IX

                                   ASSIGNMENT

9.1          No Participant, Beneficiary or heir shall have any right to
             commute, sell, transfer, assign or otherwise convey the right to
             receive any payment under the terms of this Plan. Any such
             attempted assignment shall be considered null and void.


                                    ARTICLE X

                                 ADMINISTRATION

10.1         The Board shall appoint, on behalf of all Participants, an
             Administrator. The Administrator may be removed by the Board at any
             time and he may resign at any time by submitting his resignation in
             writing to the Board. A new Administrator shall be appointed as
             soon as possible in the event that the Administrator is removed or
             resigns from his position. Any person so appointed shall signify
             his acceptance by filing a written acceptance with the Board.

10.2         The Administrator is responsible for the day to day administration
             of the Plan. He may appoint other persons or entities to perform
             any of his fiduciary functions. Such appointment shall be made and
             accepted by the appointee in writing and shall be effective upon
             the written approval of the Board. The Administrator and any such
             appointee may employ advisors and other persons necessary or
             convenient to help him carry out his duties including his fiduciary
             duties. The Administrator shall have the right to remove any such
             appointee from his position. Any person, group of persons or entity
             may serve in more than one fiduciary capacity.

10.3         The Administrator shall maintain or shall cause to be maintained
             accurate and detailed records and accounts of Participants and of
             their rights under the Plan and of all investments, receipts,
             disbursements and other transactions. Such accounts, books and
             records relating thereto shall be open at all reasonable times to
             inspection and audit by the Board and by persons designated
             thereby.

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10.4         In addition to any powers, rights and duties set forth elsewhere in
             the Plan, the Administrator shall have the following powers and
             duties:

             A.       To adopt such rules and regulations consistent with
                      the provisions of the Plan;

             B.       To enforce the Plan in accordance with its terms and
                      any rules and regulations he establishes;

             C.       To maintain records concerning the Pan sufficient to
                      prepare reports, returns and other information
                      required by the Plan or by law;

             D.       To construe and interpret the Plan and to resolve all
                      questions arising under the Plan;

             E.       To direct the Company to pay benefits under the Plan,
                      and to give such other directions and instructions as
                      may be necessary for the proper administration of the
                      Plan;

             F.       To be responsible for the preparation, filing and
                      disclosure on behalf of the Plan of such documents
                      and reports as are required by any applicable Federal
                      or State law.

10.5         The Company shall furnish the Administrator such data and
             information as he may require. The records of the Company shall be
             determinative of each Participant's period of employment,
             termination of employment and the reason therefor, leave of
             absence, reemployment, years of service, personal data, and
             compensation or bonus reductions. Participants and their
             Beneficiaries shall furnish to the Administrator such evidence,
             data, or information, and execute such documents as the
             Administrator requests.

10.6         Neither the Administrator nor the Board nor the Company shall be
             liable to any person for any action taken or omitted in connection
             with the administration of this Plan unless attributable to his own
             fraud or willful misconduct; nor shall the Company be liable to any
             person for any such action unless attributable to fraud or willful
             misconduct on the part of a director, officer or employee of the
             Company.


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10.7         Each Member or Beneficiary must claim any benefit to which he is
             entitled under this Plan by a written notification to the
             Administrator. If a claim is denied, it must be denied within a
             reasonable period of time, and be contained in a written notice
             stating the following:

             A.       The specific reason for the denial.

             B.       Specific reference to the Plan on which the denial is
                      based.

             C.       Description of additional information for the
                      claimant to present his claim, if any, and an
                      explanation of why such material is necessary.

             D.       An explanation of the Plan's claim review procedure.

             The claimant will have 60 days to request a review of the denial by
             the Administrator, who will provide a full and fair review. The
             request for review must be written and submitted to the same person
             who handles initial claims. The claimant may review pertinent
             documents, and he may submit issues and comments in writing.

             The decision by the Administrator with respect to the review must
             be given within 60 days after receipt of the request, unless
             special circumstances require an extension (such as for a hearing).
             In no event shall the decision be delayed beyond 120 days after
             receipt of the request for review. The decision shall be written in
             a manner calculated to be understood by the claimant, and it shall
             include specific reasons and refer to specific Plan provisions as
             to its effect.


                                   ARTICLE XI

                            AMENDMENT AND TERMINATION

11.1         The Plan may be amended in whole or in part by the Company any
             time. Notice of any such amendment shall be given in writing to
             each Participant and each Beneficiary of a deceased Participant.

11.2         Subject to Section 11.3, no amendment hereto shall permit amounts
             accumulated pursuant to the Plan prior to the amendment to be paid
             to a Participant or Beneficiary prior to the time he would
             otherwise be entitled thereto.

11.3         The Company reserves the sole right to terminate the Plan an/or the
             Deferral Election Form pertaining to the Participant at any time
             prior to the commencement of

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             payment of his benefits, but only in the event that the Company, in
             its sole discretion, shall determine that the economics of the Plan
             have been adversely and materially affected by a change in tax
             laws, other government action or other event beyond the control of
             the Participant and the Company. In the event of any such
             termination, the Participant shall be entitled to a Deferred
             Benefit equal to the amount of his Deferred Benefit Account
             determined under Section 5.3, using the Retirement Interest Yield
             as of the date of termination of the Plan and/or his Deferral
             Election Form.


                                   ARTICLE XII

                                  MISCELLANEOUS

12.1         The benefits provided for the Participants under this Plan are in
             addition to benefits provided by any other plan or program of the
             Company and, except as otherwise expressly provided for herein, the
             benefits of this Plan shall supplement and shall not supersede any
             plan or agreement between the Company and any Participant or any
             provisions contained herein.

12.2         The Plan shall be governed and construed under the laws of the
             State of New Jersey as in effect at the time of its adoption.

12.3         The courts of the State of New Jersey shall have exclusive
             jurisdiction in any or all actions arising under this Plan.

12.4         The terms of this Plan shall be binding upon and inure to the
             benefit of the parties hereto, their respective heirs, executors,
             administrators and successors.

12.5         The interest of any Participant or any beneficiary receiving
             payments hereunder shall not be subject to anticipation, nor to
             voluntary or involuntary alienation until distribution is actually
             made.

12.6         All headings preceding the text of the several Articles hereof are
             inserted solely for reference and shall not constitute a part of
             this Plan, nor affect its meaning, construction or effect.


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12.7         Where the context admits, words in the masculine gender
             shall include the feminine and neuter genders.






     DATE OF ADOPTION BY
 THE BOARD OF DIRECTORS OF
         MEDIQ, INC.

      November 15, 1985                              /s/ LIONEL H. FELZER
-----------------------------                     -----------------------------
                                                  Title:  Senior Vice President
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