FIFTH AMENDMENT TO ASSET PURCHASE AGREEMENT

                                  Exhibit 10.4

Asset Purchase  Agreement  dated March 1, 1996 among ABC Medical  Supply,  Inc.,
Xxxxxxx Xxxxxx, Xxxxxx Xxxxxxxx and Life Critical Care, as amended





                                 FIFTH AMENDMENT
                                       TO
                            ASSET PURCHASE AGREEMENT


         THIS FIFTH AMENDMENT TO ASSET PURCHASE  AGREEMENT (this "Amendment") is
executed this _____ day of January, 1997 to be made effective as of the 24th day
of January,  1997, by and among ABC Medical Supply, Inc., Xxxxxxx Xxxxxx, Xxxxxx
Xxxxxxxx and Life Critical Care Corporation.

                                    RECITALS

         The parties are parties to an Asset Purchase Agreement among them dated
March 1, 1996, as amended by a First Amendment to Asset Purchase Agreement dated
June 29,  1996,  as further  amended  by a Second  Amendment  to Asset  Purchase
Agreement  dated  September 5, 1996, as further  amended by a Third Amendment to
Asset Purchase  Agreement  dated  November 8, 1996, and as further  amended by a
Fourth  Amendment to Asset Purchase  Agreement dated as of December 18, 1996 (as
amended, the "Agreement") and desire to amend the Agreement as set forth herein.

         NOW, THEREFORE,  FOR AND IN CONSIDERATION OF the mutual entry into this
Amendment by the parties hereto, and for other good and valuable  consideration,
the receipt and adequacy of which are hereby  acknowledged by each party hereto,
the parties hereto hereby agree as follows:

         Section 1. Amendment of Agreement.  The provisions of the Agreement are
hereby amended as follows:

                  (a) Section 1.1 of the Agreement is hereby amended by deleting
         the date "January 31, 1997" as it appears in the third line thereof and
         by inserting in lieu thereof the date "February 28, 1997."

                  (b) Section 1.5 of the Agreement is hereby amended by deleting
         clause (iii) and by inserting the following in lieu thereof:

                           (iii) The  Closing  shall have been  completed  on or
                  before  February 28,  1997.  Any  adjustments  to the Purchase
                  Price shall be post-Closing  adjustments.  Conforming  changes
                  are  hereby  made  to  any  other  affected  Section  of  this
                  Agreement,  including without  limitation  Sections 5.3, 7.2.2
                  and 7.2.3.

         Section  2.  Effect of this  Amendment.  Except as is  hereinabove  set
forth,  the provisions of the Agreement shall hereafter remain in full force and
effect.

         Section 3. This Amendment may be executed in two or more  counterparts,
all of which when taken together shall constitute one and the same original.




         IN WITNESS  WHEREOF,  the parties have executed this  Amendment the day
and year first above written.

                                     ABC MEDICAL SUPPLY, INC.


                                     By:  _________________________________
                                          Xxxxxx Xxxxxxxx, President


                                     LIFE CRITICAL CARE CORPORATION


                                     By:  ________________________________
                                          Xxxxxx X. Xxxxx, President


                                     _____________________________________
                                     Xxxxxxx Xxxxxx, Individually


                                     _____________________________________
                                     Xxxxxx Xxxxxxxx, Individually

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