LOCK-UP AGREEMENT AND AMENDMENT TO LOAN AND SECURITIES PURCHASE AGREEMENT


                                 Exhibit 10.19.1

                   Form of Non-Discretionary Lock-Up Agreement




                         LIFE CRITICAL CARE CORPORATION

                                LOCK-UP AGREEMENT
                                       AND
               AMENDMENT TO LOAN AND SECURITIES PURCHASE AGREEMENT



Life Critical Care Corporation
c/o Xxxxxx X. Xxxxxx, Esquire
000 Xxxx Xxxxxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx   00000-0000

Dear Xx. Xxxxxx:

         The   undersigned  is  the  owner  of  shares  of  Life  Critical  Care
Corporation (the "Company"), purchased as part of the Company's September Bridge
offering.  The Company has requested the  undersigned to execute and return this
Agreement in  connection  with the  Company's  proposed  public  offering of its
securities (the "Offering"),  as a result of which Offering the undersigned will
materially benefit.

         In order to induce the  Company to proceed  with the  Offering,  and in
consideration thereof, the undersigned hereby agrees that, for a period of three
(3) years following the closing date of the Offering,  the undersigned  will not
sell, assign, hypothecate,  pledge or otherwise dispose (either pursuant to Rule
144 promulgated  under the Securities Act of 1933, as amended,  or otherwise) of
any shares of Common Stock of the Company  registered in the undersigned's  name
as of the date hereof.

         The undersigned  hereby consents to the placing of restrictive  legends
on the shares owned by the  undersigned as of the date hereof,  the placement of
appropriate  stop transfer orders with the transfer agent of the Company and the
noting of such restrictions on the transfer books and records of the Company.

         The  undersigned  further  agrees  that  Section  7.6 of the  Loan  and
Securities Purchase Agreement (the "Securities  Purchase Agreement") dated as of
September  1996  between  the  undersigned  and the  Company is hereby  deleted.
Section  7.6  required  the  Company  to use  its  best  efforts  to  cause  the
underwriter to purchase  certain of the  undersigned's  shares of the Company as
part of the  overallotment  option.  In addition,  as a result of the  foregoing
lock-up   agreement,   Article  VII  of  the   Securities   Purchase   Agreement
("Registration Rights") is no longer applicable to the undersigned.

         This Agreement  shall be binding on the undersigned and his, her or its
respective successors,  heirs, personal representatives and assigns and shall be
governed  and  construed in  accordance  with the laws of the State of Maryland,
without giving effect to conflict of law principles.

Dated:  January ___, 1997                Very truly yours,


                                         _______________________________
                                                    Signature

                                         _______________________________
                                                   Printed Name
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LOCK-UP AGREEMENT AND AMENDMENT TO LOAN AND SECURITIES PURCHASE AGREEMENT

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