Pooling Agreement



THIS AGREEMENT made on January 1, 2002, between Life Systems Corp., a Nevada

corporation, of 8717 - 148th Avenue N.E., Redmond, Washington 98052, and Ian A.

Middleton of 2533 Killarney Place, Victoria, British Columbia V8P 3G4 Canada

("Shareholder").



WHEREAS:



A. The parties are desirous of maintaining an orderly market in the trading of

the shares ("Shares") in the common stock of Life Systems Corp. (the "Issuer");



B. The Shareholder is the holder of record and beneficial owner of a total of

315,000 Shares of the Issuer (the "Subject Shares"), evidenced by certificate

numbers __________;



C. At the time that the Shareholder subscribed for shares of Perfusion Systems

Inc. (which were subsequently exchanged for Shares of the Issuer) the

Shareholder agreed to pool the Shares if requested by either the Issuer or

Perfusion Systems Inc., upon and subject to such terms and conditions as the

Issuer or Perfusion Systems Inc. may set;



D. The Issuer and/or Perfusion Systems Inc. has requested that the Shareholder

enter into a pooling agreement and on the terms and conditions set forth herein;



E. The Issuer has filed an SB-2 registration statement ("Registration

Statement") with the United States Securities and Exchange Commission ("SEC").



         NOW, THEREFORE, THIS AGREEMENT WITNESSES that for good and valuable

consideration, the receipt and sufficiency of which is hereby acknowledged, the

parties hereto agree as follows:



1. The Shares are not being pooled in the manner set forth herein pursuant to

any statutory or regulatory requirement.



2. Shareholder hereby agrees that for the period beginning on January 1, 2002

and terminating one-hundred and fifty (150) days after the date that the

Registration Statement has been declared effective by the SEC, (unless this

Agreement terminates prior to the expiration of such period), the Shareholder

may not and shall not, directly or indirectly, sell, transfer, assign, pledge,

hypothecate, grant any option for the sale of, or otherwise dispose of, any of

the Subject Shares held by Shareholder, or subsequently acquired through the

exercise of any options, warrants or rights, or conversion of any other

security, unless the Issuer provides consent in writing authorizing the

Shareholder to sell or transfer an increased number of Subject Shares.



                  Furthermore, Shareholder hereby agrees that:



     (a)  for the period beginning one-hundred and fifty (150) days after the

          date that the Registration Statement has been declared effective by

          the SEC and for twenty-four (24) calendar months thereafter (unless

          this Agreement terminates prior to the expiration of such period), the





<PAGE>



          Shareholder may not and shall not, directly or indirectly, sell or

          transfer more than one thousand (1,000) of the Subject Shares in any

          calendar month, and

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