CONTINUING GUARANTY



     THIS GUARANTY (this "Guaranty") is made and entered into as of the 29th day

of September, 2006 by Pat LaVecchia, Sean D. McDevitt and Philip B. Harris (each

a "Guarantor", and together, the "Guarantors") in favor of I-Flow Corporation, a

Delaware corporation ("Seller").



                                    RECITALS



     A. WHEREAS, Seller and HAPC, Inc. a Delaware corporation (the "Buyer")

desire to enter into the Stock Purchase Agreement dated as of September 29, 2006

(the "SPA"; terms defined in the SPA and not otherwise defined herein are used

herein as therein defined ) among the Seller, Buyer, InfuSystem, Inc., a

California corporation and Iceland Acquisition Subsidiary, Inc, a California

corporation.



     B. WHEREAS, it is a condition precedent to the Closing that the Guarantors

deliver this Guaranty.



     NOW, THEREFORE, in consideration of the above Recitals, which are

incorporated into the Agreement below by reference as if fully set forth

therein, and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged by each Guarantor, Guarantors agree

with Seller as follows:



                                    ARTICLE I

                                   AGREEMENTS



     SECTION 1.1 GUARANTY. Guarantors, jointly and severally, unconditionally

guarantee the full and prompt payment to Seller when due of the Termination Fee

(the "Guaranteed Obligations").



     SECTION 1.2 CONTINUING GUARANTY. This Guaranty is given by the Guarantors

and each of them, without regard to any other guaranty by the other signers

hereof, or otherwise, and each Guarantor agrees that it shall continue in full

force and effect notwithstanding the death or release of, or the extension of

time to, any of the other Guarantors. This Guaranty shall be construed as a

continuing, absolute and unconditional guaranty of payment (and not merely of

collection) without regard to: (a) the legality, validity or enforceability of

the Guaranteed Obligations or any agreement, instrument or lien evidencing,

guaranteeing or securing the Guaranteed Obligations; (b) any defense (other than

payment), set-off or counterclaim that may at any time be available to the Buyer

or any other Guarantor against, and any right of setoff at any time held by, the

Seller; or (c) any other circumstance whatsoever (with or without notice to or

knowledge of Guarantors), whether or not similar to the foregoing, that

constitutes, or might be construed to constitute, an equitable or legal

discharge of the Buyer or any other Guarantor, in bankruptcy or in any other

instance.



     SECTION 1.3 OBLIGATIONS JOINT AND SEVERAL. The obligations of the

Guarantors hereunder are joint and several, and independent of the obligations

of the Buyer, and a separate



{PAGE}



action or actions may be brought and prosecuted against any or all of the

Guarantors whether action is brought against the Buyer or any other Guarantor or

whether the Buyer or any other Guarantor be joined in any such action or

actions; and Guarantors waive the benefit of any statute of limitations

affecting their liability hereunder or the enforcement thereof.

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