STOCK ESCROW AGREEMENT

         STOCK ESCROW AGREEMENT, dated as of ____________, 2004 ("Agreement"),
by and among MILLSTREAM II ACQUISITION CORPORATION, a Delaware corporation
("Company"), ARTHUR SPECTOR, the SPECTOR FAMILY TRUST, ROBERT E. KEITH, JR., DON
K. RICE and DR. HEINZ C. SCHIMMELBUSCH (collectively "Initial Stockholders") and
CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation ("Escrow
Agent").

         WHEREAS, the Company has entered into an Underwriting Agreement, dated
____, 2004 ("Underwriting Agreement"), with EarlyBirdCapital, Inc. ("EBC")
acting as representative of the several underwriters (collectively, the
"Underwriters"), pursuant to which, among other matters, the Underwriters have
agreed to purchase 3,500,000 units ("Units") of the Company. Each Unit consists
of one share of the Company's Common Stock, par value $.0001 per share, and two
Warrants, each Warrant to purchase one share of Common Stock, all as more fully
described in the Company's final Prospectus, dated ________, 2004 ("Prospectus")
comprising part of the Company's Registration Statement on Form S-1 (File No.
333-119937) under the Securities Act of 1933, as amended ("Registration
Statement"), declared effective on __________, 2004 ("Effective Date").

         WHEREAS, the Initial Stockholders have agreed as a condition of the
sale of the Units to deposit their shares of Common Stock of the Company, as set
forth opposite their respective names in Exhibit A attached hereto (collectively
"Escrow Shares"), in escrow as hereinafter provided.

         WHEREAS, the Company and the Initial Stockholders desire that the
Escrow Agent accept the Escrow Shares, in escrow, to be held and disbursed as
hereinafter provided.

         IT IS AGREED:

         1. Appointment of Escrow Agent. The Company and the Initial
Stockholders hereby appoint the Escrow Agent to act in accordance with and
subject to the terms of this Agreement and the Escrow Agent hereby accepts such
appointment and agrees to act in accordance with and subject to such terms.

         2. Deposit of Escrow Shares. On or before the Effective Date, each of
the Initial Stockholders shall deliver to the Escrow Agent certificates
representing his respective Escrow Shares, to be held and disbursed subject to
the terms and conditions of this Agreement. Each Initial Stockholder
acknowledges that the certificate representing his Escrow Shares is legended to
reflect the deposit of such Escrow Shares under this Agreement.

     3. Disbursement of the Escrow Shares. The Escrow Agent shall hold the
Escrow Shares until the third anniversary of the Effective Date ("Escrow
Period"), on which date it shall, upon written instructions from each Initial
Stockholder, disburse each of the Initial Stockholder's Escrow Shares to such
Initial Stockholder; provided, however, that if the Escrow Agent is notified by
the Company pursuant to Section 6.7 hereof that the Company is being liquidated
at any time during the Escrow Period, then the Escrow Agent shall promptly
destroy the certificates representing the Escrow Shares; provided further,
however, that if, after the Company consummates a Business Combination (as such
term is defined in the Registration Statement), it (or the surviving entity)
subsequently consummates a liquidation, merger, stock exchange or other similar
transaction which results in all of the stockholders of such entity having the
right to exchange their shares of Common Stock for cash, securities or other
property, then the Escrow Agent will, upon receipt of a certificate, executed by
the Chief Executive Officer or Chief Financial Officer of the Company, in form
reasonably acceptable to the Escrow Agent, that such transaction is then being
consummated, and release the Escrow Shares to the Initial Stockholders upon
consummation of the transaction so that they can similarly participate. The
Escrow Agent shall have no further duties hereunder after the disbursement or
destruction of the Escrow Shares in accordance with this Section 3.

         4. Rights of Initial Stockholders in Escrow Shares.

               4.1 Voting Rights as a Stockholder. Subject to the terms of the
          Insider Letter




          described in Section 4.4 hereof and except as herein provided, the
          Initial Stockholders shall retain all of their rights as stockholders
          of the Company during the Escrow Period, including, without
          limitation, the right to vote such shares.

               4.2 Dividends and Other Distributions in Respect of the Escrow
          Shares. During the Escrow Period, all dividends payable in cash with
          respect to the Escrow Shares shall be paid to the Initial
          Stockholders, but all dividends payable in stock or other non-cash
          property ("Non-Cash Dividends") shall be delivered to the Escrow Agent
          to hold in accordance with the terms hereof. As used herein, the term
          "Escrow Shares" shall be deemed to include the Non-Cash Dividends
          distributed thereon, if any.

               4.3 Restrictions on Transfer. During the Escrow Period, no sale,
          transfer or other disposition may be made of any or all of the Escrow
          Shares except (i) by gift to a member of Initial Stockholder's
          immediate family or to a trust, the beneficiary of which is an Initial
          Stockholder or a member of an Initial Stockholder's immediate family,
          (ii) by virtue of the laws of descent and distribution upon death of
          any Initial Stockholder, or (iii) pursuant to a qualified domestic
          relations order; provided, however, that such permissive transfers may
          be implemented only upon the respective transferee's written agreement
          to be bound by the terms and conditions of this Agreement and of the
          Insider Letter signed by the Initial Stockholder transferring the
          Escrow Shares. During the Escrow Period, the Initial Stockholders
          shall not pledge or grant a security interest in the Escrow Shares or
          grant a security interest in their rights under this Agreement.

               4.4 Insider Letters. Each of the Initial Stockholders has
          executed a letter agreement with EBC and the Company, dated as
          indicated on Exhibit A hereto, and which is filed as an exhibit to the
          Registration Statement ("Insider Letter"), respecting the rights and
          obligations of such Initial Stockholder in certain events, including
          but not limited to the liquidation of the Company.

         5. Concerning the Escrow Agent.

               5.1 Good Faith Reliance. The Escrow Agent shall not be liable for
          any action taken or omitted by it in good faith and in the exercise of
          its own best judgment, and may rely conclusively and shall be
          protected in acting upon any order, notice, demand, certificate,
          opinion or advice of counsel (including counsel chosen by the Escrow
          Agent), statement, instrument, report or other paper or document (not
          only as to its due execution and the validity and effectiveness of its
          provisions, but also as to the truth and acceptability of any
          information therein contained) which is believed by the Escrow Agent
          to be genuine and to be signed or presented by the proper person or
          persons. The Escrow Agent shall not be bound by any notice or demand,
          or any waiver, modification, termination or rescission of this
          Agreement unless evidenced by a writing delivered to the Escrow Agent
          signed by the proper party or parties and, if the duties or rights of
          the Escrow Agent are affected, unless it shall have given its prior
          written consent thereto.

               5.2 Indemnification. The Escrow Agent shall be indemnified and
          held harmless by the Company from and against any expenses, including
          counsel fees and disbursements, or loss suffered by the Escrow Agent
          in connection with any action, suit or other proceeding involving any
          claim which in any way, directly or indirectly, arises out of or
          relates to this Agreement, the services of the Escrow Agent hereunder,
          or the Escrow Shares held by it hereunder, other than expenses or
          losses arising from the gross negligence or willful misconduct of the
          Escrow Agent. Promptly after the receipt by the Escrow Agent of notice
          of any demand or claim or the commencement of any action, suit or
          proceeding, the Escrow Agent shall notify the other parties hereto in
          writing. In the event of the receipt of such notice, the Escrow Agent,
          in its sole discretion, may commence an action in the nature of
          interpleader in an appropriate court to determine ownership or
          disposition of the Escrow Shares or it may deposit the Escrow Shares
          with the clerk of any appropriate court or it may retain the Escrow
          Shares pending receipt of a final, non-appealable order of a court
          having jurisdiction over all of the parties hereto directing to whom
          and under what circumstances the Escrow Shares are to be disbursed and
          delivered. The provisions of this Section 5.2 shall survive in the

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          event the Escrow Agent resigns or is discharged pursuant to Sections
          5.5 or 5.6 below.

               5.3 Compensation. The Escrow Agent shall be entitled to
          reasonable compensation from the Company for all services rendered by
          it hereunder. The Escrow Agent shall also be entitled to reimbursement
          from the Company for all expenses paid or incurred by it in the
          administration of its duties hereunder including, but not limited to,
          all counsel, advisors' and agents' fees and disbursements and all
          taxes or other governmental charges.

               5.4 Further Assurances. From time to time on and after the date
          hereof, the Company and the Initial Stockholders shall deliver or
          cause to be delivered to the Escrow Agent such further documents and
          instruments and shall do or cause to be done such further acts as the
          Escrow Agent shall reasonably request to carry out more effectively
          the provisions and purposes of this Agreement, to evidence compliance
          herewith or to assure itself that it is protected in acting hereunder.

               5.5 Resignation. The Escrow Agent may resign at any time and be
          discharged from its duties as escrow agent hereunder by its giving the
          other parties hereto written notice and such resignation shall become
          effective as hereinafter provided. Such resignation shall become
          effective at such time that the Escrow Agent shall turn over to a
          successor escrow agent appointed by the Company, the Escrow Shares
          held hereunder. If no new escrow agent is so appointed within the 60
          day period following the giving of such notice of resignation, the
          Escrow Agent may deposit the Escrow Shares with any court it
          reasonably deems appropriate.

               5.6 Discharge of Escrow Agent. The Escrow Agent shall resign and
          be discharged from its duties as escrow agent hereunder if so
          requested in writing at any time by the other parties hereto, jointly,
          provided, however, that such resignation shall become effective only
          upon acceptance of appointment by a successor escrow agent as provided
          in Section 5.5.

               5.7 Liability. Notwithstanding anything herein to the contrary,
          the Escrow Agent shall not be relieved from liability hereunder for
          its own gross negligence or its own willful misconduct.

         6. Miscellaneous.

               6.1 Governing Law. This Agreement shall for all purposes be
          deemed to be made under and shall be construed in accordance with the
          laws of the State of New York.

               6.2 Third Party Beneficiaries. Each of the Initial Stockholders
          hereby acknowledges that the Underwriters are third party
          beneficiaries of this Agreement and this Agreement may not be modified
          or changed without the prior written consent of EBC.

               6.3 Entire Agreement. This Agreement contains the entire
          agreement of the parties hereto with respect to the subject matter
          hereof and, except as expressly provided herein, may not be changed or
          modified except by an instrument in writing signed by the party to the
          charged.


               6.4 Headings. The headings contained in this Agreement are for
          reference purposes only and shall not affect in any way the meaning or
          interpretation thereof.

               6.5 Binding Effect. This Agreement shall be binding upon and
          inure to the benefit of the respective parties hereto and their egal
          representatives, successors and assigns.

               6.6 Notices. Any notice or other communication required or which
          may be given hereunder shall be in writing and either be delivered
          personally or be mailed, certified or registered mail, or by private
          national courier service, return receipt requested, postage prepaid,
          and shall be deemed given

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          when so delivered personally or, if mailed, two days after the date of
          mailing, as follows:

                  If to the Company, to:

                           Millstream II Acquisition Corporation
                           435 Devon Park Drive, Building 400
                           Wayne, Pennsylvania 19087
                           Attn:  Chairman

                  If to a Stockholder, to his address set forth in Exhibit A.

                  and if to the Escrow Agent, to:

                           Continental Stock Transfer & Trust Company
                           17 Battery Place
                           New York, New York 10004
                           Attn:  Chairman

                  A copy of any notice sent hereunder shall be sent to:

                           Bingham McCutchen LLP
                           399 Park Avenue
                           New York, New York 10022
                           Attn: Floyd I. Wittlin, Esq.

                  and:

                           EarlyBirdCapital, Inc.
                           600 Third Avenue
                           33rd Floor
                           New York, New York 10016
                           Attn:  David M. Nussbaum, Chairman

                  and:

                           Graubard Miller
                           600 Third Avenue
                           32nd Floor
                           New York, New York 10016
                           Attn:  David Alan Miller, Esq.

         The parties may change the persons and addresses to which the notices
or other communications are to be sent by giving written notice to any such
change in the manner provided herein for giving notice.

               6.7 Liquidation of the Company. The Company shall give the Escrow
Agent written  notification of the liquidation and dissolution of the Company in
the event that the Company fails to consummate a Business Combination within the
time period(s) specified in the Prospectus.



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         WITNESS the execution of this Agreement as of the date first above
written.


                                 MILLSTREAM II ACQUISITION CORPORATION


                                 By: _________________________________
                                      Arthur Spector, Chairman, Chief Executive
                                             Officer and President


                                 INITIAL STOCKHOLDERS:



                                 ---------------------------
                                 ARTHUR SPECTOR


                                 ---------------------------
                                 SPECTOR FAMILY TRUST


                                 ---------------------------
                                 ROBERT E. KEITH, JR.


                                 ---------------------------
                                 DON K. RICE


                                 ---------------------------
                                 HEINZ C. SCHIMMELBUSCH


                                 CONTINENTAL STOCK TRANSFER
                                   & TRUST COMPANY


                                 By: ________________________________
                                     Name:
                                     Title:

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                                              EXHIBIT A

Name and Address of                            Number           Stock                    Date of
Initial Stockholder                         of Shares     Certificate Number          Insider Letter
-------------------                         ----------    ------------------          --------------


Arthur Spector                                347,500             1                  October 4, 2004
435 Devon Park Drive
Building 400
Wayne, Pennsylvania 19087

Spector Family Trust                          347,500             2                  October 4, 2004
435 Devon Park Drive
Building 400
Wayne, Pennsylvania 19087

Robert E. Keith, Jr.                           60,000             3                  October 4, 2004
435 Devon Park Drive
Building 700
Wayne, Pennsylvania 19087

Don K. Rice                                    60,000             4                  October 4, 2004
517 Fishers Road
Bryn Mawr, Pennsylvania 19010

Dr. Heinz C. Schimmelbusch                     60,000             5                  October 4, 2004
435 Devon Park Drive
Building 400
Wayne, Pennsylvania 19087