Subordination Deed



                               SUBORDINATION DEED


                               dated 19 July 2004


                                       for


                      ALLIED HEALTHCARE INTERNATIONAL INC.

                                    as Parent

                                       and

                                BARCLAYS BANK PLC

                                    as Agent

                                       and

                         ALLIED HEALTHCARE GROUP LIMITED

                                 as the Company



                                [LINKLATERS LOGO]


                                Ref: JMS/LSW/JULC



TABLE OF CONTENTS


CLAUSE                                                                      PAGE

1.      Definitions and interpretations........................................1
2.      Undertakings of Company................................................2
3.      Undertakings of The Parent.............................................3
4.      Permitted Payments.....................................................4
5.      Turnover of Non-permitted Payments.....................................4
6.      Subordination on Insolvency............................................5
7.      Treatment of Distributions.............................................6
8.      EnforcEment by Parent..................................................6
9.      Voting.................................................................7
10.     Consents...............................................................7
11.     Information............................................................8
12.     Protection of Subordination............................................8
13.     No rights in favour of Parent or Company..............................10
14.     Power of Attorney.....................................................10
15.     Changes to the parties................................................11
16.     Rights, Amendments, Waivers, Consents and Determinations..............11
17.     Miscellaneous.........................................................12
18.     Governing Law and Jurisdiction........................................13




THIS DEED is made on 19 July 2004 BETWEEN:

(1)  ALLIED HEALTHCARE INTERNATIONAL INC., (the "PARENT")

(2)  BARCLAYS BANK PLC as agent for the Finance Parties (the "AGENT")

(3)  ALLIED HEALTHCARE GROUP LIMITED (the "COMPANY").

BACKGROUND

(A)  The Parent has agreed that, subject to the terms and conditions of this
     Deed, the Junior Debt shall be subordinated in right of payment to the
     Senior Debt.

(B)  The Board of Directors of the Parent is satisfied that entering into this
     Deed is for the purposes and for the benefit of the Parent and its
     business.

(C)  The parties to this Subordination Deed intend that it shall take effect as
     a deed (even though the Agent only executes it under hand).

IT IS AGREED as follows:

1.   DEFINITIONS AND INTERPRETATIONS

1.1  DEFINITIONS

     In this Deed, terms defined and references construed in the Facility
     Agreement shall have the same meaning and construction and, except to the
     extent that the context requires otherwise:

     "FACILITY AGREEMENT" means the Facility Agreement dated on or about the
     date of this Deed between, among others, the Parent, the Company and the
     Agent, in the form it takes at the date of this Deed.

     "GUARANTEE" means any guarantee, letter of credit, bond, indemnity or
     similar assurance against loss, or any obligation, direct or indirect,
     actual or contingent, to purchase or assume any indebtedness of any person
     or to make an investment in or loan to any person or to purchase assets of
     any person where, in each case, such obligation is assumed in order to
     maintain or assist the ability of such person to meet its indebtedness.

     "JUNIOR DEBT" means the indebtedness of the Company to the Parent under or
     in connection with the Junior Finance Document.

     "JUNIOR FINANCE DOCUMENT" means the term note issued by the Company to the
     Parent in the sum of US$55,500,000 and dated on or about the date of this
     Deed, in the form it takes at the date of this Deed or as amended in
     accordance with Clauses 2.5 (No Amendment) and 3.5 (No Amendment).

     "PERMITTED PAYMENTS" means payments and receipts permitted by Clause 4
     (Permitted Payments) as long as they are so permitted.

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     "SENIOR DEBT" means the indebtedness of the Company to the Finance Parties
     under or in connection with the Senior Finance Documents.

     "SENIOR DEBT DISCHARGE DATE" means the first date on which all Senior Debt
     has been fully and irrevocably paid or discharged and no further Senior
     Debt is capable of becoming outstanding.

     "SENIOR FINANCE DOCUMENTS" means the Facility Agreement and each other
     Finance Document.

1.2  CONSTRUCTION

(a)  Except to the extent that the context requires otherwise, any reference in
     this Deed to:

     (i)       any DOCUMENT (including this Deed) is a reference to that
               document as from time to time amended, supplemented, novated,
               restated or replaced and includes a reference to any document
               which amends, supplements, novates, restates or replaces, or is
               entered into, made or given under or in accordance with any of
               the terms of, that document;

     (ii)      "INDEBTEDNESS" includes any obligation (whether present or
               future, actual or contingent, secured or unsecured, as principal,
               surety or otherwise) for the payment or repayment of money.

1.3  HEADINGS

     Headings shall be ignored in construing this Deed.

1.4  NO CHARGE

     Nothing in Clause 5.1 (Trust and Turnover) or Clause 6.4 (Distributions) is
     intended to create a charge or other security interest.

2.   UNDERTAKINGS OF COMPANY

     Until the Senior Debt Discharge Date, except with the consent of the Agent:

2.1  NO PAYMENTS

     Subject to Clause 6 (Subordination on Insolvency), the Company shall not
     pay, prepay, repay or make any distribution in respect of, or purchase or
     acquire, any Junior Debt in cash or in kind, except for Permitted Payments.

2.2  SUBSIDIARIES

     The Company shall ensure that none of its Subsidiaries purchases or
     acquires any Junior Debt.

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2.3  NO SET-OFF

     The Company shall not exercise any set-off against any Junior Debt, except
     to the extent that payment of that Junior Debt would constitute a Permitted
     Payment.

2.4  NO SECURITY

     The Company shall not create or have outstanding any Security over any of
     its assets for, or any Guarantee for, or in respect of, any Junior Debt.

2.5  NO AMENDMENT

     The Company shall not amend, vary, waive, release or supplement any
     provision of the Junior Finance Document except to the extent permitted by
     Clause 3.5 (No Amendment).

2.6  NO OTHER ACTION

     The Company shall not take or omit to take any action whereby the ranking
     and/or subordination contemplated by this Deed may be impaired.

3.   UNDERTAKINGS OF THE PARENT

     Until the Senior Debt Discharge Date, except with the consent of the Agent:

3.1  NO PAYMENT

     Subject to Clause 6 (Subordination on Insolvency), the Parent will not
     demand or receive payment, prepayment, repayment or any distribution in
     respect of any Junior Debt in cash or in kind or apply any money or
     property in or towards discharge of any Junior Debt, except in each case
     for Permitted Payments.

3.2  NO SET-OFF

     The Parent will not exercise any set-off against any Junior Debt, except to
     the extent that payment of that Junior Debt would constitute a Permitted
     Payment.

3.3  NO SECURITY

     The Parent will not permit to subsist or receive any Security or Guarantee
     for, or in respect of, any Junior Debt.

3.4  NO OTHER ACTION

     The Parent will not take or omit to take any action whereby the ranking
     and/or subordination contemplated by this Deed may be impaired.

3.5  NO AMENDMENT

     The Parent will not amend, vary, waive, release or supplement any provision
     of the Junior Finance Document.

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3.6  NO CANCELLATION

     The Parent will not cancel or transfer any Junior Debt or any commitment to
     provide any Junior Debt.

4.   PERMITTED PAYMENTS

4.1  PERMITTED PAYMENTS

     Subject to Clauses 4.2 (Suspension of Permitted Payments) and 6
     (Subordination on Insolvency), the Company may pay, and the Parent may
     receive and retain payment in respect of, Junior Debt, to the extent that
     such payment:

     (a) constitutes a scheduled payment of interest on the Junior Debt:

         (i)   not earlier than the date on which it was scheduled to be due in
               accordance with the original terms of the Junior Finance
               Document; and

         (ii)  on the basis that an amount equal to or greater than such
               interest payment is lent to the Company under the Junior Finance
               Document as new Junior Debt within 5 Business Days of the date of
               the payment of interest; or

     (b) is approved by the Agent (acting on the instructions of the Majority
         Lenders).

4.2  SUSPENSION OF PERMITTED PAYMENTS

     Except in the case of a payment made in accordance with Clause 6.2 (Filing
     of Claims) or 6.3 (Filing by Parent) after the occurrence of an event
     described in Clause 6.1 (Subordination Events), no payment or receipt shall
     constitute a Permitted Payment if an event of default, potential event of
     default or other termination event under any Senior Finance Document
     occurs.

4.3  SET-OFF

     In this Clause 4, a payment or receipt includes a discharge by set-off.

5.   TURNOVER OF NON-PERMITTED PAYMENTS

5.1  TRUST AND TURNOVER

     If at any time the Parent receives a payment of the kind described in
     Clause 5.2 (Non-Permitted Payments), the Parent will:

(a)  notify the Agent of such receipt,

(b)  hold any payment so received on trust for the Finance Parties in a separate
     account, and

(c)  pay and distribute any payment so received, or (in the case of a set-off)
     pay an equivalent amount, on demand, to the Agent for application in or
     towards the Senior Debt until the Senior Debt Discharge Date.

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5.2  NON-PERMITTED PAYMENTS

     The payments to which Clause 5.1 (Trust and Turnover) refers are as
     follows:

(a)  receipt by the Parent of a payment (including by way of set-off) or
     distribution in cash or in kind of, or on account of, any Junior Debt other
     than a Permitted Payment;

(b)  receipt by the Parent (including by way of set-off) of the proceeds of
     enforcement of any Security, or payment under any Guarantee, for any Junior
     Debt; or

(c)  the making by the Company or any of its Subsidiaries of any payment or
     distribution, in cash or in kind, on account of the purchase or any
     acquisition of any Junior Debt.

6.   SUBORDINATION ON INSOLVENCY

6.1  SUBORDINATION EVENTS

     Until the Senior Debt Discharge Date, if:

(a)  any of the events set out in Clause 23.7 (Insolvency proceedings) of the
     Facility Agreement occurs with respect to the Company;

(b)  the Company makes a general assignment or an arrangement or composition for
     the benefit of all (or a particular type of) its creditors a moratorium is
     agreed or declared in respect of or affecting all or a material part of the
     indebtedness of the Company; or

(c)  any event occurs which, under the law of any relevant jurisdiction, has an
     analogous or equivalent effect to any event described in Clauses 6.1(a) to
     6.1(b),

     the following provisions of this Clause 6 shall apply.

6.2  FILING OF CLAIMS

     The Agent may, and is irrevocably authorised on behalf of the Parent to:

(a)  claim, enforce and prove for the Junior Debt;

(b)  file claims and proofs, give receipts and take all such proceedings in
     respect of filing such claims or proofs and do all such things as the Agent
     sees fit to recover the Junior Debt; and

(c)  receive all distributions of the Junior Debt for application towards the
     Senior Debt.

6.3  FILING BY PARENT

     If and to the extent that the Agent is not entitled, or elects not, to take
     any of the action described in Clause 6.2 (Filing of Claims), the Parent
     will do so promptly on request by the Agent.

6.4  DISTRIBUTIONS

     Until the Senior Debt Discharge Date:

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(a)  the Parent will hold all payments and distributions in cash or in kind
     received or receivable by it in respect of the Junior Debt from the Company
     or its estate or from any other source on trust for the Finance Parties;

(b)  the Parent will pay and transfer such amounts on demand or, in the case of
     a set-off, pay an amount equal to that payment or distribution on demand,
     to the Agent for application towards the Senior Debt;

(c)  the Parent hereby directs the trustee in bankruptcy, liquidator, assignee
     or other person distributing the assets of the Company or Parent or their
     proceeds to pay distributions in respect of the Junior Debt directly to the
     Agent; and

(d)  the Parent will promptly do whatever the Agent reasonably requests to give
     effect to this Clause 6.4.

7.   TREATMENT OF DISTRIBUTIONS

7.1  REALISATION

     If the Agent receives any distribution otherwise than in cash in respect of
     the Junior Debt from the Company or any other source, it may deal with
     and/or apply the distribution as it sees fit, provided the same is in
     accordance with the Finance Documents. The Senior Debt shall not be reduced
     by the distribution until and except to the extent that any net realisation
     proceeds are applied towards the Senior Debt.

7.2  TRANSFER OF DISTRIBUTIONS

     The Parent will at its own expense do all such things as the Agent may
     reasonably require as being necessary or desirable to transfer to the Agent
     all payments and distributions which must be turned over to the Agent or
     held on trust for the Finance Parties, including endorsements and execution
     of formal transfers, and will pay all reasonable costs and stamp duties in
     connection therewith.

7.3  FAILURE OF TRUST

     If a trust in favour of, or a holding of property for, the Finance Parties
     under this Deed is invalid or unenforceable, the Parent will pay and
     deliver to the Agent an amount equal to the payment, receipt or recovery in
     cash, or in kind actually received by the Parent, which the Parent would
     otherwise have been bound to hold on trust for or as property of the
     Finance Parties.

8.   ENFORCEMENT BY PARENT

     Until the Senior Debt Discharge Date, except with the written consent of
     the Agent the Parent will not:

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8.1  NO ACCELERATION

     Accelerate any Junior Debt or otherwise declare any Junior Debt prematurely
     due or payable by reason of any default or otherwise.

8.2  NO ATTACHMENT

     Enforce any Junior Debt by way of attachment, set-off, execution or
     otherwise.

8.3  NO CREDITOR PROCESS

     Sue for, or institute any process (including an injunction, specific
     performance, garnishment, execution or levy, whether before or after
     judgment) against the Company or its assets in respect of, any obligation
     (whether or not for the payment of money) owing to it in respect of any
     Junior Debt.

8.4  NO INSOLVENCY PROCEEDINGS

     Initiate or support or take any of the steps set out in Clause 23.7
     (Insolvency Proceedings) of the Facility Agreement involving the Company or
     its assets, whether by petition, convening a meeting, voting for a
     resolution or otherwise, except that the Parent may participate in any
     proceedings that a Finance Party has initiated or is a party to pursuant to
     the Senior Finance Documents.

9.   VOTING

9.1  VOTING RIGHTS

     Until the Senior Debt Discharge Date, the Agent may (and is hereby
     authorised to) exercise all powers of convening meetings, voting and
     representation in respect of the Junior Debt and the Parent shall promptly
     execute and/or deliver to the Agent such forms of proxy and of
     representation as it may require with a view to enabling such person as it
     may select to exercise those rights.

9.2  EXERCISE BY PARENT

     Until the Senior Debt Discharge Date, if and to the extent that the Agent
     is not entitled to exercise a power conferred by Clause 9.1 (Voting Rights)
     the Parent:

(a)  will exercise the power as the Agent directs; and

(b)  will not exercise it so as to impair this subordination.

10.  CONSENTS

10.1 NO-OBJECTION

     The Parent shall not have any remedy against the Company or any Finance
     Party by reason of the entry by any of them into any Senior Finance
     Document, or any other agreement between any Finance Parties and the
     Company, or any waiver or consent, or

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     any requirement or condition imposed by or on behalf of the Finance Parties
     on the Company under any Senior Finance Document, or such other agreement,
     which violates or is or causes an event of default or potential event of
     default (however described) under the Junior Finance Document. The Parent
     may not object to any such matter by reason of any provision of the Junior
     Finance Document.

10.2 WAIVERS

     Any waiver or consent by or on behalf of any or all of the Finance Parties
     under any Senior Finance Document (including any waiver of any breach or
     default or condition precedent, and any consent to any extension of
     availability of the Senior Debt) will be deemed also to have been given by
     the Parent (on the same terms and conditions, with appropriate changes) if
     any transaction or circumstance would, in the absence of that waiver or
     consent by the Parent, violate or contravene the Junior Finance Document or
     constitute an event of default or potential event of default (however
     described) under the Junior Finance Document or lead to unavailability of
     any Junior Debt.

11.  INFORMATION

11.1 DEFAULTS

     The Parent will promptly notify the Agent of the occurrence of any event of
     default or potential event of default (however described) under the Junior
     Finance Document to which it is party.

11.2 AMOUNT OF JUNIOR DEBT

     The Parent will on written request by the Agent from time to time notify
     the Agent in writing of details of the amount of the Junior Debt owed to it
     and give the Agent copies of all Junior Finance Document to which it is
     party as soon as entered into.

12.  PROTECTION OF SUBORDINATION

12.1 CONTINUING SUBORDINATION

     The subordination provisions in this Deed shall:

(a)  remain in full force and effect by way of continuing subordination; and

(b)  not be affected in any way by any settlement of account (whether or not any
     Senior Debt remains outstanding) or other matter or thing whatsoever.

12.2 SUBORDINATION UNAFFECTED

     Without prejudice to the generality of Clause 12.1 (Continuing
     Subordination), neither the subordination in this Deed nor the obligations
     of the Parent shall be affected in any way by:

(a)  any time, indulgence, concession, waiver or consent given to, or
     composition with, the Company or any other person, whether by the Agent or
     any other person;

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(b)  any amendment to or change in any Security, guarantee or indemnity, or the
     terms of any Junior Debt or Senior Debt;

(c)  the making or absence of any demand for payment of any Junior Debt or
     Senior Debt on the Company or any other person, whether by the Parent or
     the Agent or any other person;

(d)  the enforcement or absence of enforcement of any Security, guarantee or
     indemnity or any rights under the Junior Debt or Senior Debt;

(e)  the taking, existence or release of any other Security, guarantee or
     indemnity;

(f)  the occurrence of the Event of Default set out in Clause 23.7 (Insolvency
     proceedings), or any step being taken in respect of that Event of Default;
     or

(g)  the illegality, invalidity or unenforceability of, or any defect in, any
     provision of any agreement or document relating to the Junior Debt or
     Senior Debt or any Security, guarantee or indemnity (including the Junior
     Finance Document or any Senior Finance Document) or any of the rights or
     obligations of any of the parties under or in connection with any such
     document or any Security, guarantee or indemnity (including the Junior
     Finance Document or any Senior Finance Document).

12.3 IMMEDIATE RECOURSE

     The Parent waives any right it may have of requiring any Finance Party to
     proceed against or enforce any other right or security or claim payment
     from any person before claiming the benefit of this Deed.

12.4 EXERCISE OF PARENT'S RIGHTS

     Until the Senior Debt Discharge Date;

(a)  any rights of the Parent, by reason of the performance or enforcement of
     any of its obligations under Clause 5 (Turnover of Non-Permitted Payments),
     6 (Subordination on Insolvency) or 7 (Treatment of Distributions), or any
     other provision of this Deed, to be indemnified by any person, to prove in
     respect of any liability as a result of the occurrence of any of the events
     set out in Clause 23.7 (Insolvency proceedings) of the Facility Agreement
     in relation to any person or to take the benefit of or enforce any
     Security, guarantees or indemnities, shall be exercised and enforced only
     in such manner and on such terms as the Agent may require; and

(b)  any amount received or recovered by the Parent:

     (i)       as a result of any exercise of any such rights; or

     (ii)      as a result of the occurrence of any of the events set out in
               Clause 23.7 (Insolvency proceedings) of the Facility Agreement in
               relation to any person,

     shall be held in trust for and immediately paid to Agent.

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12.5 DISCHARGE

     The Company hereby irrevocably waives any right to appropriate any payments
     to, or other sum received, recovered or held by, the Agent in or towards
     discharge of a particular part of the Senior Debt and agrees that the Agent
     shall have the exclusive right to appropriate any such payment or other sum
     in accordance with this Deed.

12.6 SUSPENSE ACCOUNTS

     Any amount received or recovered by any Finance Party, any Receiver or any
     Delegate in exercise of its rights under this Deed may be credited to an
     interest bearing suspense account. That amount may be kept there (with any
     interest earned being credited to that account) until the Finance Party is
     satisfied that all the Senior Debt has been discharged in full and that all
     facilities which might give rise to Senior Debt have terminated.

13.  NO RIGHTS IN FAVOUR OF PARENT OR COMPANY

13.1 PRESERVATION OF JUNIOR DEBT

     As between the Company and the Parent only, the Junior Debt shall remain
     owing or due and payable in accordance with the terms of the Junior Finance
     Document.

13.2 NO RIGHTS

     Neither the Company nor the Parent shall have any rights under this Deed.
     None of the undertakings in this Deed by the Finance Parties are given to
     or for the benefit of the Company or any Parent.

13.3 NO LIABILITY

     No Finance Parties will be liable to the Parent:

(a)  for the manner of exercise or for any non-exercise of the powers of any or
     all of the Finance Parties under this Deed; or

(b)  for failure to collect or preserve the Junior Debt,

     and none of the undertakings in this Deed on the part of the Parent are
     given to or for the benefit of the Parent.

14.  POWER OF ATTORNEY

14.1 APPOINTMENT

     By way of security for their obligations, the Parent irrevocably appoints
     the Agent as its attorney to do anything which it:

(a)  has authorised the Agent to do under this Deed; and

(b)  is required to do by this Deed but has failed to do.

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14.2 DELEGATION

     The Agent may delegate the power of attorney in Clause 14.1 (Appointment).

15.  CHANGES TO THE PARTIES

15.1 SUCCESSORS AND ASSIGNS

     This Deed is binding on the successors and permitted assigns of the parties
     to it. Any reference to any party shall be construed accordingly.

15.2 COMPANY

     The Company may not assign or transfer any or all of its rights (if any) or
     obligations under this Deed.

15.3 PARENT

     The Parent will not at any time before the Senior Debt Discharge Date
     (except with the written consent of the Agent):

(a)  assign, novate, transfer or dispose of, or create or permit to subsist any
     security (fixed or floating) over, or declare or create any trust of, any
     or all of the Junior Debt owing to it or its proceeds or any interest in
     the Junior Debt or its proceeds, or any other rights or obligations under
     the Junior Finance Document, or any security therefore, or its commitment
     to provide the Junior Debt to or in favour of any person;

(b)  subordinate any or all of the Junior Debt or its proceeds to any sums owing
     by the Company to any person other than to the Senior Debt,

     unless that person agrees with the parties to this Deed that it is bound by
     all the terms of this Deed as a Parent in the same capacity as the
     transferring Parent.

15.4 FINANCE PARTIES

     Any Finance Party may assign, novate, transfer or otherwise dispose of all
     or any of its rights under this Deed.

15.5 MEMORANDUM ON DOCUMENTS

     The Parent will ensure that a memorandum of this Deed will be endorsed on
     each Junior Finance Document to which it is party.

16.  RIGHTS, AMENDMENTS, WAIVERS, CONSENTS AND DETERMINATIONS

16.1 RIGHTS ADDITIONAL

     The rights and remedies provided in this Deed are cumulative and not
     exclusive of any other rights or remedies (whether provided by law or
     otherwise). Where there is any


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     ambiguity or conflict between the rights conferred by law and those
     conferred by or pursuant to this Deed, the terms of this Deed shall
     prevail.

16.2 EXERCISE OF RIGHTS

     If the Agent fails to exercise or delays exercising any right under this
     Deed, it will not operate as a waiver of that right. Any single or partial
     exercise of any right will not preclude any other or further exercise of
     that right or the exercise of any other right.

16.3 AMENDMENTS, WAIVERS AND CONSENTS

     Any provision of this Deed may be amended, supplemented or novated only if
     the Company, the Parent and the Agent agree in writing. Any waiver, consent
     or approval by the Agent under this Deed:

(a)  shall not be effective unless it is in writing;

(b)  may be given subject to any conditions thought fit by the person(s) giving
     it; and

(c)  shall be effective only in the instance and for the purpose for which it is
     given.

16.4 DETERMINATIONS

     Any determination by any Finance Party under this Deed shall be conclusive
     save for manifest error.

17.  MISCELLANEOUS

17.1 PARTIAL INVALIDITY

     The illegality, invalidity or unenforceability of any provision of this
     Deed under the law of any jurisdiction shall not affect its legality,
     validity or enforceability under the law of any other jurisdiction nor the
     legality, validity or enforceability of any other provision of this Deed.

17.2 COUNTERPARTS

     This Deed may be executed in any number of counterparts.

17.3 PERPETUITY PERIOD

     The perpetuity period for each trust created by this Deed shall be 80
     years.

17.4 WITHHOLDING

     The terms of clause 13.2 (Tax gross-up) of the Facility Agreement shall
     apply, with any necessary amendments, to any sums payable by the Company or
     the Parent under this Deed.

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18.  GOVERNING LAW AND JURISDICTION

18.1 GOVERNING LAW

     This Deed shall be governed by and construed in accordance with the laws of
     England.

18.2 JURISDICTION

     Any proceedings relating to a dispute which arises out of or in connection
     with this Deed ("PROCEEDINGS") shall be brought in the courts of England,
     save the Agent may also bring Proceedings, whether or not concurrently with
     other Proceedings, in:

(a)  the courts of the state of New York or any Federal Court sitting in New
     York City; or

(b)  any other courts which would have jurisdiction but for this Clause 18.2,

     and, for the benefit of the Finance Parties, the Company and the Parent
     submits to the jurisdiction of each such court solely with respect to this
     Deed.

18.3 VENUE

     For the benefit of the Finance Parties, the Company and the Parent
     irrevocably waives any objection which it may at any time have to the
     laying of the venue of any Proceedings in any court referred to in this
     Clause 18 and any claim that any such Proceedings have been brought in an
     inconvenient forum. Each party irrevocably waives all right to trial by
     jury in any Proceedings.


IN WITNESS whereof this Deed has been duly executed as a deed on the date stated
at the beginning.


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SIGNED as a DEED by ALLIED HEALTHCARE
INTERNATIONAL INC. acting by
                                                    /s/ CHARLES MURPHY
an Officer                                          ............................
and                                                 Officer

a Secretary                                         /s/ LESLIE LEVINSON
                                                    ............................
                                                    Secretary

Address: Stone Business Park, Brooms Road, Stone
Staffordshire ST15 0TL

Fax No: +44 17 8581 9031

Attention: Charles Murphy


SIGNED by

for and on behalf of BARCLAYS BANK PLC in           /s/ MICHAEL JOYNER
the presence of                                     ............................
                                                    Authorised Signatory

                                                    /s/ TIM AUSTRUP
                                                    ............................
                                                    Witness

Address:    5 The North Colonnade
            Canary Wharf
            London E14 4BB

Fax No:     + 44 20 7773 4893

Attention:  Global Loans Agency: Frank Rogers


SIGNED as a DEED by ALLIED HEALTHCARE
GROUP LIMITED acting by
                                                    /s/ SARAH EAMES
a Director                                          ............................
and                                                 Director

a Director/Secretary                                /s/ CHARLES MURPHY

                                                    ............................
                                                    Director/Secretary

Address: Stone Business Park, Brooms Road, Stone
Staffordshire ST15 0TL

Fax No: +44 17 8581 9031

Attention: Charles Murphy



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