0001193125-05-110800 Sample Contracts

Contract
Allion Healthcare Inc • May 18th, 2005 • Wholesale-drugs, proprietaries & druggists' sundries • New York

THIS PROMISSORY NOTE AND HOLDER’S RIGHTS HEREUNDER ARE SUBJECT TO THE TERMS AND CONDITIONS OF THE LOAN AND SECURITY AGREEMENT DATED APRIL 21, 1999, BY AND AMONG ALLION HEALTHCARE, INC., MAIL ORDER MEDS OF TEXAS, INC., MOMS PHARMACY, INC., MOMS PHARMACY, INC., MOMS PHARMACY, LLC, MEDICINE MADE EASY, NORTH AMERICAN HOME HEALTH SUPPLY, INC., SPECIALTY PHARMACIES, INC., AND GE HFS HOLDINGS, INC., AS AMENDED, A COPY OF WHICH IS ON FILE WITH THE SECURITIES AND EXCHANGE COMMISSION OR WILL BE PROVIDED BY MAKER TO HOLDER UPON HOLDER’S REQUEST.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 18th, 2005 • Allion Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York

This Registration Rights Agreement, dated May 13, 2005, is between Allion Healthcare, Inc., a Delaware corporation (“Allion”) and Crestview Capital Master, LLC (the “Warrant Holder”).

AMENDMENT NO. 7 AND CONSENT TO LOAN AND SECURITY AGREEMENT originally dated as of April 21, 1999 by and among ALLION HEALTHCARE, INC. f/k/a THE CARE GROUP, INC. MAIL ORDER MEDS OF TEXAS, INC. f/k/a MAIL ORDER MEDS, INC. MOMS PHARMACY, INC. (NEW YORK)...
Loan and Security Agreement • May 18th, 2005 • Allion Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • Maryland

THIS AMENDMENT NO. 7 AND CONSENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made as of this 13th day of May, 2005, by and among ALLION HEALTHCARE, INC. f/k/a THE CARE GROUP, INC., a Delaware corporation (“Allion”), MAIL ORDER MEDS OF TEXAS, INC., a Texas corporation (“Meds Texas”), MOMS PHARMACY, INC. f/k/a MAIL ORDER MEDS OF NEW YORK, INC., a New York corporation, (“Moms New York”), MOMS PHARMACY, INC., a California corporation, (“Moms California”), MOMS PHARMACY, LLC, a Florida limited liability company (“Moms Florida”), MEDICINE MADE EASY, a California corporation (“Medicine Made Easy”), NORTH AMERICAN HOME HEALTH SUPPLY, INC., a California corporation (“North American”), SPECIALTY PHARMACIES, INC., a Washington corporation (“Specialty” and, collectively with Allion, Meds Texas, Moms New York, Moms California, Moms Florida, Medicine Made Easy and North American, the “Borrower”), and GE HFS HOLDINGS, INC f/k/a HELLER HEALTHCARE FINANCE, a Delaware corporation (“Lender”).

Contract
Note Purchase Agreement • May 18th, 2005 • Allion Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York

This Note Purchase Agreement, dated May 13, 2005, is between Crestview Capital Master, LLC (the “Lender”), and Allion Healthcare, Inc., a Delaware corporation (the “Borrower”).

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