EXHIBIT 10.4

                             ALLION HEALTHCARE, INC.
                            2002 STOCK INCENTIVE PLAN

           1. PURPOSE. The purpose of the Allion Healthcare, Inc. 2002 Stock
Incentive Plan (the "Plan") is to provide (i) key employees of Allion
Healthcare, Inc. (the "Company") and its subsidiaries, (ii) certain consultants
and advisors who perform services for the Company or its subsidiaries, and (iii)
members of the Board of Directors of the Company (the "Board"), with the
opportunity to acquire shares of the Common Stock of the Company ("Common
Stock") or receive monetary payments based on the value of such shares. The
Company believes that the Plan will enhance the incentive for Participants (as
defined in Section 3) to contribute to the growth of the Company, thereby
benefiting the Company and the Company's shareholders, and will align the
economic interests of the Participants with those of the shareholders.

           2. ADMINISTRATION.

           (a) COMMITTEE. The Plan shall be administered and interpreted by a
compensation committee (the "Committee"). The Committee may consist of two or
more members of the Board who are "outside directors" as defined under Section
162(m) of the Internal Revenue Code of 1986, as amended (the "Code") and
"non-employee directors" as defined under Rule 16b-3 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or such other members of
the Board.

           (b) AUTHORITY OF COMMITTEE. The Committee has the sole authority,
subject to the provisions of the Plan, to (i) select the employees and other
individuals to receive Awards (as defined in Section 4) under the Plan, (ii)
determine the type, size and terms of the Awards to be made to each individual
selected, (iii) determine the time when the Awards will be granted and the
duration of any applicable exercise and vesting period, including the criteria
for exercisability and vesting and the acceleration of exercisability and
vesting with respect to each individual selected, and (iv) deal with any other
matter arising under the Plan. The Committee is authorized to interpret the Plan
and the Awards granted under the Plan, to establish, amend and rescind any rules
and regulations relating to the Plan, and to make any other determination that
it deems necessary or desirable for the administration of the Plan. The
Committee may correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any Award in the manner and to the extent the
Committee deems necessary or desirable. Any decision of the Committee in the
interpretation and administration of the Plan shall lie within its sole and
absolute discretion and shall be final, conclusive and binding on all parties
concerned. All powers of the Committee shall be executed in its sole discretion
and need not be uniform as to similarly situated individuals. Any act of the
Committee with respect to the Plan may only be undertaken and executed with the
affirmative consent of at least two-thirds of the members of the Committee.



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           (c) RESPONSIBILITY OF COMMITTEE. No member of the Board, no member of
the Committee and no employee of the Company shall be liable for any act or
failure to act hereunder, except in circumstances involving his or her bad
faith, gross negligence or willful misconduct, or for any act or failure to act
hereunder by any other member of the Committee or employee of the Company. The
Company shall indemnify members of the Committee and any employee of the Company
against any and all liabilities or expenses to which they may be subjected by
reason of any act or failure to act with respect to their duties under the Plan,
except in circumstances involving his or her bad faith, gross negligence or
willful misconduct.

           (d) DELEGATION OF AUTHORITY. The Committee may delegate to the
President of the Company the authority to (i) make grants under the Plan to
employees of the Company and its subsidiaries who are not subject to the
restrictions of Section 16(b) of the Exchange Act and who are not expected to be
subject to the limitations of Section 162(m) of the Code, and (ii) execute and
deliver documents or take any other ministerial actions on behalf of the
Committee with respect to Awards. The grant of authority under this Subsection
2(d) shall be subject to such conditions and limitations as shall be determined
by the Committee in accordance with applicable law. If the President makes
grants pursuant to the delegated authority under this Subsection 2(d),
references in the Plan to the "Committee" as they relate to making such grants
shall be deemed to refer to the President.

           3. PARTICIPANTS. All employees, officers and directors of the Company
and its subsidiaries (including members of the Board who are not employees), as
well as consultants and advisors to the Company or its subsidiaries, are
eligible to participate in the Plan. Consistent with the purposes of the Plan,
the Committee shall have exclusive power to select the employees, officers,
directors and consultants and advisors who may participate in the Plan
("Participants"). Eligible individuals may be selected individually or by groups
or categories, as determined by the Committee in its discretion, and designation
as a person to receive Awards in any year shall not require the Committee to
designate such a person as eligible to receive Awards in any other year.

           4. TYPES OF AWARDS. Awards under the Plan may be granted in any one
or a combination of (a) Stock Options, (b) Stock Appreciation Rights, (c)
Restricted Stock Awards, and (d) Performance Awards (each as described below,
and collectively, "Awards"). Awards may constitute Performance-Based Awards, as
described in Section 10. Each Award shall be evidenced by a written agreement
between the Company and the Participant (an "Agreement"), which need not be
identical between Participants or among Awards, in such form as the Committee
may from time to time approve; provided, however, that in the event of any
conflict between the provisions of the Plan and any Agreement, the provisions of
the Plan shall prevail.

           5. COMMON STOCK AVAILABLE UNDER THE PLAN. The aggregate number of
shares of Common Stock that may be subject to Awards shall be 500,000 shares of
Common Stock, which may be authorized and unissued or treasury shares, subject
to any adjustments made in accordance with Section 11 hereof. The maximum number
of shares of Common Stock with respect to which Awards may be granted to any
individual Participant shall be 100,000 shares. Any share of Common Stock
subject to an Award that for any reason is cancelled or terminated without
having been exercised or vested shall again be available for Awards under the
Plan; provided, however, that any such availability shall apply only for
purposes of determining the aggregate number of shares of Common Stock subject
to Awards and shall not apply for purposes of determining the maximum number of
shares subject to Awards that any individual Participant may receive.



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           6. STOCK OPTIONS. Stock Options will enable a Participant to purchase
shares of Common Stock upon set terms and at a fixed purchase price. Stock
Options may be treated as (i) "incentive stock options" within the meaning of
Section 422(b) of the Code ("Incentive Stock Options"), or (ii) Stock Options
which do not constitute or otherwise fail to qualify as Incentive Stock Options
("Nonqualified Stock Options"). Each Stock Option shall be subject to the terms,
conditions and restrictions consistent with the Plan as the Committee may
impose, subject to the following limitations:

           (a) EXERCISE PRICE. The exercise price per share (the "Exercise
     Price") of Common Stock subject to a Stock Option shall be determined by
     the Committee and shall not be less than the Fair Market Value (as defined
     in Section 15) of a share of Common Stock on the date the Stock Option is
     granted.

           (b) PAYMENT OF EXERCISE PRICE. The Exercise Price may be paid in cash
     or, in the discretion of the Committee, by the delivery of shares of Common
     Stock that have been owned by the Participant for at least six months, or
     by a combination of these methods. In the discretion of the Committee,
     payment may also be made by delivering a properly executed exercise notice
     to the Company together with a copy of irrevocable instructions to a broker
     to deliver promptly to the Company the amount of sale or loan proceeds to
     pay the Exercise Price. To facilitate the foregoing, the Company may enter
     into agreements for coordinated procedures with one or more brokerage
     firms. The Committee may also prescribe any other method of paying the
     Exercise Price that it determines to be consistent with applicable law and
     the purpose of the Plan, including, without limitation, in lieu of the
     exercise of a Stock Option by delivery of shares of Common Stock of the
     Company then owned by the Participant, providing the Company with a
     notarized statement attesting to the number of shares owned for at least
     six months, where upon verification by the Company, the Company would issue
     to the Participant only the number of incremental shares to which the
     Participant is entitled upon exercise of the Stock Option.

           (c) EXERCISE PERIOD. Stock Options shall be exercisable at such time
     or times and subject to such terms and conditions as shall be determined by
     the Committee; provided, however, that no Stock Option shall be exercisable
     later than ten years after the date it is granted. All Stock Options shall
     terminate at such earlier times and upon such conditions or circumstances
     as the Committee shall determine, as set forth in the related Agreement.

           (d) LIMITATIONS ON INCENTIVE STOCK OPTIONS. Incentive Stock Options
     may be granted only to Participants who, at the time of the grant, are
     employees of the Company or a parent or subsidiary of the Company. The
     aggregate Fair Market Value of the Common Stock (determined as of the date
     of the grant) with respect to which Incentive Stock Options are exercisable
     for the first time by a Participant during any calendar year (under all
     option plans of the Company) shall not exceed $100,000. For purposes of the
     preceding sentence, Incentive Stock Options will be taken into account in
     the order in which they are granted. Incentive Stock Options may not be
     granted to a Participant who, at the time of grant, owns stock possessing
     (after the application of the attribution rules of Section 424(d) of the
     Code) more than 10% of the total combined voting power of all outstanding






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     classes of stock of the Company or any subsidiary of the Company, unless
     the option price is fixed at not less than 110% of the Fair Market Value of
     the Common Stock on the date of grant and the exercise of such Incentive
     Stock Option is prohibited by its terms after the expiration of five years
     from its date of grant.

           (e) TERMINATION OF EMPLOYMENT, DISABILITY OR DEATH.

           (1) Except as provided below or in an Agreement, a Stock Option may
only be exercised while the Participant is employed by, or providing service to,
the Company, as an employee, member of the Board or advisor or consultant. In
the event that a Participant ceases to be employed by, or provide service to,
the Company for any reason other than Disability (as defined in Paragraph (5)
below), death or termination for Cause (as defined in Paragraph (5) below), any
Stock Option which is otherwise exercisable by the Participant shall terminate
unless exercised within 90 days after the date on which the Participant ceases
to be employed by, or provide service to, the Company, but in any event no later
than the date of expiration of the Stock Option. Except as otherwise provided by
the Committee, any Stock Options which are not otherwise exercisable as of the
date on which the Participant ceases to be employed by, or provide service to,
the Company shall terminate as of such date.

           (2) In the event the Participant ceases to be employed by, or provide
service to, the Company on account of a termination for Cause by the Company,
any Stock Option held by the Participant shall terminate as of the date the
Participant ceases to be employed by, or provide service to, the Company. In
addition, notwithstanding any other provisions of this Section 6, if the
Committee determines that the Participant has engaged in conduct that
constitutes Cause at any time while the Participant is employed by, or providing
service to, the Company, or after the Participant's termination of employment or
service, any Stock Option held by the Participant shall immediately terminate.
In the event the Committee determines that the Participant has engaged in
conduct that constitutes Cause, in addition to the immediate termination of all
Stock Options, the Participant shall automatically forfeit all shares underlying
any exercised portion of a Stock Option for which the Company has not yet
delivered the share certificates, upon refund by the Company of the Exercise
Price paid by the Participant for such shares (subject to any right of setoff by
the Company).

           (3) In the event the Participant ceases to be employed by, or provide
service to, the Company because the Participant is Disabled, any Stock Option
which is otherwise exercisable by the Participant shall terminate unless
exercised within one year after the date on which the Participant ceases to be
employed by, or provide service to, the Company, but in any event no later than
the date of expiration of the Stock Option.

           (4) If the Participant dies while employed by, or providing service
to, the Company, any Stock Option which is otherwise exercisable by the
Participant shall terminate unless exercised within one year after the date on
which the Participant ceases to be employed by, or provide service to, the
Company, but in any event no later than the date of expiration of the Stock
Option.



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           (5) For purposes of this Section 6(e):

               (A) The term "Company" shall mean the Company and its subsidiary
           corporations.

               (B) "Disability" or "Disabled" shall mean a Participant's
           becoming disabled within the meaning of Section 22(e)(3) of the Code.

               (C) "Cause" shall mean, except to the extent specified otherwise
           by the Committee, a finding by the Committee that the Participant has
           breached any provision of his or her terms of employment or service
           contract with the Company, including without limitation covenants
           against competition, or has engaged in disloyalty to the Company,
           including, without limitation, fraud, embezzlement, theft, commission
           of a felony or proven dishonesty in the course of his or her
           employment or service, or has disclosed trade secrets or confidential
           information of the Company to persons not entitled to receive such
           information.

           7. STOCK APPRECIATION RIGHTS. Stock Appreciation Rights shall provide
a Participant with the right to receive a payment, in cash, Common Stock or a
combination thereof, in an amount equal to the excess of (i) the Fair Market
Value, or other specified valuation, of a specified number of shares of Common
Stock on the date the right is exercised, over (ii) the Fair Market Value of
such shares on the date of grant, or other specified valuation (which shall be
no less than the Fair Market Value on the date of grant). Each Stock
Appreciation Right shall expire no more than ten years from its date of grant,
and shall be subject to such other terms and conditions as the Committee shall
deem appropriate, including, without limitation, provisions for the forfeiture
of the Stock Appreciation Right for no consideration upon termination of
employment.

           8. RESTRICTED STOCK AWARDS. Restricted Stock Awards shall consist of
Common Stock issued or transferred to Participants with or without other
payments therefor as additional compensation for services to the Company.
Restricted Stock Awards may be subject to such terms and conditions as the
Committee determines appropriate, including, without limitation, restrictions on
the sale or other disposition of such shares and the right of the Company to
reacquire such shares for no consideration upon termination of the Participant's
employment within specified periods or prior to becoming vested. The Committee
may require the Participant to deliver a duly signed stock power, endorsed in
blank, relating to the Common Stock covered by a Restricted Stock Award. The
Committee may also require that the stock certificates evidencing such shares be
held in custody or bear restrictive legends until the restrictions thereon shall
have lapsed. The Restricted Stock Award shall specify whether the Participant
shall have, with respect to the shares of Common Stock subject to a Restricted
Stock Award, all of the rights of a holder of shares of Common Stock of the
Company, including the right to receive dividends and to vote the shares.



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           9. PERFORMANCE AWARDS. Performance Awards shall provide a Participant
with the right to receive a specified number of shares of Common Stock or cash
at the end of a specified period. The Committee shall have complete discretion
in determining the number, amount and timing of Performance Awards granted to
each Participant. The Committee may condition the payment of Performance Awards
upon the attainment of specific performance goals or such other terms and
conditions as the Committee deems appropriate, including, without limitation,
provisions for the forfeiture of such payment for no consideration upon
termination of the Participant's employment prior to the end of a specified
period.

           10. PERFORMANCE-BASED AWARDS. Certain Awards granted under the Plan
may be granted in a manner such that they qualify for the performance based
compensation exemption of Section 162(m) of the Code ("Performance-Based
Awards"). As determined by the Committee in its sole discretion, either the
granting or vesting of such Performance-Based Awards are to be based upon one or
more of the following factors: net sales; pretax income before allocation of
corporate overhead and bonus; budget; earnings per share; net income; division,
group or corporate financial goals; return on stockholders' equity; return on
assets; attainment of strategic and operational initiatives; appreciation in
and/or maintenance of the price of the Common Stock or any other publicly-traded
securities of the Company; market share; gross profits; earnings before interest
and taxes; earnings before interest, taxes, depreciation and amortization;
economic value-added models and comparisons with various stock market indices;
reduction in costs; or any combination of the foregoing. With respect to
Performance-Based Awards that are not Stock Options or Stock Appreciation Rights
based solely on the appreciation in the Fair Market Value of Common Stock after
the grant of the Award, (i) the Committee shall establish in writing (x) the
objective performance-based goals applicable to a given period and (y) the
individual employees or class of employees to which such performance-based goals
apply, no later than 90 days after the commencement of such fiscal period (but
in no event after 25% of such period has elapsed), (ii) no Performance-Based
Awards shall be payable to or vest with respect to, as the case may be, any
Participant for a given fiscal period until the Committee certifies in writing
that the objective performance goals (and any other material terms) applicable
to such period have been satisfied, and (iii) the Committee may reduce or
eliminate the number of shares of Common Stock or cash granted or the number of
shares of Common Stock vested upon the attainment of such performance goal.
After establishment of a performance goal, the Committee shall not revise such
performance goal or increase the amount of compensation payable thereunder (as
determined in accordance with Section 162(m) of the Code) upon the attainment of
such performance goal.

           11. ADJUSTMENTS TO AWARDS. In the event of any change in the
outstanding Common Stock of the Company by reason of any stock split, stock
dividend, split-up, split-off, spin-off, recapitalization, merger,
consolidation, reorganization, combination or exchange of shares, a sale by the
Company of all or part of its assets, or in the event of any distribution to
stockholders of other than a normal cash dividend, or other extraordinary or
unusual event, if the Committee shall determine, in its discretion, that such
change equitably requires an adjustment in the terms of any Awards or the number
of shares of Common Stock that are subject to Awards, such adjustment shall be
made by the Committee and shall be final, conclusive and binding for all
purposes of the Plan.



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           12. CHANGE IN CONTROL.

           (a) EFFECT. In its sole discretion, the Committee may determine that,
upon the occurrence of a Change in Control (as defined below), all or a portion
of each outstanding Award shall become exercisable in full (if applicable, and
whether or not then exercisable) upon the Change of Control or at such other
date or dates that the Committee may determine, and that any forfeiture and
vesting restrictions thereon shall lapse on such date or dates. In its sole
discretion, the Committee may also determine that, upon the occurrence of a
Change in Control, each outstanding Stock Option and Stock Appreciation Right
shall terminate within a specified number of days after notice to the
Participant thereunder, and each such Participant shall receive, with respect to
each share of Common Stock subject to such Stock Option or Stock Appreciation
Right, an amount equal to the excess of the Fair Market Value of such shares
immediately prior to such Change in Control over the exercise price per share of
such Stock Option or Stock Appreciation Right; such amount shall be payable in
cash, in one or more kinds of property (including the property, if any, payable
in the transaction) or a combination thereof, as the Committee shall determine
in its sole discretion.

           (b) DEFINED. For purposes of this Plan, a Change in Control shall be
deemed to have occurred if:

           (1) a tender offer (or series of related offers) shall be made and
     consummated for the ownership of 50% or more of the outstanding voting
     securities of the Company;

           (2) the Company shall be merged or consolidated with another
     corporation and as a result of such merger or consolidation less than 50%
     of the outstanding voting securities of the surviving or resulting
     corporation shall be owned in the aggregate by the former shareholders of
     the Company, any employee benefit plan of the Company or its subsidiaries,
     and their affiliates;

           (3) the Company shall sell substantially all of its assets to another
     corporation that is not wholly owned by the Company; or

           (4) a Person (as defined below) shall acquire 50% or more of the
     outstanding voting securities of the Company (whether directly, indirectly,
     beneficially or of record).

           For purposes of this Section 12(b), ownership of voting securities
shall take into account and shall include ownership as determined by applying
the provisions of Rule 13d-3(d)(I)(i) (as in effect on the date hereof) under
the Exchange Act. Also for purposes of this Subsection 12(b), Person shall have
the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used
in Sections 13(d) and 14(d) thereof; however, a Person shall not include (1) the
Company or any of its subsidiaries; (2) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any of its
subsidiaries; (3) an underwriter temporarily holding securities pursuant to an
offering of such securities; or (4) a corporation owned, directly or indirectly,
by the shareholders of the Company in substantially the same proportion as their
ownership of stock of the Company.



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           13. TRANSFERABILITY OF AWARDS. Except as provided below, a
Participant's rights under an Award may not be transferred or encumbered, except
by will or by the laws of descent and distribution or, in the case of Awards
other than Incentive Stock Options, pursuant to a qualified domestic relations
order (as defined under Section 414(p) the Code). The Committee may provide, in
an Agreement for a Nonqualified Stock Option, for its transferability as a gift
to family members, one or more trusts for the benefit of family members, or one
or more partnerships of which family members are the only partners, according to
such terms as the Committee may determine; provided that the Participant
receives no consideration for the transfer and the transferred Nonqualified
Stock Option shall continue to be subject to the same terms and conditions as
were applicable to the Nonqualified Stock Option immediately before the
transfer.

           14. MARKET STAND-OFF.

           (a) In connection with any underwritten public offering by the
Company of its equity securities pursuant to an effective registration, if
required by the Committee, a Participant shall not sell, make any short sale of,
loan, hypothecate, pledge, grant any option for the purchase of, or otherwise
dispose or transfer for value or otherwise agree to engage in any of the
foregoing transactions with respect to, any Common Stock without the prior
written consent of the Company or its underwriters. Such restriction (the
"Market Stand-Off") shall be in effect for such period of time from and after
the effective date of the final prospectus for the offering as may be requested
by the Company or such underwriters, but in no event shall such period exceed
one hundred eighty (180) days.

           (b) A Participant shall be subject to the Market Stand-Off provided
and only if the officers and directors of the Company are also subject to
similar restrictions.

           (c) In order to enforce the Market Stand-Off, the Corporation may
impose stop-transfer instructions with respect to the Common Stock until the end
of the applicable stand-off period.

           15. FAIR MARKET VALUE. If Common Stock is publicly traded, then the
"Fair Market Value" per share shall be determined as follows: (1) if the
principal trading market for the Common Stock is a national securities exchange
or the NASDAQ National Market, the last reported sale price thereof on the
relevant date or, if there were no trades on that date, the latest preceding
date upon which a sale was reported, or (2) if the Common Stock is not
principally traded on such exchange or market, the mean between the last
reported "bid" and "asked" prices of Common Stock on the relevant date, as
reported on NASDAQ or, if not so reported, as reported by the National Daily
Quotation Bureau, Inc. or as reported in a customary financial reporting
service, as applicable and as the Committee determines. If the Common Stock is
not publicly traded or, if publicly traded, is not subject to reported
transactions or "bid" or "asked" quotations as set forth above, the Fair Market
Value per share shall be as reasonably determined by the Committee.



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           16. WITHHOLDING. All distributions made with respect to an Award
shall be net of any amounts required to be withheld pursuant to applicable
federal, state and local tax withholding requirements. The Company may require a
Participant to remit to it or to the subsidiary that employs a Participant an
amount sufficient to satisfy such tax withholding requirements prior to the
delivery of any certificates for Common Stock. In lieu thereof, the Company or
the employing corporation shall have the right to withhold the amount of such
taxes from any other sums due or to become due to the Participant as the Company
shall prescribe. The Committee may, in its discretion and subject to such rules
as it may adopt, permit a Participant to pay all or a portion of the federal,
state and local withholding taxes arising in connection with any Award by
electing to have the Company withhold shares of Common Stock having a Fair
Market Value that is not in excess of the amount of tax to be withheld.

           17. SHAREHOLDER RIGHTS. A Participant shall not have any of the
rights or privileges of a holder of Common Stock for any Common Stock that is
subject to an Award, including any rights regarding voting or the payment of
dividends (except as expressly provided under the terms of the Award), unless
and until a certificate representing such Common Stock has been delivered to the
Participant.

           18. TENURE. A Participant's right, if any, to continue to serve the
Company or its subsidiaries as a director, officer, employee, consultant or
advisor shall not be expanded or otherwise affected by his or her designation as
a Participant.

           19. NO FRACTIONAL SHARES. No fractional shares of Common Stock shall
be issued or delivered pursuant to the Plan or any Award. The Committee shall
determine whether cash shall be paid in lieu of fractional shares or whether
such fractional shares or any rights thereto shall be forfeited or otherwise
eliminated.

           20. DURATION, AMENDMENT AND TERMINATION. No Award may be granted more
than ten years after the Effective Date (as described in Section 22). The Plan
may be amended or suspended in whole or in part at any time and from time to
time by the Board, but no amendment shall be effective unless and until the same
is approved by shareholders of the Company where the amendment would (i)
increase the total number of shares which may be issued under the Plan or (ii)
increase the maximum number of shares which may be issued to any individual
Participant under the Plan. No amendment or suspension of the Plan shall
adversely affect in a material manner any right of any Participant with respect
to any Award theretofore granted without such Participant's written consent.

           21. GOVERNING LAW. This Plan, Awards granted hereunder and actions
taken in connection with the Plan shall be governed by the laws of the State of
Delaware regardless of the law that might otherwise apply under applicable
principles of conflicts of laws.

           22. EFFECTIVE DATE. This Plan shall be effective as of May 15, 2002,
which is the date as of which the Plan was adopted by the Board, provided that
the Plan is approved by the shareholders of the Company at the meeting of
shareholders to be held on June 24, 2002, and such approval of shareholders
shall be a condition to the right of each Participant to receive an Award
hereunder.










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