EMPLOYMENT AGREEMENT

           THIS  AGREEMENT  (this  "Agreement")  made  as of  the  19th  day  of
November, 1996 between Allied Healthcare Products,  Inc., a Delaware corporation
(the "Company") and Uma N. Aggarwal (the "Executive").

           WHEREAS,  the  Executive  has been  elected the  President  and Chief
Executive Officer of the Company and is expected to make major  contributions to
the  profitability,  growth  and  financial  strength  of the  Company  and  its
subsidiaries;

           WHEREAS, the Company desires to retain the benefit of the Executive's
services  to  facilitate  the  conduct  of  the  business,   assuring  that  the
Executive's  skills,  knowledge and experience  will be available to the Company
and its subsidiaries;

           WHEREAS, the Company also desires to secure the Executive's agreement
not to compete with the Company and its Affiliates and to keep  confidential and
secret all information the Executive has regarding the operations of the Company
and its Affiliates, all upon the terms and conditions set forth herein;

           WHEREAS,  the  Executive  understands  the  necessity  of keeping the
aforementioned  information confidential and secret, recognizees the proprietary
nature of such  information  and agrees not to compete  with the Company and its
Affiliates  under  the  circumstances  and  for  the  periods  specified  in the
Agreement;


<PAGE>


           WHEREAS,  the Company is willing to compensate  the Executive for his
services  in the  capacity  of  President  and Chief  Executive  Officer  of the
Company,  such  compensation  to  include  the  concurrent  grant of  options to
purchase the Company's  Common Stock,  (copies of such option  agreements  being
attached   hereto  as  Exhibit  A),   together  with  his   noncompetition   and
nondisclosure   covenants,   all  upon  the  terms,   covenants  and  conditions
hereinafter set forth;

           WHEREAS, the Executive is desirous of committing himself to serve the
Company on the terms herein provided:

           NOW,  THEREFORE,  in consideration of the foregoing and of the mutual
covenants, agreements and promises hereinafter set forth and other good valuable
consideration  the  receipt  of which is hereby  acknowledged  and  agreed,  the
parties hereto agree as follows:

           1.  EMPLOYMENT. The  Company  hereby  agrees to employ the Executive,
and the  Executive  hereby  agrees  to  serve  the  Company,  on the  terms  and
conditions  set forth  herein for the period  commencing  on the date hereof and
expiring on November 19, 1998, unless sooner terminated as hereinafter set forth
(the "Term of Employment").

           2.  POSITION AND DUTIES.  The  Executive  shall  serve  as  the Chief
Executive  Officer and President of the Company,  reporting only to the Board of
Directors of the Company (the "Board"),  and shall have  supervision and control
over,  and  responsibility  for,  the general  management  and  operation of the
Company, and shall have such other


<PAGE>


powers and duties as may from time to time be prescribed  by the Board  provided
that such duties are consistent with his present duties and with the Executive's
position as the senior executive officer in charge of the general  management of
the  company.  The  Executive  shall  devote  his full time and  efforts  to the
business  and  affairs of the  Company  during the Term of  Employment.  Without
limiting the  generality of the foregoing,  during the Term of  Employment,  the
Executive  shall not,  without the prior written  approval of the Board,  render
services of a business,  professional or commercial  nature for  compensation or
otherwise to any other Person.

           3.  PLACE OF PERFORMANCE.  In connection  with his  employment by the
Company,  the  Executive  shall be based at the  Company's  principal  executive
offices at 1720 Sublette Avenue, St. Louis,  Missouri (the "Principal  Executive
Offices"),  and, except for required business travel to an extent  substantially
consistent  with  the  present  business  travel  obligations  of  senior  level
executives of the Company,  the Executive shall not be required to relocate to a
new  principal  place of business  which is more than thirty (30) miles from the
Principal  Executive  Offices.  Not  later  than six (6)  months  after the date
hereof,  the  Executive  shall  relocate his  principal  residence to St. Louis,
Missouri or the suburbs surrounding such city (the "St. Louis Area").


<PAGE>


           4.  COMPENSATION.

               (a)  BASE SALARY.  The Executive shall  receive a base  salary at
the annual rate of  $225,000,  or at such  greater  rate as the Board shall from
time to time  determine (the "Base  Salary")  payable  biweekly on the Company's
regular  scheduled  payroll dates. The Board may from time to time,  direct such
upward adjustments in the Base Salary as the board deems necessary or desirable,
including  without  limitation  adjustments in order to reflect increases in the
cost of living.  Any increase in Base Salary or other  compensation  shall in no
way limit or reduce any other  obligation  of the Company  hereunder  and,  once
established  at  an  increased  specified  rate,  the  Executive's  Base  Salary
hereunder shall not thereafter be reduced.

               (b)  INCENTIVE COMPENSATION.  In  addition  to  Base  Salary, the
Executive shall be entitled to receive such incentive  compensation  payments as
the Board may determine  pursuant to the Company's  incentive  compensation plan
for the Company  President  (the "Plan") in accordance  with the Company's  past
practice,  or otherwise.  For any period less than a full fiscal year during the
term of this  agreement,  the  Executive  shall  receive an amount  equal to the
prorated portion of the incentive compensation payable pursuant to the Plan. The
amount of any additional  compensation payable to the Executive pursuant to this
paragraph in respect of any full fiscal year or part thereof will be  determined
as promptly as practicable after the determination of the Company's earnings for
the year,  but such  payment  will be made not later than thirty (30) days after
the Company's receipt of audited consolidated financial statements.


<PAGE>

               (c)  EXPENSES.  During the term of his  employment hereunder, the
Executive shall be entitled to receive prompt  reimbursement  for all reasonable
expenses  incurred  by him (in  accordance  with  the  policies  and  procedures
presently  established  by the  Board  for its  senior  executive  officers)  in
performing  services  hereunder,  provided that the Executive  properly accounts
therefor in accordance with Company policy.

               (d)  MOVING EXPENSES.  (i)  The  Company   shall  reimburse   the
Executive for (x) all moving  expenses  reasonably  incurred by the Executive in
relocating his furniture and other  household  goods from his present  principal
residence in the Chicago,  Illinois area (his "Principal  Residence") to his new
residence as contemplated by Section 3 hereof,  (y) the commissions  paid to any
real estate  broker in connection  with the sale of his Principal  Residence and
(z) the reasonable closing costs associated with the purchase of the Executive's
new  permanent  residence  in the St.  Louis Area.  The Company  shall make such
payments to the Executive promptly upon receipt of a reasonably detailed invoice
therefor;   provided,   however,  that  such  reimbursement  shall  not  include
reimbursement  for  any  loss  sustained  in  connection  with  the  sale of the
Executive's Principal Residence.

                    (ii)  The Executive shall be  entitled to reimbursement from
the Company for the actual reasonable expenses incurred for temporary housing in
the St.  Louis  Area and a  reasonable  number of trips  between  St.  Louis and
Chicago for him and his spouse for the shorter of six (6) months or such time as
he has moved into a new primary  residence  in the St.  Louis Area.  The Company
shall make such payments to the Executive  promptly upon receipt of a reasonably
detailed invoice therefor.


<PAGE>


               (e)  FRINGE BENEFITS.  The Executive shall be entitled to receive
benefits under all the Company's employee benefits plans, including life, health
and accidental death and dismemberment  insurance, and arrangements in effect on
the date hereof or plans or  arrangements  providing the Executive with at least
equivalent benefits  thereunder.  The Executive shall be entitled to participate
in or receive  benefits  under any pension plan,  profit-sharing  plan,  savings
plan, stock option plan, life insurance, health-and-accident plan or arrangement
made available by the Company in the future to its executives and key management
employees,  subject to and on a basis consistent with the terms,  conditions and
overall  administration  of such  plans and  arrangements.  Nothing  paid to the
Executive under any plan or arrangement presently in effect or made available in
the future (other than under the incentive  compensation  referred to in Section
(b)  hereof),  shall be deemed to be in lieu of  compensation  to the  Executive
hereunder.

               (f)  VACATIONS.  The Executive shall be entitled to the number of
paid vacation days in each calendar year  determined by the Company from time to
time for its senior executive officers,  but not less than four (4) weeks in any
calendar  year  (prorated  in any calendar  year during  which the  Executive is
employed  hereunder  for less than the entire such year in  accordance  with the
number  of days in such  calendar  year  during  which he is so  employed).  The
Executive  shall also be entitled to all paid  holidays  given by the Company to
its senior executive officers.

               (g)  PERQUISITES.  During the Term of  Employment and for so long
as the Executive is employed by the Company,  the Executive shall be entitled to
receive the


<PAGE>


following  fringe  benefits:  (i) the Company  shall furnish to the Executive an
automobile  selected by the Executive and shall pay all of the related  expenses
for gasoline,  insurance,  maintenance  and repairs,  or otherwise in accordance
with present Company practices and (ii) the Company shall pay the initiation fee
and the annual dues,  assessments and other membership  charges of the Executive
for membership in a country club or luncheon club selected by the Executive.  In
addition,  the Executive shall be entitled to receive such other fringe benefits
in accordance  with the plans,  practices,  programs and policies of the Company
from  time to time in  effect,  commensurate  with  his  position  and at  least
comparable to those received by other senior executives of Company.

           5.  OFFICES.  The  Executive  agrees   to  serve  without  additional
compensation,  if elected or appointed  thereto,  in one or more offices or as a
director  of any of the  Company's  subsidiaries,  provided,  however,  that the
Executive  shall not be  required  to serve as an  officer  or  director  of any
subsidiary if such service would expose him to adverse financial consequences.

           6.  AGREEMENT NOT TO DISCLOSE.

               (a)  The  Executive covenants and  agrees that, at all times from
and after the date hereof, except as required by law or by order of any court or
government agency, he shall keep completely confidential and retain in strictest
confidence and shall not,  except with the express prior written  consent of the
Company,  directly or indirectly disclose,  communicate or divulge to any Person
(as  defined  in  Section  18),  or use  for  the


<PAGE>


benefit of any Person, any Proprietary Information. The restriction contained in
the preceding  sentence shall not apply to any Proprietary  Information that (i)
is a matter of public  knowledge on the date of this  Agreement,  (ii) becomes a
matter of public  knowledge after the date of this Agreement from a source other
than the Executive,  or (iii) is later  lawfully  acquired by the Executive from
sources other than the Company.

               (b)  All data, designs, drawings, blueprints, tracings, sketches,
plans,  layouts,   specifications,   models,  programs,   cards,  tapes,  disks,
printouts,  writings,  manuals,  guides,  notes and any and all other memoranda,
including without limitation any and all written information which may be or has
been  furnished to the Executive or which may be produced,  prepared or designed
by the  Executive  in  connection  with his  employment  with the Company or its
Affiliates,  shall be, become and remain the exclusive  property of the Company,
as the case may be. Upon the termination of the Executive's  employment with the
Company or its Affiliates, all originals, copies and reprints in the Executive's
possession,  custody, or control shall be promptly  surrendered and/or delivered
to the Company,  and the Executive shall  thereafter make no further use, either
directly  or  indirectly,  of any  such  data,  designs,  drawings,  blueprints,
tracings,  sketches,  plans, layouts,  specifications,  models, programs, cards,
tapes, disks, printouts,  writings, manuals, guides, notes or other memoranda or
written  information,  provided  that the  Executive  shall not be  obligated to
deliver to the Company or prohibited  from using such written  information  as a
matter of public  knowledge  on or prior to the date of the  termination  of his
employment with the Company or its Affiliates.


<PAGE>


           7.  AGREEMENT TO DISCLOSE.

               (a)  The Executive agrees to  disclose in writing to the  Company
or its  designee  promptly  and  fully all works  and  property  related  to the
Business  of  the  Company,  including  but  not  limited  to  all  intellectual
properties,  ideas,  inventions,  discoveries,  concepts,  computer  systems  or
programs,  works, techniques,  programs or any components or associated products
thereof  and all  hardware  and  software  inventions,  products,  improvements,
innovations,  discoveries  and writings  which are made,  conceived,  reduced to
practice,  developed,  written,  contributed  to or  prepared  by the  Executive
during,  or related in any manner whatsoever to, his employment with the Company
or any of its  Affiliates  following the date hereof or which result from or are
suggested by any work the  Executive may do in  connection  with his  employment
with the Company or any of its Affiliates following the date hereof,  whether or
not  patentable  or  copyrightable  and whether made solely by the  Executive or
jointly with others,  all of such works and property being hereinafter  referred
to in this Agreement as "Works and Property." The Executive acknowledges that he
does not claim any interest in Works and Property  (defined for purposes of this
sentence to include  matters  arising at any time during his  employment  by the
Company).

               (b)  If the Executive includes in any written disclosure required
by  Section  7(a)  a  request  that  ownership  of any  Works  and  Property  be
transferred  to him,  the  Company  or the  relevant  Affiliate  shall  promptly
determine,  in its sole discretion,  whether it elects to transfer its ownership
of such Works and Property to the Executive and the terms


<PAGE>


and  conditions,  if any,  of such  transfer.  If the  Company  or the  relevant
Affiliate  elects in writing to  transfer  its  ownership  of any such Works and
Property  to the  Executive  and if the  Executive  complies  with any terms and
conditions specified by the Company or the relevant Affiliate in connection with
such transfer, the Executive shall thereafter have all right, title and interest
to such transferred Works and Property.

               (c)  In  the event  that the  Executive fails to disclose to  the
Company or the relevant Affiliate in writing any Works and Property, the Company
or the relevant  Affiliate shall retain  complete  right,  title and interest in
Works and Property as specified in Section 8(a).

           8.  OWNERSHIP OF WORKS AND PROPERTY.

           The Executive hereby agrees that:

               (a)  Except  as  provided in  Section 7, all Works  and  Property
shall  unconditionally  be, become and remain the sole and exclusive property of
the Company or the relevant Affiliate forever;

               (b)  Pursuant  to  Sections  101  and  201  of  the United States
Copyright  Law, all Works and  Property  shall be "works made for hire," and all
rights in such Works and Property shall belong  entirely and  exclusively to the
Company or the relevant Affiliate and their


<PAGE>


successors and assigns  forever,  and the Company or the relevant  Affiliate and
their  successors  and  assigns  may make any use or  nonuse  of such  Works and
Property throughout the world without any further obligation to the Executive;

               (c)  All Works and Property shall belong entirely and exclusively
to the  Company or the  relevant  Affiliate  and their  successors  and  assigns
forever,  and the Executive  hereby grants and assigns forever to the Company or
the relevant  Affiliate  all rights  whatsoever  that the  Executive  might have
therein, and the Company or the relevant Affiliate may make any use or nonuse of
such Works and Property  throughout the world without any further  obligation to
the Executive;

               (d)  The Executive will promptly execute, acknowledge and deliver
all applications,  oaths,  declarations,  and further documents and will provide
such  additional  assistance  as the Company or the relevant  Affiliate or their
counsel may deem  necessary  or  desirable  to  evidence  the  Company's  or the
relevant Affiliate's title to such Works and Property; and

               (e)  In  performing  duties or  services for the Company  or  the
relevant  Affiliate  regarding  Works  and  Property,  the  Executive  will  not
knowingly  infringe  upon the  rights,  including  but not  limited  to  patent,
copyright,  trade  secret  or  other  proprietary  rights,  of any  third  party
whatsoever.


<PAGE>


           9.  TERMINATION.

               (a)  DEATH.  The   Executive's   employment   shall   be   deemed
terminated automatically upon his death.

               (b)  DISABILITY.  The  Company shall have the right to  terminate
the  employment  of the  Executive  upon  his  Disability  (as  defined  below).
"Disability"  means any  impairment  of mind or body that renders the  Executive
unable to perform his normal duties and  functions  hereunder for a period of at
least three (3) months  during any twelve (12) month  period,  as  determined in
good faith by a physician selected by the Company.  Any refusal by the Executive
to submit to a medical  examination  for the  purpose of  certifying  Disability
under this Paragraph 9(b) shall be deemed conclusively to constitute evidence of
the Executive's  Disability.  The  Executive's  Base Salary shall continue to be
paid until his  Disability  is  established  in  accordance  with the  preceding
sentence.

               (c)  FOR CAUSE.  The  Company  shall have the right to  terminate
this  Agreement for Cause (as defined  below).  For purposes of this  Agreement,
"Cause"  shall be defined  as: (i) the  commission  of any act by the  Executive
constituting  financial dishonesty against the Company; (ii) the commission of a
felony;  (iii)  the  commission  of an  act  by the  Executive  involving  moral
turpitude that brings the Company or any of its Affiliates into public disrepute
or disgrace or causes harm to the  customer  relations,  operations  or business
prospects of the Company;  (iv)  incompetence of the Executive due to the use or
reporting to work under the  influence  of alcohol,  narcotics,  other  unlawful


<PAGE>


drugs or controlled  substances;  or (v) breach of this Agreement or the failure
of the  Executive  to perform his duties as  contemplated  hereunder.  Upon such
termination,  the  Executive  shall be  entitled  to receive his Base Salary and
other  benefits  through  the date of  termination.  The  Company  shall have no
obligation to continue to pay the Base Salary or other  incentive  compensation,
including incentive compensation under the Plan following such termination.

               (d)  WITHOUT CAUSE.  The  Company  shall  also have the right  to
terminate  the  Executive's  employment  at any  time  during  the  term of this
Agreement without Cause.

               (e)  TERMINATION BY THE EXECUTIVE. The  Executive  may  elect  to
terminate  this Agreement by notice in writing not less than thirty (30) days in
advance of the termination date. Upon such  termination,  the Executive shall be
entitled  to receive  his Base  Salary  and other  benefits  (including  expense
reimbursements but excluding any unpaid incentive  compensation,  whether or not
accrued) through the date of termination,  and the Company shall have no further
liability  for  compensation  or other  benefits  to the  Executive  under  this
Agreement.

               (f)  In the event that the Executive's employment shall terminate
in accordance with  subsections (a), (b) or (d) above, the Company agrees to pay
to the  Executive  or,  in the case of  termination  by  reason  of  death,  the
Executive's designated beneficiary,  or if no beneficiary has been designated in
writing to the Company,  the


<PAGE>


Executive's  estate,  the Base Salary and  Incentive  Compensation  provided for
hereunder for the remaining  term of this  Agreement.  For purposes of computing
the amount of Incentive  Compensation payable hereunder,  the Executive shall be
entitled  to  receive,  for each  remaining  year the  greater of such amount of
Incentive  Compensation  as was established by the Board as the target amount of
Incentive  Compensation  for such year or the amount of  Incentive  Compensation
actually earned for the fiscal year preceding the date of termination.

           10. SUCCESSORS.  This  agreement  and  all rights  of  the  Executive
hereunder  shall inure to the benefit of and be enforceable  by the  Executive's
personal or legal representatives, executors, administrators, successors, heirs,
distributees,  devisees  and  legatees.  If the  Executive  should die while any
amounts would still be payable to him hereunder if he had continued to live, all
such amounts, unless otherwise provided herein, shall be paid in accordance with
the  terms of this  agreement  to the  Executive's  devisee,  legatee,  or other
designee or, if there be no such designee, to the Executive's estate.

           11. NON-COMPETITION.

               (a)  The Executive covenants and agrees on behalf of himself  and
his  Affiliates  that he will not at any time during the term of this  Agreement
and,  except as set  forth in  Section  11(c)  below,  for two (2)  years  after
termination of the Agreement,  except with the express prior written  consent of
the Company: (i) directly or indirectly,  whether as executive,  owner, partner,
agent, director, officer,  consultant,  shareholder (except as the


<PAGE>


holder of not more than one percent (1%) of the outstanding  shares of a company
whose  stock is  listed on any  national  or  regional  securities  exchange  or
reported by the Nasdaq  Stock Market or any  successor  thereto) or in any other
capacity,  establish,  engage in, or be connection with in any manner any Person
which engages in, the Business or proposes to engage in the Business  within the
Area; (ii) with respect to the Business  heretofore engaged in by the Executive,
and to be engaged in by the Company or its  Affiliates,  directly or  indirectly
solicit, divert or accept business from or otherwise take away or interfere with
any  customer,  supplier,  distributor  or  manufacturer  of the  Company or its
Affiliates  or (iii)  induce or attempt to induce any Person who is an executive
of, or  consultant  to, the Company,  to perform work or services for any Person
other than the Company.

               (b)  The Executive will not during the term of this Agreement and
except as set forth in Section 11(c) below, for two (2) years after  termination
of the Agreement,  directly or indirectly,  accept employment, be employed by or
be a principal of any  business or  enterprise  operating  within the Area which
then employs or has as a principal or holder of any interest  therein (except as
the  holder of not more than one  percent  (1%) of the  outstanding  shares of a
company  whose shares are publicly  traded) any  individual  who was  previously
employed in a managerial  or executive  position  with the Company or any of its
Affiliates,  provided, however, that this prohibition shall not be applicable if
such business or enterprise  does not engage in the Business within the Area, or
if such  business  or  enterprise  engages  in  activities  which do  constitute
engaging  in the  Business  within  the Area and other  activities  which do not
constitute engaging in the


<PAGE>

Business within the Area and the Executive  and/or the other  individual who was
previously  employed by the Company or any of its  Affiliates,  neither  being a
principal  of such  business or  enterprise,  are  employed by such  business or
enterprise in connection with activities which in no way constitute  engaging in
the Business within the Area.

               (c)  If  the  Executive's  employment with the Company  shall  be
terminated  by the  Company in  accordance  with  Section  9(c),  the  covenants
contained in this Section 11 shall terminate.

           12. ACKNOWLEDGMENTS OF THE EXECUTIVE; INJUNCTIVE RELIEF.

               (a)  The  Executive acknowledges that the term, the  geographical
areas of this  Agreement and the scope of the  restraints  imposed by Sections 6
and 11 of this Agreement are fair and reasonably  required for the protection of
the Company.  Therefore, in addition to any other remedies which the Company may
have under this  Agreement or otherwise,  the Company shall be entitled to apply
to any  court  of  competent  jurisdiction  for an  injunction  restraining  the
Executive  from  committing or continuing  any violation of Sections 6 and 11 of
this Agreement, and the Executive shall not object to such application except to
litigate whether, in fact, he has violated Sections 6 and 11 of this Agreement.

               (b)  The parties agree that it is impossible to measure in  money
the damages that will accrue to the Company by reason of the Executive's failure
to perform his respective obligations under this Agreement, that such failure to
perform  will result in  irreparable  damage to the Company,  and that  specific
performance of the Executive's


<PAGE>


obligations  may therefore be obtained by suit in equity.  Without  limiting the
generality  of the  foregoing  sentence,  the  Company  shall be  entitled to an
injunction  from any court of competent  jurisdiction  restraining the Executive
from  committing  or  continuing  any  violations  of  Sections 6 and/or 11. The
Executive  will  neither  assert  any claim  nor any  defense  in any  action or
proceeding  to enforce  any  provision  hereof  that the  Company  has or had an
adequate remedy at law.

           13. NOTICE.  For  the  purposes  of  this agreement,  notices and all
other communications provided for in the agreement shall be in writing and shall
be deemed to have been duly  given  when  delivered  or mailed by United  States
registered  mail,  return  receipt  requested,  postage  prepaid,  addressed  as
follows:

           If to the Executive:

           Mr. Uma N. Aggarwal
           [                      ]
           [                      ]

           If to the Company:

           Allied Healthcare Products, Inc.
           1720 Sublette Avenue
           St. Louis, MO  63110

           Attn:  Chairman of the Board

or to such other address as any party may have furnished to the other in writing
in  accordance  herewith,  except  that  notices of change of  address  shall be
effective only upon receipt.


<PAGE>


           14. MISCELLANEOUS.  No  provision of this agreement may  be modified,
waived or discharged unless such waiver,  modification or discharge is agreed to
in writing  signed by the  Executive  and such  officer  as may be  specifically
designated  by the Board.  No waiver by either  party  hereto at any time of any
breach by the other  party  hereto of, or  compliance  with,  any  condition  or
provision of this  agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time. No agreements or  representations,  oral or otherwise,
express or implied,  with respect to the subject matter hereof have been made by
either party which are not set forth expressly in this agreement.  The validity,
interpretation, construction and performance of this agreement shall be governed
by the laws of the State of Missouri.

           15. VALIDITY.  The invalidity or unenforceability of any provision or
provisions of this agreement shall not affect the validity or  enforceability of
any other  provision  of this  agreement,  which shall  remain in full force and
effect.

           16. COUNTERPARTS.  This  agreement may  be  executed in  one or  more
counterparts,  each of which shall be deemed to be an original  but all of which
together will constitute one and the same instrument.

           17. ARBITRATION.  Any  dispute  or controversy  arising  under or  in
connection  with this agreement  shall be settled  exclusively by arbitration in
accordance  with  the  rules of the  American  Arbitration  Association  then in
effect.  Judgment may be entered on the


<PAGE>


arbitrator's award in any court having jurisdiction; provided, however, that the
Company shall be entitled to seek a restraining order or injunction in any court
of  competent  jurisdiction  to prevent any  continuation  of any  violation  of
Section 6 or 11 hereof.

           18. CERTAIN DEFINITIONS.

               (a)  "Affiliate"  means any Person now or hereafter  controlling,
controlled by, or under common control with another Person.

               (b)  "Area"  means  the  State of Missouri, the  states  adjacent
thereto,  the Midwestern states,  elsewhere in the United States,  North America
and the world.
               (c)  "Business"  means the businesses  engaged in by the  Company
and its  Affiliates on the date hereof and during the period of the  Executive's
employment with the Company subsequent to the date hereof.

               (d)  "Person" means any individual, company, firm, partnership or
other business entity.

               (e)  "Proprietary Information" means all information with respect
to the  conduct  or  details  of the  business  and  operations  of the  Company
including,  without  limitation,  methods of  operation,  customers and customer
lists, details of contracts with customers, consultants, suppliers or employees,
products,  proposed products,  former products,  proposed,  pending or completed
acquisitions  of any company,  division,  product line or other  business  unit,
prices  and  pricing  policies,   fees,  costs,  plans,   designs,


<PAGE>


technology,  inventions,  trade secrets, know-how,  software, marketing methods,
policies, plans, personnel, suppliers, competitors, markets or other specialized
information or proprietary matters of the Company or any of its Affiliates.

              [THE BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK]


<PAGE>


           IN WITNESS  WHEREOF,  the parties have executed this agreement on the
date and year as first above written.

                                        ALLIED HEALTHCARE PRODUCTS, INC.


                                        By: /s/ Dennis W. Sheehan
                                            ------------------------------------
                                            Dennis W. Sheehan
                                            Chairman of the Board


                                            /s/ Uma N. Aggarwal
                                            ------------------------------------
                                            Uma N. Aggarwal