**Exhibit
      10.2**







**AGREEMENT**





This
      Agreement is made and entered this ____ day of ____________, 200_, by and
      between _________________ (“Executive”) and Allied Healthcare Products,
      Inc.





WHEREAS,
      Executive is employed by the Company in a senior management position reporting
      directly to the Company’s chief executive officer and the Company desires to
      assure the continued services of Executive prior to and in the event of any
      “Change of Control” of the Company, as hereinafter defined,





NOW
      THEREFORE, Executive and Company agree as follows:





In
      the
      event that there shall occur a “Change of Control” of the Company, and in the
      further event that within one year following the date of such Change of Control
      Executive shall:





(a)
      resign his employment and position with the Company following





(i)
      any
      notification of Executive by the Company or its successor that Executive will
      be
      required to relocate his office to a location more than thirty (30) miles from
      its present location, or





(ii)
      Executive being subjected to, or requested by the Company or its successor
      to
      agree to, any material adverse changes in the scope, duties and responsibilities
      and authority which is part of Executive’s current position or any reduction in
      title or compensation (it being agreed, however, that circumstances which result
      in the Company no longer being required to file periodic reports under the
      Securities Exchange Act of 1934 shall not be deemed to constitute a material
      adverse change in the scope, duties and responsibility or authority of
      Executive), or





(iii)
      Executive being subjected to a material and adverse diminution of access to
      the
      chief executive officer of the Company or its successor, or to a working
      environment which renders it impossible for him to perform his duties and
      responsibility to the best of his ability, or





(b)
      be
      involuntarily terminated as an officer and employee by the Company or its
      successor other than for reasons of gross or willful misconduct (with the term
      gross or willful misconduct understood to include any arrest or indictment
      by
      competent authority based on the alleged commission of a felony and also
      including any material nonfeasance of Executive’s duties and responsibilities as
      the same existed prior to the date of the Change of Control),





then
      upon
      such resignation or termination Executive shall be entitled, in addition to
      any
      other severance or rights due him under any other agreement, contract, plan
      or
      provision (whether applicable to Executive individually or to the Company’s
      employees generally), to receive from the Company:


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(a)
      a
      lump sum payment equal to one year’s base salary payable within 30 days
      following such resignation or termination and payable net of withholding for
      income and other federal and state taxes due thereon; plus





(b)
      reimbursement for Executive’s cost of continued group health insurance (either
      as an employee of the Company or pursuant to “COBRA” elections arising from the
      termination of employment) for a period ending one year following such
      termination;





(c)
      to be
      provided with career transitioning services at a cost not to exceed $10,000
      utilizing an outplacement or counseling service chosen by Executive and
      reasonably acceptable to the Company or its successor.





The
      entitlement to the payments stipulated and agreed herein will not be diminished
      or offset by any compensation received by Executive from any other source but
      shall be in lieu of any other severance benefits to which Executive would
      otherwise be entitled. Executive agrees that the other provisions of any
      confidentiality, non-disclosure or non-competition agreement with the Company
      shall continue in force in accordance with their respective terms.





For
      purposes of the foregoing, a “Change of Control” shall mean





(a)  the
      acquisition by a person other than Clayton Management Company (or any other
      person or entity controlled by or under common control with John D. Weil or
      by a
      trustee or personal representative designated by said John D. Weil) of
      beneficial ownership of more than fifty percent (50%) of the outstanding common
      stock of the Company (as beneficial ownership is determined under Section 13(d)
      of the Securities Exchange Act ; or





(b)  a
      merger
      or consolidation with another company or entity (regardless of whether the
      Company of another entity is the surviving or resulting entity of such merger
      or
      consolidation) other than a merger or consolidation in which immediately upon
      giving effect to such merger or consolidation, the persons who were holders
      of
      the common stock of the Company immediately prior thereto continue to be the
      holders of at least sixty percent (60%) ** of
      the
      surviving or resulting entity; or





(c)  a
      sale of
      all or substantially all the assets and operations of the Company to a successor
      entity.





A
      transaction pursuant to which the Company ceases to be required to file periodic
      or interim reports under the Securities Exchange Act of 1934 shall not
      constitute a “Change of Control” unless accompanied by a transaction in the form
      of (a), (b) or (c) above.





Anything
      to the contrary herein notwithstanding, Executive understands and acknowledges
      that this Agreement does not constitute a contract of employment and does not
      guarantee employment for any period of time.





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IN
      WITNESS WHEREOF, this Agreement has been executed as of the date first written
      above.





Allied
                Healthcare Products, Inc.____________________________ExecutiveBy:_______________________Earl
                Refsland, President


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