AMENDMENT  NUMBER  ONE  TO  LOAN  AND  SECURITY  AGREEMENT

          This Amendment Number One to Loan and Security Agreement ("Amendment")
is  entered into as of March  3, 1998, by and among FOOTHILL CAPITAL CORPORATION
("Foothill"),  ALLIED  HEALTHCARE  PRODUCTS,  INC.,  B&F MEDICAL PRODUCTS, INC.,
HOSPITAL SYSTEMS, INC., and LIFE SUPPORT SYSTEMS, INC. (jointly "Borrowers"), in
light  of  the  following:

          FACT  ONE:    Borrowers and Foothill have previously entered into that
certain  Loan  and  Security  Agreement,  dated  as  of  August  7,  1997  (the
"Agreement").

          FACT  TWO:   Bear Medical Systems, Inc. and Bicore Monitoring Systems,
Inc.  were  previously  borrowers  under  the  Agreement;  the  assets  of  such
corporations were sold as of October 31, 1997 and Foothill concurrently released
such corporations as borrowers and released its security interests in the assets
of  such  corporations.

          FACT  THREE:   Borrowers and Foothill desire to amend the Agreement as
provided  for  and  on  the  conditions  herein.

          NOW, THEREFORE, Borrowers and Foothill hereby amend and supplement the
Agreement  as  follows:

          1.          DEFINITIONS.  All initially capitalized terms used in this
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Amendment  shall  have  the  meanings  given  to  them  in  the Agreement unless
specifically  defined  herein.

          2.          AMENDMENTS.
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               (a)          Section  1.1  of  the Agreement is hereby amended by
revising  the  definitions  of    "Average  Unused  Portion of Maximum Revolving
Amount,"  "Borrower,"  "Inventory Reserve," and "Term Loans" to read as follows:

                    "Average  Unused  Portion of Maximum Revolving Amount means,
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as  of  any  date  of determination, (a) $15,000,000 less (b) the sum of (i) the
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average  Daily  Balance of Advances that were outstanding during the immediately
preceding  month,  plus (ii) the average Daily Balance of the undrawn Letters of
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Credit  that  were  outstanding  during  the  immediately  preceding  month."

                    "Borrower  means  anyone of Parent, B&F, Hospital Systems or
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Life  Support."

                    "'Inventory  Reserve'  means  $2,000,000; provided, however,
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that  on  the  date  that  the  outstanding  principal balance of Term Loan A is
reduced  to  $7,000,000  or  less,  the Inventory Reserve will be reduced to $0.

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                    "Term  Loans  means  Term  Loan  A."
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                    The  following  definitions  and  all  references  to  such
definitions  in the Agreement are hereby deleted:  Bear, Bicore, Term Loan B and
Term  Loan  C.

               (b)         Section 2.3 of the Agreement is hereby amended in its
entirety  to  read  as  follows:

                    "2.3          TERM LOANS.  Effective as of November 1, 1997,
Foothill  agrees  to  provide  Borrowers  with  a  term  loan  in  the amount of
$7,000,000  ("Term Loan A").  Principal payments on Term Loan A shall be made on
November  1,  1997, and shall continue on the first day of each subsequent month
until paid in full.  For Term Loan A, during the first 12 months, each principal
payment  shall  be  in the amount of $150,000;  and commencing November 1, 1998,
each  principal  payment  shall  be  in  the  amount  of  $200,000.

                         Payments of accrued interest under Term Loan A shall be
made  on  the  first  day  of  each  month  commencing on November 1, 1997.  The
outstanding  principal  balance  and  all accrued and unpaid interest under Term
Loan  A  shall  be  due  and  payable  on  the  earliest  to  occur  of:

               (a)          The  acceleration  of  the  Obligations  by Foothill
following  an  Event  of  Default;  and

               (b)          The  Maturity  Date.

                    Upon  the  completion  of  a  Financing  or  Sale Event, the
proceeds  shall be used to prepay Term Loan A.  Borrower shall have the right to
prepay  Term  Loan  A,  in  whole  or in part, from the proceeds of asset sales,
without  penalty  or  premium.    All  such prepaid amounts to be applied to the
installments  due  on  Term  Loan A in the inverse order of their maturity.  The
amounts  outstanding  under  the  Term  Loans  shall  constitute  Obligations."

               (c)     Section 2.11 of (f) of the Agreement is hereby amended to
read  as  follows:

               "(f)    Servicing  Fee.  On  the  first  day of each month during
the  term  of  this  Agreement  and  thereafter  so  long as any obligations are
outstanding,  a  servicing  fee  in  an  amount  equal  to  $3,000."

               (d)     Section 6.2 of the Agreement is hereby amended to read as
follows:

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                    "6.2        COLLATERAL REPORTING.  Provide Foothill with the
following  documents  at  the fol-lowing times in form satisfactory to Foothill:
(a)  on  a  weekly  basis,  the  summary  page of such Borrower's Accounts aging
report,  (b) on a monthly basis, a sales journal, collection journal, and credit
register since the last such schedule and a calculation of the Borrowing Base as
of  such  date  using the amount of ineligible Accounts as determined based upon
the  prior  month's aging of Accounts, (c) on a monthly basis and, in any event,
by  no  later than the 10th day of each month during the term of this Agreement,
(i)  a detailed calculation of the Borrowing Base, and (ii) a detailed aging, by
total,  of  such  Borrower's  Accounts,  together  with  a reconciliation to the
detailed  calculation of the Borrowing Base previously provided to Foothill, (d)
on  a  monthly  basis  and,  in any event, by no later than the 10th day of each
month  during  the  term  of this Agreement, a summary aging, by vendor, of such
Borrower's  accounts  payable  and  any  book overdraft, (e) on a monthly basis,
Inventory  reports specifying such Borrower's cost, (f) upon Foothill's request,
notice  of all returns, disputes, or claims, (g) upon Foothill's request, copies
of  invoices in connection with its Accounts, customer statements, credit memos,
remittance  advices  and reports, deposit slips, shipping and delivery documents
in connection with its Accounts and for Inventory and Equipment acquired by such
Borrower,  purchase  orders  and  invoices, (h) on a quarterly basis, a detailed
list  of such Borrower's customers, (i) on a monthly basis, a calculation of the
Dilution for the prior month; and (j) such other reports as to the Collateral or
the financial condition of such Borrower as Foothill may reasonably request from
time to time.  Original sales invoices evidencing daily sales shall be mailed by
such  Borrower to each Account Debtor and, at Foothill's direction, the invoices
shall  indicate  on their face that such Borrower's Account has been assigned to
Foothill  and  that  all  payments  are to be made directly to Foothill.  In the
event  that, at any time, Borrowers' excess borrowing availability under Section
2.1  shall  be  less than $3,000,000, then Borrower agrees that Foothill may, in
the exercise of its reasonable credit judgment, require changes in the frequency
and  type  of  reports  required  under  this  Section  6.2."

               (e)  Paragraphs  (a),  (b),  and  (c)  of Section 7.20 are hereby
deleted  and  replaced  by  the  following:

               "(a)      Minimum Tangible Net Worth.  Minimum Tangible Net Worth
of  Parent,  at  all  times,  of  not  less  than  $21,000,000."

          3.     REPRESENTATIONS AND  WARRANTIES.  Borrowers  hereby  affirm  to
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Foothill  that (a) all of Borrowers' representations and warranties set forth in
the  Agreement  are  true,  complete and accurate in all respects as of the date
hereof;  and  (b)  each  of  the  Junior  Notes  has  been  repaid  in  full.

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          4.     NO DEFAULTS.  Borrowers hereby affirm to Foothill that no Event
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of  Default  has  occurred  and  is  continuing  as  of  the  date  hereof.

          5.     CONDITION PRECEDENT.   The  effectiveness  of this Amendment is
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expressly  conditioned  upon  the  following:

               (a)     Receipt by Foothill of an executed copy of this Amendment
and  the  attached  acknowledgment.

          6.     COSTS AND EXPENSES.  Borrowers  shall  pay  to  Foothill all of
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Foothill's  out-of-pocket costs and expenses (including, without limitation, the
fees  and  expenses  of its counsel, which counsel may include any local counsel
deemed  necessary,  search  fees, filing and recording fees, documentation fees,
appraisal  fees, travel expenses, and other fees) arising in connection with the
preparation,  execution,  and  delivery  of  this  Amendment  and  all  related
documents.

          7.     LIMITED EFFECT.  In  the  event of a conflict between the terms
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and  provisions of this Amendment and the terms and provisions of the Agreement,
the terms and provisions of this Amendment shall govern.  In all other respects,
the  Agreement,  as  amended and supplemented hereby, shall remain in full force
and  effect.

          8.     COUNTERPARTS; EFFECTIVENESS.  This Amendment may be executed in
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any  number  of  counterparts and by different parties on separate counterparts,
each  of which when so executed and delivered shall be deemed to be an original.
All  such  counterparts,  taken  together, shall constitute but one and the same
Amendment.    This  Amendment  shall  become  effective  upon the execution of a
counterpart  of  this  Amendment  by  each  of  the  parties  hereto.






                     [SPACE  INTENTIONALLY  LEFT  BLANK]

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          IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of  the  date  first  set  forth  above.

                         FOOTHILL  CAPITAL  CORPORATION,
                         a  California  corporation


                         By:
                         Title:


                         ALLIED  HEALTHCARE  PRODUCTS,  INC.,
                         a  Delaware  corporation


                         By:
                         Title:

                         B&F  MEDICAL  PRODUCTS,  INC.,
                         a  Delaware  corporation


                         By:
                         Title:

                         HOSPITAL  SYSTEMS,  INC.,
                         a  California  corporation


                         By:
                         Title:


                         LIFE  SUPPORT  PRODUCTS,  INC.,
                         a  California  corporation


                         By:
                         Title:

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