**$6,000,000.00**


****


**AMENDMENT
NO. 6 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)**


**f/k/a
MAIL ORDER MEDS OF NEW YORK, INC.**


**MOMS
PHARMACY, INC. (CALIFORNIA)**


**MOMS
PHARMACY, LLC**


**MEDICINE
MADE EASY**


**NORTH
AMERICAN HOME HEALTH SUPPLY, INC.**


**SPECIALTY
PHARMACIES, INC.**


****


**(“Borrower”)**





and





**GE
HFS HOLDINGS, INC.**


**f/k/a
HELLER HEALTHCARE FINANCE, INC.**


****


**(“Lender”)**








Amended
as of February 28, 2005













**AMENDMENT
NO. 6 AND CONSENT TO LOAN AND SECURITY AGREEMENT**




**THIS
AMENDMENT NO. 6 AND CONSENT TO LOAN AND SECURITY AGREEMENT** (this
“Amendment”) is made as of this 28 th day of
February, 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” and, collectively with Allion, Meds Texas, Moms
New York, Moms California, Moms Florida and Medicine Made Easy, the “Existing
Borrower”), **SPECIALTY PHARMACIES, INC.**, a Washington
corporation (the “Additional Borrower”; the Existing Borrower and the Additional
Borrower, collectively, the “Borrower”), and **GE HFS HOLDINGS, INC f/k/a
HELLER HEALTHCARE FINANCE**, a Delaware corporation
(“Lender”).




**RECITALS**




**WHEREAS**,
pursuant to that certain Loan and Security Agreement dated April 21, 1999 by and
between Existing Borrower and Lender (as previously amended, as amended hereby
and as further amended, modified and restated from time to time, the “Loan
Agreement”), Lender agreed to make available to Existing Borrower a revolving
credit loan (the “Loan”);




**WHEREAS**,
Existing Borrower has informed Lender that Moms California has entered into (x)
a Stock Purchase Agreement, dated February 28, 2005 (the “Specialty Pharmacies
Stock Purchase Agreement”), with Pat Iantorno, Eric Iantorno, Jordan Iantorno
a/c/f Max Iantorno, Michael Winters and George Moncada (collectively, “Specialty
Pharmacies Seller”), pursuant to which Specialty Pharmacies Seller will sell to
Moms California all of the issued and outstanding shares of capital stock of
Additional Borrower, for aggregate consideration of $6,300,000 and warrants to
purchase 351,438 shares of common stock of Allion, payable in accordance with
Section 1.5 and Section 1.6 of the Specialty Pharmacies Stock Purchase
Agreement, and subject to adjustment as set forth in Section 1.7 of the
Specialty Pharmacies Stock Purchase Agreement, and (y) a Purchase Agreement,
dated February 28, 2005 (the “Tubb Purchase Agreement”), with Michael Tubb,
pursuant to which Michael Tubb will, among other things, sell to Moms California
any rights he has to capital stock of Additional Borrower, for aggregate
consideration of $1,200,000, payable in accordance with Section 1.4 of the Tubb
Purchase Agreement ((x) and (y), the “Proposed Transaction”);




**WHEREAS**,
Section 7.4 of the Loan Agreement prohibits Existing Borrower from acquiring all
or substantially all of the capital stock of any Person (as defined in the Loan
Agreement) if the aggregate consideration payable in respect of any single
acquisition exceeds $1,000,000;




2


**WHEREAS**,
connection with the closing of the Proposed Transaction, Existing Borrower has
requested that Lender provide its written consent to the Proposed Transaction,
permit the issuance of subordinated, unsecured promissory notes in an aggregate
principal amount of $2,500,000 by Moms California for the purpose of funding a
portion of the purchase price of the Proposed Transaction, and make certain
other modifications to the Loan Agreement; and




**WHEREAS**,
Existing Borrower has requested that Additional Borrower join in and become a
borrower under the Loan Agreement, and Additional Borrower desires to join in
and become a borrower under the Loan Agreement;




**NOW,
THEREFORE**, in consideration of the foregoing, the terms and conditions
set forth in this Amendment, and other good and valuable consideration, the
receipt and sufficiency ** of which
are hereby acknowledged, Lender and Borrower hereby agree as
follows:




Section1 **. Definitions**. Unless otherwise defined
in this Amendment, all capitalized terms used but not defined herein shall have
the meanings assigned to such terms in the Loan Agreement.




**Section
2** **. Amendments to Loan
Agreement**. As of the Effective Date, the
Loan Agreement shall be modified as follows:




(a)  The final
sentence of Section 1.42 of the Loan Agreement is hereby amended and restated in
its entirety to read as follows:




“Notwithstanding
the foregoing, the Accounts of Specialty Pharmacies, Inc. shall not be Qualified
Accounts until such time as Lender has completed an audit and appraisal with
respect to such Accounts with results satisfactory to Lender in its sole
discretion.”




(b)  Section
1.47(a) of the Loan Agreement is hereby amended and restated in its entirety to
read as follows:




**“Section
1.47(a). Stock Purchase
Agreement**. ‘Stock Purchase Agreement’ means,
collectively, (i) that certain Stock Purchase Agreement, dated May 1, 2003, by
and among Moms Pharmacy, Inc., a California corporation, Allion, Darin A.
Peterson and Allan H. Peterson, (ii) that certain Stock Purchase Agreement,
dated January 4, 2005, by and among Moms Pharmacy, Inc., a California
corporation, Michael Stone and Jonathan Spanier, (iii) that certain Stock
Purchase Agreement, dated February 28, 2005, by and among Moms Pharmacy, Inc.,
Pat Iantorno, Eric Iantorno, Jordan Iantorno a/c/f Max Iantorno, Michael Winters
and George Moncada, and (iv) that certain Purchase Agreement, dated February 28,
2005, by and between Moms Pharmacy, Inc. and Michael Tubb.”




3


(c)  Section
1.47(b) of the Loan Agreement is hereby amended and restated in its entirety to
read as follows:




**“Section
1.47(b). Subordinated
Obligations**. ‘Subordinated Obligations’ means,
collectively, (i) those certain Subordinated Secured Promissory Notes due May 1,
2005 issued by Allion on May 1, 2003 to Darin A. Peterson and Allan H. Peterson,
in an aggregate principal amount of $1,250,000, (ii) that certain Indemnity
Agreement between Borrower and John Pappajohn dated as of November 1, 2000,
(iii) those certain Promissory Notes due January 1, 2006 issued by Moms
Pharmacy, Inc., a California corporation, on January 4, 2005 to Michael Stone
and Jonathan Spanier, in an aggregate principal amount of $675,000, (iv) those
certain Promissory Notes due January 1, 2007 issued by Moms Pharmacy, Inc., a
California corporation, on January 4, 2005 to Michael Stone and Jonathan
Spanier, in an aggregate principal amount of $700,000, (v) those certain
Promissory Notes due February 28, 2006 issued by Moms Pharmacy, Inc., a
California corporation, on February 28, 2005 to Pat Iantorno, Eric Iantorno,
Jordan Iantorno a/c/f Max Iantorno, Michael Winters and George Moncada, in an
aggregate principal amount of $1,900,000, (vi) that certain Promissory Note due
March 31, 2006 issued by Moms Pharmacy, Inc., a California corporation, on
February 28, 2005 to Michael Tubb, in a principal amount of $600,000, and (vii)
obligations to make cash payment under those certain Warrants, issued by Allion
on February 28, 2005 to Pat Iantorno, Eric Iantorno, Jordan Iantorno a/c/f Max
Iantorno, Michael Winters and George Moncada.”




(d)  Section
1.47(c) of the Loan Agreement is hereby amended and restated in its entirety to
read as follows:




**“Section
1.47(c). Subordination
Agreement**. ‘Subordination Agreements’ means,
collectively, (i) that certain Subordination Agreement, dated as of January 31,
2003, by and among Borrower, Lender and John Pappajohn, (ii) that certain
Subordination Agreement, dated as of May 1, 2003, by and among Borrower, Lender,
Darin A. Peterson and Allan H. Peterson, (iii) that certain Subordination
Agreement, dated as of January 4, 2005, by and among Borrower, Lender, Michael
Stone and Jonathan Spanier and (iv) that certain Subordination Agreement, dated
as of February 28, 2005, by and among Borrower, Lender, Pat Iantorno, Eric
Iantorno, Jordan Iantorno a/c/f Max Iantorno, Michael Winters, George Moncada
and Michael Tubb.”




(e)  Section
7.1 of the Loan Agreement is hereby amended by deleting clause (ix) thereof in
its entirety and inserting the following:




4


“(ix)  unsecured
indebtedness of Moms Pharmacy, Inc., a California corporation, in respect of the
Subordinated Obligations in an aggregate principal amount not to exceed
$6,375,000 (in the case of such Subordinated Obligations issued to Michael Stone
and Jonathan Spanier) less any reduction in such amount pursuant to the Stock
Purchase Agreement executed by Michael Stone and Jonathan Spanier, $6,300,000
(in the case of such Subordinated Obligations issued to Pat Iantorno, Eric
Iantorno, Jordan Iantorno a/c/f Max Iantorno, Michael Winters and George
Moncada) less any reduction in such amount pursuant to the Stock Purchase
Agreement executed by Pat Iantorno, Eric Iantorno, Jordan Iantorno a/c/f Max
Iantorno, Michael Winters and George Moncada, $1,200,000 (in the case of such
Subordinated Obligations issued to Michael Tubb) less any reduction in such
amount pursuant to the Purchase Agreement executed by Michael Tubb, unsecured
indebtedness of Allion in respect of the Subordinated Obligations payable on
June 1, 2006 (if Allion has not consummated an initial public offering prior to
that date) in an aggregate principal amount not to exceed $2,200,000 (in the
case of such Subordinated Obligations issued to Pat Iantorno, Eric Iantorno,
Jordan Iantorno a/c/f Max Iantorno, Michael Winters and George Moncada), less
any reduction in such amount, pursuant to Section (l)(2) the Warrants issued on
February 28, 2005 by Allion to Pat Iantorno, Eric Iantorno, Jordan Iantorno
a/c/f Max Iantorno, Michael Winters and George Moncada, and unsecured
indebtedness of Allion in respect of the Subordinated Obligations payable upon
an initial public offering by Allion in an aggregate principal amount not to
exceed $1,581,471 (in the case of such Subordinated Obligations issued to Pat
Iantorno, Eric Iantorno, Jordan Iantorno a/c/f Max Iantorno, Michael Winters and
George Moncada), less any reduction in such amount, pursuant to Section (l)(1)
of the Warrants issued on February 28, 2005 by Allion to Pat Iantorno, Eric
Iantorno, Jordan Iantorno a/c/f Max Iantorno, Michael Winters and George
Moncada.”




(f) Section 7.19 of the Loan
Agreement is hereby amended and restated in its entirety to read as
follows:




5


**“Section
7.19. Restricted
Payments**. Borrower will not make any
payment or prepayment of principal of, premium, if any, or interest, fees or
other charges on or with respect to, or any redemption, purchase, retirement,
defeasance, sinking fund or similar payment and any claim for rescission with
respect to, any of the Subordinated Obligations, except (a) scheduled payments
of principal and interest with respect thereto and payments of principal with
respect to the Subordinated Obligations issued to Darin A. Peterson and Allan H.
Peterson upon the occurrence of an Early Maturity Date thereunder (and as
defined therein); (b) payments of principal in an aggregate amount of $675,000
(less any reduction in such amount pursuant to the Stock Purchase Agreement
executed by Michael Stone and Jonathan Spanier) and interest with respect
thereto on January 1, 2006 with respect to the Subordinated Obligations issued
to Michael Stone and Jonathan Spanier that mature on such date; (c) payments of
principal in an aggregate amount of $700,000 (less any reduction in such amount
pursuant to the Stock Purchase Agreement executed by Michael Stone and Jonathan
Spanier) and interest with respect thereto on January 1, 2007 with respect to
the Subordinated Obligations issued to Michael Stone and Jonathan Spanier that
mature on such date; (d) payments of principal in an aggregate amount of
$1,900,000 (less any reduction in such amount pursuant to the Stock Purchase
Agreement executed by Pat Iantorno, Eric Iantorno, Jordan Iantorno a/c/f Max
Iantorno, Michael Winters and George Moncada) and interest with respect thereto
on February 28, 2006 with respect to the Subordinated Obligations issued to Pat
Iantorno, Eric Iantorno, Jordan Iantorno a/c/f Max Iantorno, Michael Winters and
George Moncada; (e) payments of principal in an aggregate amount of $2,200,000
and interest with respect thereto on June 1, 2006 (if Allion has not consummated
an initial public offering prior to that date) with respect to the Subordinated
Obligations issued to Pat Iantorno, Eric Iantorno, Jordan Iantorno a/c/f Max
Iantorno, Michael Winters and George Moncada under Section (l)(2) of the
Warrants issued on February 28, 2005 by Allion to such persons; (f) payments in
an aggregate amount of $1,581,471 (if Allion has consummated an initial public
offering) with respect to the Subordinated Obligations issued to Pat Iantorno,
Eric Iantorno, Jordan Iantorno a/c/f Max Iantorno, Michael Winters and George
Moncada under Section (l)(1) of the Warrants issued on February 28, 2005 by
Allion to Pat Iantorno, Eric Iantorno, Jordan Iantorno a/c/f Max Iantorno,
Michael Winters and George Moncada; and (g) two payments of principal each in
the amount of $300,000 and interest with respect thereto on February 28, 2006
and March 31, 2006 with respect to the Subordinated Obligations issued to
Michael Tubb; provided that, in each such case (i.e., clauses (a) through
(g) above), both before and after giving effect to any such payment and any
Loans funded in connection therewith, (i) no default or Event of Default has
occurred and is continuing or would result after giving effect thereto and (ii)
such payment shall be made at such times as will permit the delivery of
financial statements necessary to determine current compliance with the
financial covenants set forth herein prior to each such payment;
provided, further, that in the case of clauses (b), (c), (d), (e),
(f) and (g) above, both before and after giving effect to any such payment and
any Loans funded in connection therewith, the aggregate unrestricted cash of
Borrower and availability in the Borrowing Base shall equal or exceed
$1,000,000.”




(g) All the schedules to the
Loan Agreement are hereby amended and restated in their entirety in the form of
the schedules attached to this Amendment (the “Updated Schedules”). The Updated
Schedules update all information as necessary to make the schedules previously
delivered correct. Borrower hereby represents and warrants that the information
set forth on the Updated Schedules is true and correct as of the date of this
Amendment. The Updated Schedules are hereby incorporated into the Loan Agreement
as if originally set forth therein.




6


Section3 **. Consents**. In reliance on the
information previously provided by Borrower to Lender regarding the Proposed
Transaction, including but not limited to the fully executed Specialty
Pharmacies Stock Purchase Agreement and Tubb Purchase Agreement (together with
any and all exhibits and schedules thereto), Lender hereby consents to the
Proposed Transaction on the terms and conditions set forth in the Specialty
Pharmacies Stock Purchase Agreement and Tubb Purchase Agreement as in effect on
the date hereof. Lender hereby acknowledges that Cardinal Health, Inc. presently
has a security interest in the assets of Additional Borrower as set forth on
Schedule 1.36 of the Updated Schedules and hereby consents to the existence of
such security interest, and waives any default under the Loan Agreement
resulting solely from the existence of such security interest, provided
that (a) such security interest is not modified to cover any additional assets
of Additional Borrower after the date hereof, (b) the Accounts of Additional
Borrower shall not be Qualified Accounts until such time as such security
interest is terminated and released, (c) no additional debt is hereafter
incurred by Additional Borrower to Cardinal Health, Inc. and (d) any debt
existing to Cardinal Health, Inc. is discharged by Additional Borrower in the
ordinary course of business, and Cardinal Health, Inc.’s commitment to extend
further credit to Additional Borrower shall have been terminated, in each case
not to exceed sixty (60) days from the date hereof.




Section
4. **Additional
Borrower**. The Additional Borrower shall
from and hereafter be a “Borrower” for all purposes of the Loan Agreement and
all other Loan Documents and, by its execution hereof, hereby joins in as a
co-maker (with all other Borrowers) of and borrower under the Note. The terms of
the Note, as so amended, are incorporated herein by this reference and made a
part hereof. Accordingly, the Additional Borrower hereby agrees to be bound by
all of the terms, conditions, covenants, representations, warranties, and other
agreements set forth in the Loan Agreement with the same force and effect as if
the Additional Borrower had been named a Borrower in the Loan Agreement. Without
limiting the generality of the foregoing, the Additional Borrower hereby grants
to Lender a continuing first priority lien on and security interest in, upon,
and to the Collateral, pursuant to and in accordance with the terms of the Loan
Agreement.




Section
5. **Confirmation
of Representations and Warranties**. Each Borrower hereby (a) confirms
that all of the representations and warranties set forth in Article IV of the
Loan Agreement are true and correct with respect to such entity (except to the
extent such representation or warranty relates to a particular date, in which
case, such confirmation relates to such date), and (b) specifically represents
and warrants to Lender that it has good and marketable title to all of its
Collateral, free and clear of any lien or security interest in favor of any
other person or entity.




**Section
6. Fees;
Expenses**. Notwithstanding anything in this
Amendment to the contrary, Borrower shall be responsible for payment of legal
fees for the services of Lender’s in-house counsel in connection with the
preparation of this Amendment. Lender shall be entitled to deduct, and Borrower
by its signature below hereby authorizes Lender to deduct, the full amount of
the fees set forth in this Section 6 from the proceeds of the next subsequent
Revolving Credit Loan made by Lender under the Loan Agreement (as amended
hereby).




7


Section
7. **Enforceability**. This Amendment
constitutes the legal, valid and binding obligation of each Borrower and Lender,
and is enforceable against each Borrower and Lender in accordance with its
terms.




Section
8. **Conditions
to Effectiveness**. This Amendment shall become
effective on the date that all of the following conditions are satisfied in
Lender’s sole discretion (such date, the “Effective Date”):




(a)  Lender
shall have received two (2) originals of this Amendment duly executed by an
authorized officer of each entity comprising Borrower;




(b)  Lender
shall have received a Third Amended and Restated Revolving Credit Note duly
executed by an authorized officer of each entity comprising
Borrower;




(c)  Lender’s
receipt of a (i) Secretary’s Certificate, (ii) Incumbency Certificate, (iii)
Board of Directors Resolution and (iv) Certificate of Chief Financial Officer,
in substantially the form provided to Additional Borrower by Lender, for each
entity comprising Additional Borrower and duly executed as required by the terms
of each such document;




(d)  Lender’s
receipt of the Updated Schedules;




(e)  Lender’s
receipt of an executed third party legal opinion substantially in substantially
the form previously provided to Borrower, provided that such opinion shall be
limited to the Additional Borrower;




(f)  Lender
shall have received fully executed copies of the Stock Purchase Agreement and
the Subordinated Obligations, and all other agreements and instruments executed
in connection therewith;




(g) (i) The Proposed
Transaction shall have been consummated in accordance with the terms and
conditions of the Specialty Pharmacies Stock Purchase Agreement as in effect on
the date hereof, and (ii) the issuance of the Subordinated Obligations shall
have been consummated in accordance with the terms of the Subordinated
Obligations as in effect on the date hereof;




(h)  Lender
shall have received the Subordination Agreements, duly executed by an authorized
officer of each entity comprising Borrower and each of the holders of the
Subordinated Obligations;




(i)  there
shall have occurred and be continuing no Event of Default and no event which,
with the giving of notice or the lapse of time or both, could constitute such an
Event of Default and, after giving effect to this Amendment, there shall have
occurred no Event of Default and no Event which, with the giving of notice or
lapse of time or both, could constitute an Event of Default; and




8


(j) the representations and
warranties set forth in Section 5 of this Amendment and in Article IV of the
Loan Agreement shall be true and correct as of the date hereof and after giving
effect to this Amendment (unless any such representation or warranty by its
terms is intended to refer specifically to any earlier date, in which case such
representation or warranty shall have been true and correct as of such
date).




Section
9. **Reference
to the Effect on the Loan Agreement**.




(a)  Upon the
effectiveness of this Amendment, each reference in the Loan Agreement to “this
Agreement,” “hereunder,” “hereof,” “herein” or words of similar import shall
mean and be a reference to the Loan Agreement as amended by this
Amendment.




(b)  Except as
specifically amended above, the Loan Agreement, and all other Loan Documents,
shall remain in full force and effect, and are hereby ratified and
confirmed.




(c)  The
execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided in this Amendment, operate as a waiver of any right, power or
remedy of Lender, nor constitute a waiver of any provision of the Loan
Agreement, or any other documents, instruments and agreements executed or
delivered in connection with the Loan Agreement.




Section
10. **Governing
Law**. This Amendment shall be governed
by and construed in accordance with the laws of the State of Maryland without
regard to any otherwise applicable conflicts of law principles.




Section
11. **Headings**. Section headings in this
Amendment are included for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose.




Section
12. **Counterparts**. This Amendment may be
executed in counterparts, each of which shall constitute an original and all of
which together shall constitute one and the same instrument.




**[SIGNATURES
ON NEXT PAGE]**





9







**IN
WITNESS WHEREOF**, the parties have caused this Amendment No. 6 and
Consent to Loan and Security Agreement to be executed as of the date first
written above.




**LENDER:****GE HFS HOLDINGS, INC.,**a Delaware corporationBy:
      /s/ R. Hanes WhiteleyName: R. Hanes WhiteleyTitle:**Duly Authorized Signatory********
    **BORROWERS:**
    ********
    ****
    ********
    **ALLION HEALTHCARE, INC.,**a Delaware corporationBy:Name:Title:**MAIL ORDER MEDS OF TEXAS,
      INC.,**a Texas corporationBy:Name:Title:**MOMS PHARMACY, INC.,**a New York corporationBy:Name:Title:





10







**IN
WITNESS WHEREOF**, the parties have caused this Amendment No. 6 and
Consent to Loan and Security Agreement to be executed as of the date first
written above.







**LENDER:**
    ********
    ****
    ********
    **GE HFS HOLDINGS, INC.,**a Delaware corporationBy:Name:Title:**BORROWERS:**
    ********
    ****
    ********
    **ALLION HEALTHCARE, INC.,**a Delaware corporationBy:
      /s/ Michael P MoranName: Mike MoranTitle: President********
    **MAIL ORDER MEDS OF TEXAS,
      INC.,**a Texas corporationBy:
      /s/ Michael P MoranName: Mike MoranTitle: President**MOMS PHARMACY, INC.,**a New York corporationBy:
      /s/ Michael P MoranName: Mike MoranTitle: President







[signature
page to Amendment No. 6]





11









**MOMS PHARMACY, INC.,**a California corporationBy:
      /s/ Michael P MoranName: Mike MoranTitle: President**MOMS PHARMACY,
LLC,**a Florida limited liability companyBy:
      /s/ Michael P MoranName: Mike MoranTitle: President********
    **MEDICINE MADE EASY,**a California corporationBy:
      /s/ Michael P MoranName: Mike MoranTitle: President********
    **NORTH AMERICAN HOME HEALTH
      SUPPLY, INC.,**a California corporationBy:
      /s/ Michael P MoranName:
      Mike MoranTitle: President********
    ****
    ********
    **SPECIALTY PHARMACIES, INC.,**a Washington corporationBy:
      /s/ Michael P MoranName: Mike MoranTitle: President






[signature
page to Amendment No. 6]




12