AMENDMENT TO AGREEMENT AND PLAN OF MERGER

THIS AMENDMENT (this “ Amendment ”) to the Agreement and Plan of Merger, dated March 13, 2008, by and among Allion Healthcare, Inc., Biomed Healthcare, Inc., Biomed America, Inc. and Parallex LLC (the “ Agreement ”) is made and entered into this 20th day of April, 2009, by and among Allion Healthcare, Inc., a Delaware corporation (“ Parent ”), Biomed Healthcare, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“ Merger Sub ”), Parallex LLC, a Delaware limited liability company (the “ Owner ”), Raymond A. Mirra, Jr., in his capacity as the Stockholders’ Representative (the “ Stockholders’ Representative ”), and Raymond A. Mirra, Jr., in his capacity as an individual (“ Mirra ”).

WHEREAS, as a condition and inducement to Parent’s and Merger Sub's willingness to enter into this Amendment, each of Jennifer Hoefner and Peter Sartini have entered into Restrictive Covenant Agreements, dated April 3, 2009, with Merger Sub and certain other subsidiaries of Parent (copies of which are attached hereto as Exhibit 1 through Exhibit 2 ); and

WHEREAS, Parent, Merger Sub and the Owner desire to clarify and amend certain provisions of the Agreement, as hereinafter more particularly set forth, and the Stockholders’ Representative and Mirra desire to acknowledge and agree to be bound by such clarifications and amendments;

           NOW, THEREFORE, for and in consideration of the premises, the mutual covenants contained herein and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, Parent, Merger Sub, the Owner, the Stockholders’ Representative and Mirra agree as follows:

1.   Escrow Release .  Upon the execution of this Amendment by the Owner, the Stockholders’ Representative and Mirra, and delivery of such executed Amendment to Parent and Merger Sub, Parent and the Stockholders’ Representative will execute a joint written ins