AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.2

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     This AMENDED AND RESTATED AGREEMENT (this “Agreement”) is made and entered into as of this 31st day of December, 2008, by and between Allion Healthcare, Inc., a corporation with its headquarters located at 1660 Walt Whitman Road, Melville, New York 11747 (the “Employer”), and Russell J. Fichera (the “Executive”). This Agreement amends and restates the Employment Agreement between the parties dated as of June 1, 2008 (the “Original Employment Agreement”).

     WHEREAS, the Employer and the Executive entered into the Original Employment Agreement to reflect the Executive’s duties and responsibilities and to provide for the Executive’s employment by the Employer upon the terms and conditions set forth herein; and

     WHEREAS, the Executive agreed to certain confidentiality, non-competition and non-solicitation covenants contained herein, in consideration of the additional benefits provided to the Executive under the Original Employment Agreement; and

     WHEREAS, the Original Employment Agreement became effective as of June 1, 2008 (the “Effective Date”) and for all purposes of this Agreement, the Effective Date shall remain June 1, 2008; and

     WHEREAS, the Employer employs Executive as its Chief Financial Officer under terms and conditions as set forth in the Original Employment Agreement; and

     WHEREAS, the Employer and the Executive desire to amend and restate the Original Employment Agreement for the purpose of complying with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations and Internal Revenue Service guidance thereunder;

     NOW THEREFORE, in consideration of the mutual covenants contained in this Agreement, and intending to be legally bound, the Employer and the Executive agree as follows:

     1.  Employment . The Employer agrees to employ the Executive and the Executive agrees to be employed by the Employer on the terms and conditions set forth in this Agreement.

     2.  Capacity . The Executive shall serve the Employer as its Chief Financial Officer. The Executive shall also serve the Employer in such other or additional offices as the Executive may reasonably be requested to serve by the Board of Directors of the Employer (the “Board of Directors”). In such capacity or capacities, the Executive shall perform such services and duties in connection with the business, affairs and operations of the Employer, consistent with such positions, as may be assigned or delegated to the Executive from time to time by or under the authority of the Board of Directors.

     3.  Term . Subject to the provisions of Section 6, the term of employment pursuant to this Agreement (the “Term”) shall commence on the Effective Date and terminate on the first anniversary of the Effective Date; provided that the Term shall automatically be renewed for successive periods of one (1) year unless either party gives written notice to the other party, at least ninety (90) days prior to the end date of the then-current Term, of that party’s intent not to renew this Agreement.

     4.  Compensation and Benefits . The compensation and benefits payable to the Executive during the Term shall be as follows:

          (a) Salary . For all services rendered by the Executive under this Agreement, the Employer shall pay the Executive a salary (“Salary”) at the annual rate of three hundred thousand dollars ($300,000.00), subject to increases from time to time in the sole discretion of the Compensation Committee of the Board of Directors (the “Compensation Committee”). Salary shall be payable in periodic installments in accordance with the Employer’s usual practice for its senior executives.

          (b) Performance Bonus . The Executive may be awarded performance bonuses on an annual basis, commencing with a bonus that may be awarded for the 2008 calendar year, as determined by the Board of Directors or the Compensation Committee in the sole discretion of the Board of Directors or Compensation Committee, respectively; provided, however, that the bonus for any such year shall not exceed forty percent (40%) of Salary for such year. The performance bonus, if any, shall be paid to the Executive within thirty (30) days after the Board of Directors or the Compensation Committee determines whether and to what extent performance goals were achieved, but no later than March 15 next following the end of the calendar year for which the performance bonus, if any, was earned.

          (c) Employment Bonus . The Employer shall pay the Executive a one-time employment bonus equal to one hundred thousand dollars ($100,000.00), payable on the Effective Date.

          (d) Stock Options. All options to purchase shares of common stock of the Employer issued to the Executive in accordance with the Employer’s stock option plan and the Executive’s stock option agreement thereunder which have not vested as of the time any Change in Control (as defined in Section 7(c)) occurs, shall automatically vest upon such occurrence.

          (e) Regular Benefits . The Executive shall also be eligible to participate in any employee benefit plans, medical insurance plans, life insurance plans, disability income plans, retirement plans, vacation plans, expense reimbursement plans and other benefit plans which the Employer may from time to time have in effect for all or most of its senior executives. Such participation shall be subject to the terms of the applicable plan documents, generally applicable policies of the Employer, applicable law and the discretion of the Board of Directors, the Compensation Committee or any administrative or other committee provided for in or contemplated by any such plan. Nothing contained in this Agreement shall be construed to create any obligation on the part of the Employer to establish any such plan or to maintain the effectiveness of any such plan which may be in effect from time to time.

          (f) Automobile . During the Term, the Employer shall provide the Executive with an automobile allowance of $995 per month to compensate the Executive for expenses related to the use of an automobile and reasonable business-related expenses associated with such automobile and its maintenance and operation.

          (g) Taxation of Payment and Benefits . The Employer shall undertake to make deductions, withholdings and tax reports with respect to payments and benefits under this Agreement to the extent that it reasonably and in good faith believes that it is required to make such deductions, withholdings and tax reports. Payments under this Agreement shall be in amounts net of any such deductions or withholdings. Nothing in this Agreement shall be

construed to require the Employer to make any payments to compensate the Executive for any adverse tax effect associated with any payments or benefits or for any deduction or withholding from any payment or benefit.

          (h) Place of Performance and Relocation Expenses. The Executive’s main office will be located at the Employer’s main office in Melville, New York or at any other location where such offices are moved. The Employer will reimburse the Executive for travel and living expenses incurred by the Executive in traveling from his residence in Massachusetts to Melville, New York or any other location where such offices are moved, and while temporarily residing at or near such location in connection with his employment with the Employer, during the period that the Executive maintains a residence in Massachusetts and for two (2) years from the date of this Agreement. If at any time reimbursement for such expenses (whether paid before this Agreement was entered into, or after) is characterized by the Internal Revenue Service as compensation to the Executive, the Employer shall pay to the Executive an additional amount equal to the tax paid by the Executive on such compensation fully grossed up so that the amount retained by the Executive after payment of taxes on such amount equals the tax imposed on the reimbursement payments. Such tax gross-up payment shall be made by December 31 of the year following the year in which the Executive remits the related taxes.

          If, during the Term, the Executive determines to relocate his residence at any time while this Agreement is in effect, the Executive will be reimbursed for his relocation expenses, including but not limited to expenses incurred to find a house near the Employer’s main office, sales commissions payable to a real estate agent in connection with the sale of the Massachusetts residence, moving expenses and other expenses incurred incidental to the process of relocation.

          (i) Exclusivity of Salary and Benefits . The Executive shall not be entitled to any payments or benefits other than those provided under this Agreement, unless otherwise approved by the Board of Directors.

     5.  Extent of Service . During the Term, the Executive shall, subject to the direction and supervision of the Board of Directors, devote the Executive’s full business time, best efforts and business judgment, skill and knowledge to the advancement of the Employer’s interests and to the discharge of the Executive’s duties and responsibilities under this Agreement. The Executive shall not engage in any other business activity, except as may be required by the Transition Agreement, effective as of June 1, 2008, by and between the Executive and EnduraCare Therapy Management, Inc. (a copy of which has been provided to the Employer) or except as may be approved by the Board of Directors; provided that nothing in this Agreement shall be construed as preventing the Executive from (a) investing the Executive’s assets in any company or other entity in a manner not prohibited by Section 8(d), or (b) engaging in religious, charitable or other community or non-profit activities that, in the case of (a) or (b) above, do not in any way impair the Executive’s ability to fulfill the Executive’s duties and responsibilities under this Agreement.

     6.  Termination and Termination Benefits . Notwithstanding any other provision of this Agreement, (i) the Employer may terminate the Executive’s employment hereunder at any time with or without Cause (as defined in Section 7(a)) at its election; (ii) the Executive may terminate the Executive’s employment hereunder at any time with or without Good Reason (as defined in Section 7(b)) at the Executive’s election; (iii) Executive’s employment hereunder shall automatically terminate upon the Executive’s death; (iv) the Executive’s employment shall terminate upon the Executive’s disability as provided in Section 6(c); and (v) the Executive’s employment shall terminate at the end of the then-current Term upon the Executive’s delivery of

notice of nonrenewal as provided in Section 3. The date of termination of the Executive’s employment hereunder, whether upon termination by either the Employer or the Executive as provided in this Agreement or by reason of the Executive’s death or disability, is the “Termination Date.” Any termination of employment hereunder shall be effective upon, (i) in the case of nonrenewal by the Executive, the date of scheduled termination of the then-current Term, (ii) the date of receipt by the non-terminating party of a notice of termination from the terminating party with or without Cause (in the case of a termination by the Employer) or with or without Good Reason (in the case of a termination by the Executive), (iii) the date of death, or (iv) after the onset of disability as provided in Section 6(c), as the case may be; provided that, in the case of a termination by the Employer, the Employer may specify in the notice of termination a later termination date (which date shall be no later than thirty (30) days after the date of such notice of termination). The amounts payable to the Executive and other benefits provided to the Executive under this Section 6 shall be referred to as “Termination Benefits.” Payment of the Termination Benefits under this Section 6 shall be subject to Section 22 of this Agreement.

          (a) Termination by the Employer for Cause, by the Executive without Good Reason or notice of nonrenewal by the Executive . If, during the Term, (i) the Employer terminates the Executive’s employment for Cause, (ii) the Executive terminates his employment with the Employer without Good Reason, or (iii) the Executive provides the Employer with notice of non-renewal, the Executive shall be entitled to:

     (i) accrued but unpaid Salary through the Termination Date;

     (ii) cash in lieu of any accrued but unused vacation through the Termination Date (the payments provided in (i) and (ii) above collectively referred to as the “Accrued Obligations”); and

     (iii) any benefits accrued or payable to the Executive under the Employer’s benefit plans (in accordance with the terms of such benefit plans and subject to Section 22 of this Agreement) (the “Other Benefits”).

     The Accrued Obligations shall be paid in a lump sum in cash within five (5) days after the Termination Date. Upon payment or provision of the Accrued Obligations and the Other Benefits, if any, the Employer shall have no further obligations to the Executive under this Agreement.

          (b) Termination by the Executive for Good Reason, by the Employer Without Cause, or following notice of nonrenewal by the Employer. If, during the Term, (i) the Executive terminates his employment with the Employer for Good Reason within a period of 90 days after the occurrence of an uncured event of Good Reason, (ii) the Employer terminates the Executive’s employment with the Employer without Cause, or (iii) the Employer terminates the Executive’s employment within 90 days following Employer’s termination of this Agreement by reason of having delivered a notice of nonrenewal, the Executive shall be entitled to:

     (i) the Accrued Obligations, payable in a lump sum in cash, within five (5) days after the Termination Date;

     (ii) an amount equal to the Salary, at the rate in effect on the Termination Date, that would have been paid to the Executive as if there had been no termination described in this Section 6(b) through the expiration of the then-current Term, payable in a lump sum in cash within five (5) days following the Termination Date;

     (iii) an amount equal to one hundred and forty percent (140%) of Salary in effect on the Termination Date, payable in a lump sum in cash within five (5) business days after the Termination Date;

     (iv) continuation of group health plan benefits to the extent authorized by and consistent with 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), with the cost of the regular premium for such benefits shared in the same relative proportion by the Employer and the Executive as in effect on the Termination Date, provided that the Executive’s entitlements under this clause (iv) shall terminate as of the earlier of (x) one (1) year from the Termination Date or (y) the date of commencement of eligibility for health insurance pursuant to other employment or self-employment (such period of continuation, the “Termination Benefits Period”);

     (v) accelerated vesting of all options to purchase shares of common stock of the Employer issued to the Executive in accordance with the Employer’s stock option plan and the Executive’s stock option agreement thereunder; and

     (vi) the timely payment or provision of Other Benefits, if any.

     Notwithstanding the foregoing, nothing in this Section 6(b) shall be construed to affect the Executive’s right to receive COBRA continuation entirely at the Executive’s own cost to the extent that the Executive may continue to be entitled to COBRA continuation after the Executive’s right to cost sharing under Section 6(b)(iii) ceases. The Executive shall be obligated to give prompt notice of the date of commencement of any employment or self-employment and shall respond promptly to any reasonable inquiries concerning any employment or self-employment in which the Executive engages during the Termination Benefits Period.

          (c) Death . If, during the Term, the Executive’s employment with the Employer is terminated by reason of the Executive’s death, the Executive’s estate shall be entitled to:

     (i) the Accrued Obligations, payable in a lump sum in cash, within five (5) days after the Termination Date;

     (ii) a pro-rata performance bonus for the year of termination, calculated by multiplying (A) the Executive’s performance bonus, as awarded by the Board of Directors or the Compensation Committee after determining whether and to what extent performance goals were achieved for the Pro-rata Period (as defined below), by (B) a fraction (the “Pro-rata Period”), the numerator of which shall be the number of days the Executive was employed in the applicable performance period and the denominator of which shall be the number of days in the applicable performance period. The pro-rata performance bonus shall be paid to the Executive’s estate within thirty (30) days after the Board of Directors or the Compensation Committee determines whether and to what extent performance goals were achieved for the Pro-rata Period, but no later than March 15 next following the end of the calendar year for which the pro-rata performance bonus, if any, was earned; and

     (iii) the timely payment or provision of Other Benefits, if any.

          (d) Disability . If the Executive shall be physically or mentally disabled so as to be unable to perform substantially all of the essential functions of the Executive’s then existing

position or positions under this Agreement with or without reasonable accommodation, the Board of Directors may remove the Executive from any responsibilities and/or reassign the Executive to another position with the Employer for the remainder of the Term or during the period of such disability. Notwithstanding any such removal or reassignment, the Executive shall continue to be employed by the Employer and shall receive a payment equal to the lesser of (i) the Salary that he would have received through the date that is six (6) months after the onset of the disability, or (ii) the Salary that he would have received through the termination of the then Term (less any disability pay or sick pay benefits to which the Executive may be entitled under the Employer’s plans and policies), payable in a lump sum in cash within five (5) days following the date on which the Executive is determined to be disabled. In addition, Executive shall be entitled to any annual bonus that is earned within the period described in the foregoing sentence, which bonus shall be payable at the normal time for payment of bonuses, as prescribed in Section 4(b). Executive also shall continue to receive other benefits under Section 4 of this Agreement (except to the extent that the Executive may be ineligible for one or more such benefits under applicable plan terms) until the earlier of (i) the date that is six (6) months after the onset of the disability and (ii) the termination of the Term, at which time this Agreement shall terminate and the Executive shall be entitled only to the Accrued Obligations, and the Employer shall have no further obligation to the Executive under this Agreement. If any question shall arise as to whether the Executive is disabled so as to be unable to perform substantially all of the essential functions of the Executive’s then existing position or positions with or without reasonable accommo