ALLION HEALTHCARE INC
SUBORDINATED SECURED PROMISSORY NOTE
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>9
<FILENAME>ex10-4.txt
<DESCRIPTION>SUBORDINATED SECURED PROMISSORY NOTE
<TEXT>




                                                                    Exhibit 10.4

                                                                  Execution Copy



                      SUBORDINATED SECURED PROMISSORY NOTE


$1,092,500.00                                                      May 1, 2003

                  FOR VALUE RECEIVED, the undersigned ALLION HEALTHCARE, INC., a
Delaware corporation (the "BORROWER"), promises to pay to DARIN A. PETERSON (the
"HOLDER"), the principal sum of ONE MILLION NINETY-TWO THOUSAND FIVE HUNDRED
DOLLARS ($1,092,500.00), plus accrued interest from the date hereof, at a rate
equal to the Prime Rate, as published in the Eastern Edition of The Wall Street
Journal plus two percent (2%) per annum (the "INTEREST RATE"), on the unpaid
principal amount outstanding hereunder from time to time. The Interest Rate
shall be reset on each Payment Date (as defined below) and shall apply for the
following payment period. Payments of principal and interest shall be made in
lawful money of the United States of America, to the address of record of the
Holder as set forth herein, or at such place as the Holder may designate in
writing. This Subordinated Secured Promissory Note (this "NOTE") is issued in
connection with that certain Stock Purchase Agreement (as modified and amended
from time to time, the "PURCHASE AGREEMENT"), of even date herewith, by and
among the Borrower, the Holder, and Allan H. Peterson. The obligations of the
Borrower under this Note are secured by certain assets of Borrower as set forth
in that certain Subordinated Security Agreement (as modified and supplemented
from time to time, the "SECURITY AGREEMENT"), of even date herewith, by and
among the Borrower, the Holder, Allan H. Peterson and Darin A. Peterson, as
collateral agent. Capitalized terms used and not otherwise defined herein shall
have the same meanings ascribed to them in the Security Agreement. In the event
of a conflict between the terms hereof and the terms of the Security Agreement,
the terms of the Security Agreement shall prevail.

                  Subject to Section 6(g) hereof, principal and interest on this
Note shall be due and payable as follows:

                  (i)     The entire unpaid balance of the principal shall be
                          due and payable on the date that is one (1) year from
                          the date hereof (the "MATURITY DATE");

                  (ii)    Beginning on the date hereof until the Maturity Date,
                          interest on the outstanding principal amount shall be
                          due and payable in arrears on a quarterly basis on
                          each of June 30, 2003, September 30, 2003, December
                          31, 2003, and March 31, 2004 (each a "PAYMENT DATE").
                          All computations of interest payable hereunder shall
                          be on the basis of a 365-day year and actual days
                          elapsed in the period of which such interest is
                          payable; and

                  (iii)   In the event that prior to the Maturity Date, Borrower
                          engages in (a) any underwritten public offering of any
                          shares of Borrower's capital stock resulting in
                          aggregate proceeds to Borrower in excess of $25
                          million or (b) a Borrower Acquisition Transaction, as
                          herein defined, shall have occurred, all outstanding
                          payments due under this Note shall become due and
                          payable within thirty (30) calendar days of the
                          consummation of such underwritten public offering or
                          Borrower Acquisition Transaction, as the case may be
                          (an "EARLY MATURITY DATE"). For purposes of this Note,
                          "BORROWER ACQUISITION TRANSACTION" shall mean (x) any
                          sale, lease, exchange, transfer or other disposition
                          of the assets of Borrower or any subsidiary of
                          Borrower constituting more than fifty percent (50%) of
                          the consolidated assets of Borrower or accounting for
                          more than fifty percent (50%) of the consolidated
                          revenues of Borrower in any one transaction or in a
                          series of related transactions, or (y) any offer to
                          purchase, tender offer, exchange offer or any similar
                          transaction or series of related transactions made by
                          any person or entity involving more than fifty (50%)


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                          of the outstanding shares of the capital stock of the
                          Borrower or (z) any merger, consolidation or similar
                          transaction to which Borrower is a party, other than
                          (a) any merger effected solely to implement a
                          recapitalization of the Borrower in which no person
                          acquires more than 50% of the combined voting power of
                          the Borrower's then outstanding securities, or (b) any
                          merger, consolidation or similar transaction between
                          or among the Borrower and any of its then wholly-owned
                          subsidiaries.

                  (iv)     In the event that any indemnification claim by the
                           Borrower pursuant to the terms and conditions of the
                           Purchase Agreement is pending at the time of the
                           Early Maturity Date or the Maturity Date, the lesser
                           of (a) the amount of such claim and (b) the sum of
                           the outstanding principal and all accrued but unpaid
                           interest on this Note, shall be placed in a third
                           party escrow account mutually acceptable to Borrower
                           and Holder until the time that such pending claim is
                           resolved.

       1. DEFAULT. In the case of the occurrence of one or more of the following
events (each, a "DEFAULT"): (i) the Borrower fails to make when due any payment
of principal or interest hereunder and such default is not cured within five (5)
calendar days; (ii) the Borrower becomes insolvent or generally fails to pay, or
admits in writing its inability to pay, any of its debts as they become due;
(iii) the Borrower applies for a trustee, receiver or other custodian for it or
a substantial part of its property; (iv) a trustee, receiver or other custodian
is appointed for the Borrower or for a substantial part of its property; (v) any
bankruptcy, reorganization, debt arrangement, or other case or proceeding is
commenced in respect of the Borrower; (vi) any representation or warranty made
by the Borrower in the Security Agreement or in any certificate, financial
statement or other document furnished pursuant thereto shall prove to have been
materially incorrect when made or (vii) (A) Borrower breaches any of the
covenants set forth in Sections 6(d) through (g), inclusive, or Section 9 of the
Security Agreement, (B) any default in the observance or performance of any of
the other conditions, covenants or agreements of Borrower set forth herein or in
the Security Agreement (other than as set forth above), and continuance thereof
for a period of ten (10) calendar days after the Collateral Agent delivers
written notice of such default to Borrower (or such other cure period which may
otherwise be applicable); or (viii) any default in any agreement between
Borrower and a third party that gives the third party the right to accelerate
the payment of $100,000 or more of any indebtedness owed to the third party
under such agreement, unless disputed in good faith; then, upon the occurrence
of any such event, all unpaid principal, accrued interest and other amounts
owing hereunder shall, at the option of the Holder, and in the case of an event
of default pursuant to (ii) through (v) above, automatically, be immediately
due, payable, and collectible by Holder pursuant to applicable law. Failure to
exercise this option shall not constitute a waiver of the right to exercise the
same at any other time.

                                      -2-



<PAGE>


       2. DEFAULT INTEREST. Upon the occurrence and the continuance of a
Default, any amount of principal not paid before the due date shall accrue
interest at a rate per annum equal to the Interest Rate plus five percent (5%)
per annum.

       3. WAIVER. Borrower hereby waives, to the fullest extent permitted by
applicable law, notice, demands, notice of nonpayment, presentment, protest and
notice of dishonor.

       4. ENFORCEMENT. Upon the occurrence of a Default, the Holder may employ
an attorney to enforce the Holder's rights and remedies and the Borrower hereby
agrees to pay to the Holder's reasonable attorneys' fees, plus all other
reasonable expenses incurred by the Holder in exercising any of the Holder's
rights and remedies upon default. The rights and remedies of the Holder as
provided in this Note shall be cumulative and may be pursued singly,
successively, or together against any other funds, property or security held by
the Holder for payment or security, in the sole discretion of the Holder. The
failure to exercise any such right or remedy shall not be a waiver or release of
such rights or remedies or the right to exercise any of them at another time.

       5. SUBORDINATION. The indebtedness evidenced by this Note is hereby
expressly subordinated, to the extent and in the manner hereinafter set forth,
in right of payment to the prior payment in full of the Senior Indebtedness. For
purposes hereof, "SENIOR INDEBTEDNESS" shall mean, unless expressly subordinated
to or made on a parity with the amounts due under this Note, the principal of,
unpaid interest on and amounts reimbursable, fees, expenses, costs of
enforcement by (x) wholesalers in the ordinary course of business and (y) any
lender for borrowed money (each, a "SENIOR LENDER") pursuant to the $6 million
revolving term credit facility under the Loan and Security Agreement by and
among Borrower, Mail Order Meds, Inc., Care Line of New York, Inc. and Heller
Healthcare Finance dated April 21, 1999 or any replacement of such facility. By
acceptance of this Note, Holder hereby authorizes the Collateral Agent to
execute and deliver, on Holder's behalf, customary forms of subordination
agreement requested from time to time by the Senior Lender. The Holder shall
enter into such subordination agreements consistent with the provisions of this
Section 5 as may be reasonably requested by the Senior Lender.

       6. MISCELLANEOUS. The following general provisions apply:

       (a) This Note, and the obligations and rights of the parties hereunder,
shall be binding upon and inure to the benefit of the Borrower, the Holder, and
their respective heirs, personal representatives, successors and assigns.

       (b) Changes in or amendments or additions to this Note may be made, or
compliance with any term, covenant, agreement, condition or provision set forth
herein may be omitted or waived (either generally or in a particular instance
and either retroactively or prospectively), upon written consent of the Borrower
and the Holder.

       (c) The undersigned and any holder hereof waive trial by jury in any
action or proceeding to which the undersigned and any such holder may be parties
arising out of or in connection with this Note.

       (d) In the event that the rate of interest provided for in this Note
exceeds the maximum rate permitted by law, such rate of interest shall be
reduced to the maximum rate of interest permitted by law.

       (e) All notices, requests, consents and demands shall be made in writing
and shall be mailed postage prepaid, or delivered by reliable overnight courier
or by hand, to the Borrower or to the Holder at their respective addresses set
forth below or to such other address as may be furnished in writing to the other
party hereto and shall be effective upon receipt:

                  If to the Borrower, at 33 Walt Whitman Road, Suite 200A,
Huntington Station, NY 11746, Attention: Chief Executive Officer.

                  If to the Holder, at 21 Flagstone, Coto de Caza, CA, 92679.

       (f) This Note shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the laws of the State of California.

       (g) Notwithstanding anything contained herein to the contrary, Borrower
has the right to set off amounts due to the Holders under this Note against any
purchase price adjustment and/or indemnification obligations that the Holders
have to Borrower pursuant to Section 1.7 or Article 9 of the Purchase Agreement.

                  IN WITNESS WHEREOF, the Borrower has caused this Note to be
executed in its corporate name by a duly authorized officer, by order of its
Board of Directors as of the day and year first above written.

                               ALLION HEALTHCARE, INC.


                               By:
                                   -----------------------------------
                                   Name:  Michael P.  Moran
                                   Title:  President and Chief Executive Officer





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</DOCUMENT>
