0001012975-04-000194 Sample Contracts

Exhibit B ---------
Underwriting Agreement • July 6th, 2004 • Hyperion Partners Ii Lp • Services-home health care services

This letter is being delivered to you in connection with the proposed Underwriting Agreement (the "Underwriting Agreement"), between Allied Healthcare International Inc., a New York corporation (the "Company"), and you as representative of a group of Underwriters named therein, relating to an underwritten public offering of Common Stock, $0.01 par value (the "Common Stock"), of the Company.

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