Noncompetition Agreement BY And Between Allion Healthcare, Inc. And Mikelynn S.

Exhibit 10.24


NONCOMPETITION

AND NONSOLICITATION AGREEMENT


THIS NONCOMPETITION AND NONSOLICITATION AGREEMENT is made as of the 27th day of August 2002 (the " Start Date" ), by and between ALLION HEALTHCARE, INC., a New York corporation (" Allion" ) and Mike Lynn Salthouse (the " Employee" ).


WITNESSETH


WHEREAS, it is a condition precedent to the consummation of the transactions contemplated by the offer of employment that the parties hereto execute and deliver this Agreement.


NOW, THEREFORE, in consideration of the premises and the covenants and agreements hereinafter contained, and in consideration of each of the parties hereto entering into this Agreement, and intending to be legally bound hereby, the parties agree as follows:

1. Covenant Not to Compete . During the period of employment and for a period of one (1) year from the termination of employment (the " Restricted Period" ) the Employee agrees that he or she will not become engaged in or associated in any capacity with, employed by or financially interested in any enterprise, firm or corporation which is engaged in a business competitive to Allion within a fifty (50) mile radius of Allion.


2. Confidentiality . The Employee acknowledges that in connection with his or her association with Allion, the Employee will acquire and make use of confidential information and trade secrets (the " Confidential Information" ) of Allion related to the business of Allion, including, financial statements, internal memoranda, reports, customer lists, patient records and other materials or records of proprietary nature. In order to protect the Confidential Information, the Employee agrees that he or she will not, during the Restricted Period and for so long as any such Confidential Information may remain confidential, secret or otherwise wholly or partially protectable, exploit or use such information except in connection with his or her association with Allion or divulge the Confidential Information to any third party, unless Allion consents in writing to such exploitation, use or divulgence or the Employee is under a clear legal duty so to divulge and the Employee informs Allion of such duty. Upon termination of association with Allion, the Employee shall deliver to Allion all equipment, records and copies of records of Allion or any subsidiary of Allion which are then in his or her possession.

3. Non-Solicitation . During the Restricted Perio ...