Exhibit 10.1



                     AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

         This Amendment No. 1 to Employment Agreement, dated as of November 17,
2004 ("Amendment No. 1"), amends the Employment Agreement, dated September 24,
2001(the "Initial Employment Agreement"), between Sarah L. Eames (the
"Executive") and Allied Healthcare International Inc., a New York corporation
(the "Company").

         WHEREAS, pursuant to the Initial Employment Agreement, the Executive
has been serving as the Chief Operating Officer and President of the Company;

         WHEREAS, on January 15, 2004, the Executive also became the Chief
Executive Officer of the Company;

         WHEREAS, the Executive and the Company desire to amend the Initial
Employment Agreement in the manner hereinafter set forth;

         NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:

         1. Section 1 of the Initial Employment Agreement is hereby amended to
read in its entirety as follows:


              SERVICES. The Company hereby agrees to employ you, and you hereby
         agree to be employed by the Company, on the terms and conditions
         hereinafter set forth. You will serve as Executive Vice President of
         the Company, and will render such services and perform such duties for
         the Company and its direct and indirect subsidiaries (collectively,
         with the Company, the "Company Group") as the Chief Executive Officer
         of the Company (the "CEO") or the Board of Directors may from time to
         time reasonably assign to you. You will, in addition, hold such
         offices, directorships and other positions with the Company Group to
         which you may from time to time be elected or appointed. Your authority
         shall be subject at all times to the direction and control of the Board
         of Directors and the CEO, and to the discretion of the Board of
         Directors to determine the policies of the Company Group. You agree to
         serve the Company Group to the best of your ability and to devote
         substantially all of your working time, attention, energy and skills
         exclusively to the business and affairs of the Company Group and to the
         promotion and advancement of its interests.

              2. Section 2(a) of the Initial Employment Agreement is hereby
         amended to read in its entirety as follows:

              (a) During your employment hereunder, you shall receive a base
         salary at the rate of Two Hundred Thousand Dollars ($200,000) per



         annum payable in accordance with the Company's normal payroll
         practices.

         3. Section 3(a)(i) of the Initial Employment Agreement is hereby
amended to read in its entirety as follows:

              (i) Subject to the occurrence of a Termination Event (as defined
         below), your employment under this Agreement shall be effective for a
         period of time (the "Term") starting on the date of the Initial
         Employment Agreement and continuing until May 17, 2006.

         4. Section 3(a)(ii) of the Initial Employment Agreement is hereby
amended by deleting clause (E) thereof.

         5. In Section 3(c) of the Initial Employment Agreement and in the
introductory paragraph of the Initial Employment Agreement, the words "President
and Chief Operating Officer" of the Company are hereby replaced with the words
"Executive Vice President" wherever they appear.

         6. Section 8 of the Initial Employment Agreement is hereby amended to
read in its entirety as follows:

         8. SEVERANCE COMPENSATION. In the event your employment is terminated
         by the Company for any reason whatsoever (other than your death or
         disability or the termination of your employment for "cause"), or if at
         any time during the Term of this Agreement you terminate your
         employment for "good reason," then (i) all stock options you hold in
         the Company's common stock or the securities of its subsidiaries shall
         vest immediately; (ii) you shall be entitled to receive your salary, as
         set forth in Section 2(a), through the end of the Term, payable in
         accordance with the Company's normal payroll practices; and (ii) the
         Company shall provide to you for a period of twelve (12) months
         following the date of termination, at the expense of the Company, the
         Company benefits to which you have been entitled immediately prior to
         the date of termination, provided that if at any time during such
         twelve (12) month period, you become entitled to or otherwise obtain
         some or all of such benefits, then the obligation of the Company to
         provide you with those benefits shall immediately cease.

         7. The third paragraph of Section 9 of the Initial Employment Agreement
is hereby amended to read in its entirety as follows:

         With a copy to:
         Brown Raysman Millstein Felder & Steiner LLP
         905 Third Avenue
         New York, New York 10022
         Attention:  Leslie J. Levinson, Esq.



         8. The Executive affirms that the representations and warranties set
forth in Section 7 of the Initial Employment Agreement are true and correct, as
if made as of the date of this Amendment No. 1.

         9. Except as amended hereby, the Initial Employment Agreement shall
remain in full force and effect.

         10. Nothing contained in this Amendment No. 1 shall (a) effect or
impair the right of the Executive to receive the special compensation of
$1,000,000 granted to her by the Board of Directors on November 16, 2004 for
past services rendered to the Company or (b) effect or impair the rights and
obligations of the parties under that certain Deed of Restrictive Covenants,
dated _________ 1999, between the Executive and Transworld Healthcare UK,
Limited (now known as Allied Healthcare Holdings Limited).

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         IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1
as of the date set forth above.

                                          ALLIED HEALTHCARE INTERNATIONAL INC.

                                          By: /s/ Timothy M. Aitken
                                              ----------------------------------
                                              Name:
                                              Title:
/s/ Charles Murphy
------------------------
Witness

                                          SARAH L EAMES

                                          /s/ Sarah L. Eames
                                          ----------------------------------

/s/ Charles Murphy
------------------------
Witness