EX-10 2 file2.htm WACHOVIA SECURITIES LLC RULE 10B5-1 TRADING PLAN

WACHOVIA SECURITIES, LLC
RULE 10B5-1 TRADING PLAN
(OPTIONS ONLY)

This trading plan is entered into on November 30, 2005 between the undersigned
to sell common stock of Allied Healthcare International, Inc. (Company).

A. IMPLEMENTATION

1. You appoint us as your agent to sell these shares as described below and in
compliance with Rule 10b5-1(c)(1) of the Securities Exchange Act of 1934,
and we accept that appointment. As your agent, we are authorized to take
any actions needed to implement this trading plan.

2. We will not execute any sales until after November 30, 2005. We will cease
selling shares on the earlier of November 30, 2007, or the date that the
total number of shares sold is 370,000. Under no circumstances will the
plan trading period be longer than two (2) years.

3. We will not sell these shares if we identify a market disruption, banking
moratorium, or other crisis that could affect our ability to sell.

4. If we cannot sell shares on any particular transaction day, then (select
one):

[ ] We may sell such shares as soon as practicable on the immediately
succeeding transaction day; however, in no event may such shares
be sold later than the fourth business day after that particular
transaction day.

[ ] Our obligation to sell shares on that particular transaction day
will be satisfied.

If any type of shortfall exists after the close of trading on the last
transaction day of the plan trading period, then our authority to sell such
shares will terminate.

5. Any daily trade amount or minimum sales price will be adjusted
automatically and proportionately to take into account a stock split,
reverse stock split or stock dividend.

B. EXERCISE OF OPTIONS

1. You authorize us to exercise options on your behalf. You will make
appropriate arrangements so that we can notify the Company when we exercise
options and to have the underlying common stock delivered to us. On our
request, you will complete and deliver to us the Employee Stock Option
Agreement and Notice of Intent to Exercise Stock Options (attached as
Exhibit B). We will send to the Company the options exercise price, along
with any amounts necessary to satisfy tax withholding obligations. Any tax
withholding and our fees will be deducted from the sales proceeds.

2. The options to be exercised are as follows:

------------------ --------------------- ---------------------------------- --------------- -----------------
GRANT DATE NUMBER OF OPTIONS DESIGNATION (SELECT ONE) STRIKE PRICE EXPIRATION DATE
------------------ --------------------- ---------------------------------- --------------- -----------------

11/13/2002 60,000 [ ] Qualified [X} Non- Qualified $4.700000 11/13/2012
------------------ --------------------- -------------- ------------------- --------------- -----------------
09/25/2003 300,000 [ ] Qualified [X} Non- Qualified $4.000000 09/25/2013
------------------ --------------------- -------------- ------------------- --------------- -----------------
06/03/2003 16,000 [ ] Qualified [X] Non- Qualified $4.000000 06/03/2013
------------------ --------------------- -------------- ------------------- --------------- -----------------
[ ] Qualified [ ] Non- Qualified
------------------ --------------------- -------------- ------------------- --------------- -----------------

3. We will exercise the above options in the following manner:

a. Order of Exercise (select one):

[ ] Exercise first those options with the earliest expiration
date.

[ ] Exercise first those options with the lowest exercise price.

[X} (Insert any other Instruction) 40,000 per month. See
Attachment #1 for additional instructions.

b. Date(s) of Sale (select one):

[ ] Each day that the exchange where these shares are traded is
open and when the reported opening per share price is equal to
or greater than $_________.

[ ] After the options vest, the first day that the exchange where
these shares are traded is open.

[X] (Insert any other criteria or conditions) 40,000 per month.
See Attachment #1 for additional instructions.

c. Number of Shares to Sell (select one):

[ ] ____________ shares.

[ ] The number of shares resulting in proceeds sufficient to fund
the exercise of options under this section.

As determined by the following formula: ______________________

______________________________________________________________

4. If the number of shares in your account is less than the number of shares
to be sold on a transaction day, we will exercise a sufficient number of
options to execute such sales in the manner specified below (select one):

[ ] Exercise first those options with the earliest expiration date.

[X] Exercise first those options with the lowest exercise price.

[ ] (Insert any other instruction) _________________________________.

5. We will in no event exercise any option if, at the time of exercise,
the exercise price of the option is equal to or greater than the market
price.

C. RESTRICTED STOCK

1. If these shares are restricted stock under Rule 144 of the Securities
Act of 1933, you will complete and deliver to us a Rule 144 Seller's
Representation Letter (attached as Exhibit A) and a Form 144 on
request. Form 144 will contain the following footnote: "The shares
covered by this Form 144 are being sold pursuant to a Rule 10b5-1
trading plan dated ______________, 20__, and the representation below
regarding the seller's knowledge of material information is as of the
adoption of that plan." We will file Form 144 on your behalf for shares
sold under this trading plan.

2. You represent that these shares are eligible for sale under Rule 144,
and you agree that you will not do anything that would make them
ineligible. Any volume limitations under Rule 144 must be complied with
at the time of sale. If you have taken action to sell other securities
of the Company, then you must notify us. Such sales may preclude us
from selling under this plan.

D. YOUR REPRESENTATIONS TO US

1. You are not aware of any inside information concerning the Company, and
if you later become aware of such information, you will not communicate
the information to us. You are entering into this plan in good faith,
with no intent to evade compliance with the securities laws.

2. These shares are not subject to any liens or other limitations on sale
other than those that may be imposed by Rule 144 under the Securities
Act of 1933.

3. You will notify us as soon as possible if an event occurs that would
prohibit any sale of these shares (such as legal, accounting, or
regulatory restriction, a change in control of the Company, or a
recapitalization of the Company's tock). Such notice must indicate the
duration of the restriction, but must not include any information that
would violate insider trading laws.

4. This trading plan does not violate (a) any law, (b) any agreement
binding on you, or (c) any judgment, order or decree of any
governmental body, agency or court having jurisdiction over you.

5. You will make no other arrangement involving these shares.

6. You will promptly file as required under Sections 13(d), 13(g) and 16
of the Securities Exchange Act of 1934.

7. Except as specified in Section B of this plan, you do not have, and
will not attempt to exercise, any influence over sales under this plan.

8. You have given the Company an opportunity to review this plan. The
Company has acknowledged the existence of this plan and that it does
not violate any insider trading policy of the Company.

9. You have consulted with your own advisors on legal, tax, business, or
financial aspects of this plan and have not relied on us in connection
with adopting it.

10. You will notify us immediately in writing if any of these
representations becomes false.

E. TERMINATION

1. This trading plan will be terminated by:

a. Completion of all sales contemplated under this plan; or

b. Either of us at any time, with at least thirty (30) days' written
notice; or

c. Our receipt of a notice regarding (i) an event that would
prohibit or restrict sales, (ii) your bankruptcy or insolvency,
or (iii) your death.

Any termination under subscription (b) or (c) of this section will require
you to enter into a new Rule 10b5-1 plan with us to continue your trading
arrangement.

2. Whenever you do not have insider information about the Company, you can
modify this agreement by executing a new Rule 10b5-1 trading plan.

F. INDEMNIFICATION: LIMITATION OF LIABILITY

1. You agree to indemnify and hold harmless us, and our directors, officers,
employees, agents and affiliates, against any claims (including any
expenses we incur) with respect to any lawsuit, investigation, or other
proceeding based on the transaction contemplated under this plan, except
for expenses incurred by you as a result of our gross negligence or willful
misconduct. This indemnification will survive termination of the plan.

2. Neither we nor any of our directors, officers, employees, agents or
affiliates will be liable to you or any other person or entity:

a. As a result of actions taken or not taken by any of us under this plan,
except in the case of our gross negligence or willful misconduct;

b. For special, indirect, punitive, exemplary or consequential damages, or
incidental losses or damages of any kind; or

c. For any failure to perform, or to cease performance, that results from a
circumstance beyond our control.

G. GENERAL

1. You will pay us $0.06 per share sold.

2. In addition to the General Account Agreement and Disclosure Document, this
trading plan constitutes the entire agreement between us and supersedes any
previous agreements or understandings. If the terms of this plan conflict
with the terms of the General Account Agreement and Disclosure Document,
this plan will govern.

3. You may not assign or delegate your rights and obligations under this plan
without our written permission. We may assign this trading plan to our
affiliates with written notice to you.

4. You and the Company will provide all notices to us either by facsimile at
(949) 759-4597 or by certified mail at the following address:

Wachovia Securities, LLC
620 Newport Center Drive, Suite 1600
Newport Beach, CA 92660
Attn: Tracy J. Riddle

5. This plan may be signed in counterparts, each of which will be an original,
with the same effect as if the signatures on all counterparts were on the
same document.

6. If any provision of this plan becomes inconsistent with any applicable law
or regulation, that provision will be modified or rescinded as needed to
comply with the law or regulation. All other provisions will remain in
effect.

7. This trading plan will be governed by the laws of the Commonwealth of
Virginia, exclusive of its choice of law rules.

IN WITNESS WHEREOF, we have entered into this trading plan as of the date
written above.

WACHOVIA SECURITIES, LLC
Signature: /s/ T.M. Aitken By: /s/ Tracy Riddle
---------------- ------------------
Name: Timothy M. Aitken Print Name: Tracy J. Riddle
----------------- ---------------
Title: Financial Advisor

By: /s/ D. Good
------------
Print Name: Dan Good
----------------
Title: Branch Manager

Acknowledged by:

Allied Healthcare International Inc. (Name of Company)
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/s/ Charles Murphy
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Print Name: Charles Murphy
-----------------------
Title: Chief Financial Officer
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