Exhibit




Exhibit 10(as)                                                                


INVACARE CORPORATION


INDEMNITY AGREEMENT






         THIS  AGREEMENT  is  made as of the 1st  day of  April, 2015,  by and between  INVACARE  CORPORATION,  an Ohio corporation  (the  "Corporation"),  and Matthew E. Monaghan ("Indemnitee"), a Director and/or an Officer of the Corporation.


         WHEREAS,  it is  essential  to the  Corporation  to retain  and  attract as Directors  and/or  Officers  the  most  capable  persons   available,   such  as Indemnitee; and


         WHEREAS,  the  prevalence of corporate  litigation  subjects  directors and officers to expensive  litigation risks, and it is the policy of the Corporation to  indemnify  its  Directors  and/or  Officers  so as to provide  them with the maximum possible protection permitted by law; and


         WHEREAS, in addition,  because the statutory indemnification  provisions of the Ohio Revised Code expressly provide that they are  non-exclusive,  it is the policy of the Corporation to indemnify  Directors and Officers who, on behalf of the Corporation,  have entered into settlements of derivative suits or have paid judgments,  fines or  penalties  therefor,  provided  they have not breached the applicable statutory standard of conduct; and


         WHEREAS,  Indemnitee  does not regard the  protection  available  under the Corporation's  Code of  Regulations  and  insurance,  if any, as adequate in the present  circumstances,  and  considers it necessary and desirable to his or her service  as a  Director  and/or  Officer  to have  maximum  protection,  and the Corporation  desires to provide such protection to induce Indemnitee to serve in such capacity; and


         WHEREAS,  the Ohio Revised Code Section  1701.13(E)  and the  Corporation's Code of Regulations  Article V(a) provide that  indemnification of Directors and Officers  of the  Corporation  may  be  authorized  by  agreement,  and  thereby contemplates  that  contracts  of this  nature may be entered  into  between the Corporation  and Indemnitee with respect to  indemnification  of Indemnitee as a Director or an Officer of the Corporation.


         NOW, THEREFORE,  for good and valuable  consideration,  the sufficiency and adequacy of which is hereby  acknowledged,  the  Corporation  and  Indemnitee do hereby agree as follows:


     1.     Agreement to Serve. Indemnitee agrees to serve or continue to serve as a Director  and/or  Officer  of the  Corporation  for so long as he or she is duly elected  or  appointed  or  until  such  time  as he or she  tenders  his or her resignation in writing or is otherwise terminated or removed from office.







         The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on the Corporation hereby in order to induce  Indemnitee to serve or continue to serve as a Director  and/or  Officer of the Corporation,  and acknowledges that Indemnitee is relying upon this Agreement in continuing in such capacity.


     2.     Definitions. As used in this Agreement:


         The term "Proceeding" shall include any threatened,  pending,  or completed action,  suit  or  proceeding,  whether  brought  by  or in  the  right  of  the Corporation  or otherwise and whether of a civil,  criminal,  administrative  or investigative  nature, in which Indemnitee may be or may have been involved as a party, a participant (such as a witness) in or otherwise,  by reason of the fact that  Indemnitee is or was a Director and/or  Officer of the  Corporation  or any  subsidiary of the  Corporation,  by reason of any action taken by  Indemnitee  or of any inaction on his or her part while acting as such a Director and/or Officer, or by reason of the fact that he or she is or was  serving  at the  request  of the  Corporation  as a  director, officer,  member or  manager,  partner,  trustee,  employee  or agent of another corporation,  domestic or foreign, non-profit or for-profit, a limited liability company or a partnership, joint venture, trust or other enterprise; in each case whether or not he or she is acting or serving in any such  capacity  at the time any liability or expense is incurred for which  indemnification or reimbursement can be provided under this Agreement.


         The  term  "Expenses"  shall  include,  without  limitation,   expenses  of investigations,  judicial or administrative  proceedings or appeals,  attorneys' fees  and   disbursements,   any  expenses  of   establishing   a  right  to indemnification  under Paragraph 10 of this Agreement and all other costs and expenses incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness or participate in, any Proceeding.  However, Expenses shall not include the amount  of  judgments,  fines  or  penalties  against  or  settlements  paid  by Indemnitee.


         References  to  "other  enterprise"  shall  include,   without  limitation, employee benefit plans; references to "fines" shall include, without limitation, any excise tax assessed with respect to any employee benefit plan; references to "serving at the request of the Corporation" shall include,  without  limitation, any service as a Director or Officer of the Corporation which imposes duties on, or involves  services  by, such  Director or Officer with respect to an employee benefit plan, its participants or beneficiaries;  and a person who acted in good faith and in a manner he or she reasonably  believed to be in the best interests of the  participants  and  beneficiaries  of an employee  benefit  plan shall be deemed to have  acted in a manner  "not  opposed  to the best  interests  of the Corporation" as referred to in this Agreement.


     3.     Indemnity in Third-Party  Proceedings.  The Corporation  shall indemnify Indemnitee in accordance  with the  provisions of this Paragraph 3 if Indemnitee is a party to or threatened  to be made a party to or otherwise  involved in any Proceeding  (other than a Proceeding  by or in the right of the  Corporation  to procure a judgment in its favor) by reason of the fact that Indemnitee is or was a Director and/or Officer of the Corporation or a subsidiary of the Corporation, or is or was serving at the request of the  Corporation as a director,  officer, member or manager,  partner,  trustee, employee or agent of another corporation, domestic or foreign,  non-profit or for-profit, a 





limited liability company or a partnership,  joint venture,  trust or other  enterprise,  against all Expenses, judgments, settlements, fines and penalties, actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding,  but only  if  Indemnitee  acted  in  good  faith  and in a  manner  which  he or she reasonably  believed  to be in or not  opposed  to  the  best  interests  of the Corporation and, in the case of a criminal  proceeding,  had no reasonable cause to believe that his or her conduct was  unlawful.  The  termination  of any such Proceeding by judgment, order of court, settlement, conviction or upon a plea of nolo contendere,  or its equivalent,  shall not, of itself, create a presumption that  Indemnitee  did not act in good  faith  and in a  manner  which  he or she reasonably  believed  to be in or not  opposed  to  the  best  interests  of the Corporation,  and with respect to any criminal proceeding,  that such person had reasonable cause to believe that his or her conduct was unlawful.


     4.      Indemnity  for  Expenses  in  Proceedings  by or in  the  Right  of the Corporation.  The Corporation shall indemnify  Indemnitee in accordance with the provisions  of this  Paragraph 4 if Indemnitee is a party to or threatened to be made a party to any Proceeding by or in the right of the  Corporation to procure a  judgment  in its  favor by reason  of the fact  that  Indemnitee  is or was a Director and/or Officer of the  Corporation or a subsidiary of the  Corporation, or is or was serving at the request of the  Corporation as a director,  officer, member or manager,  partner,  trustee, employee or agent of another corporation, domestic or foreign,  non-profit or for-profit, a limited liability company or a partnership,  joint  venture,  trust or other  enterprise,  against all Expenses actually and reasonably incurred by Indemnitee in connection with the defense of such Proceeding, but only if he or she acted in good faith and in a manner which he or she  reasonably  believed to be in or not opposed to the best interests of the Corporation, except that no indemnification for Expenses shall be made under this Paragraph 4 in respect of any claim, issue or matter as to which Indemnitee shall have been  adjudged by a court order or judgment,  by a court of competent jurisdiction,  to be liable to the  Corporation,  unless  and only to the extent that any  court in which  such  Proceeding  was  brought  shall  determine  upon application  that,  despite the adjudication of liability but in view of all the circumstances  of the case,  Indemnitee  is fairly and  reasonably  entitled  to indemnity for such expenses as such court shall deem proper.


     5.      Indemnity for Amounts Paid in Settlement  in  Proceedings  by or in the Right  of  the  Corporation.  The  Corporation  shall  indemnify  Indemnitee  in accordance  with the  provisions of this Paragraph 5 if Indemnitee is a party to or  threatened  to be made a party to any  Proceeding  by or in the right of the Corporation  to  procure  a  judgment  in its  favor by  reason of the fact that Indemnitee  is or  was  a  Director  and/or  Officer  of  the  Corporation  or a subsidiary  of the  Corporation,  or is or was  serving  at the  request  of the Corporation  as a  director,  officer,  member  or  manager,  partner,  trustee, officer,  employee,  or agent  of  another  corporation,  domestic  or  foreign, non-profit or for-profit,  a limited liability  company or a partnership,  joint venture, trust or other enterprise,  against all amounts actually and reasonably paid in settlement by Indemnitee  in connection  with any such  Proceeding,  but only if he or she acted in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the Corporation.


     6.      Indemnity for Amounts Paid for in Judgments in Proceedings by or in the Right  of  the  Corporation.  The  Corporation  shall  indemnify  Indemnitee  in accordance  with the  provisions 





of this Paragraph 6 if Indemnitee is a party to or  threatened  to be made a party to any  Proceeding  by or in the right of the Corporation  to  procure  a  judgment  in its  favor by  reason of the fact that Indemnitee  is or  was  a  Director  and/or  Officer  of  the  Corporation  or a subsidiary  of the  Corporation,  or is or was  serving  at the  request  of the Corporation  as a  director,  officer,  member  or  manager,  partner,  trustee, officer,  employee,  or agent  of  another  corporation,  domestic  or  foreign, non-profit or for-profit,  a limited liability  company or a partnership,  joint venture, trust or other enterprise,  against all judgments,  fines and penalties actually and  reasonably  incurred by  Indemnitee  in  connection  with any such Proceeding,  but only if he or she acted in good faith and in a manner  which he or she reasonably  believed to be in or not opposed to the best interests of the Corporation.


     7.      Indemnification of Expenses as a Witness in a Proceeding.  The Corporation shall indemnify the Indemnitee in accordance with the provisions of this Paragraph 7 if the Indemnitee's involvement in a Proceeding is to prepare to serve and serve as a witness, and not as a party, against all Expenses actually and reasonably incurred in connection therewith. As a condition to any such indemnification provided by the Corporation under this Paragraph 7, Indemnitee agrees to use his or her best efforts to cooperate and coordinate with the Corporation in his or her preparation for, and participation in, any Proceeding.  Notwithstanding anything contained in this Paragraph 7 to the contrary, the Corporation shall not be obligated to indemnify Indemnitee or advance any expenses in connection with the service by Indemnitee as a witness if it is determined that Indemnitee’s service is or will be adverse or hostile to the Corporation (an “Adverse Witness”), as determined by an Independent Law Firm (as that term is defined in Paragraph 11).  In making such determination, the Independent Law Firm shall take into account all factors that it considers to be relevant, including, but not limited to, the nature of the claim or Proceeding; the position or involvement of Indemnitee; the level of cooperation between Indemnitee and the Corporation prior to, during and in connection with the Proceeding at issue; and other factors the Independent Law Firm considers relevant.


8.  Indemnification  of Expenses of Successful Party.  Notwithstanding  any other  provision  of this  Agreement,  to the extent  that  Indemnitee  has been successful on the merits or otherwise in defense of any Proceeding or in defense of any claim,  issue or matter therein,  including  dismissal without prejudice, Indemnitee  shall be  indemnified  against all Expenses  incurred in  connection therewith.


     9.     Advances  of  Expenses.  Any  Expenses  incurred  by  or on  behalf  of Indemnitee  pursuant to Paragraphs 3, 4 or 7 in any Proceeding shall be paid by the Corporation as incurred by Indemnitee and in advance of the final disposition of the applicable Proceeding upon the written  request of  Indemnitee  if  Indemnitee shall  undertake in writing to repay such amount to the extent  that it is  ultimately determined by clear and convincing evidence in a court that Indemnitee is not entitled to indemnification hereunder, and (b) reasonably cooperate with the Corporation concerning the action, suit or proceeding giving rise to the Expenses.    Any  advances to be made under this  Paragraph 9 shall be paid by the Corporation  to  Indemnitee  within  twenty  (20) days  following  delivery of a written request therefor by Indemnitee to the Corporation.


     10. Procedure. Any indemnification and advances provided for in Paragraph 3, 4, 5, 6, 7, 8 and 9 shall be made no later than twenty  (20) days after  receipt of the written request of Indemnitee.  





If a claim under this  Agreement,  under any statute,  or under any provision of the  Corporation's  Code of  Regulations  or Articles of Incorporation providing for indemnification,  is not paid in full by the  Corporation  within  twenty  (20) days after a written  request for payment thereof has been first  received by the  Corporation,  Indemnitee  may, but need not, at any time  thereafter  bring an action against the Corporation to recover the unpaid  amount of the claim and,  subject  to the other  provisions  of this Agreement,  Indemnitee  also shall be  entitled  to be paid for the  Expenses of bringing  such action.  It shall be a defense to any such action  (other than any claim for indemnification for Expenses pursuant to Paragraph 7 or an action brought to enforce a claim for Expenses  incurred in connection  with any action,  suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible  under applicable law for the Corporation to indemnify  Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Corporation and Indemnitee  shall be entitled to receive  advance  payments  of expenses  pursuant to  Paragraph 9 hereof unless and until such defense may be finally  adjudicated  by court order or judgment  from which no further  right of appeal  exists.  It is the parties' intention   that   if   the   Corporation   contests   Indemnitee's   right   to indemnification,  the question of Indemnitee's right to indemnification shall be for the  court  to  decide.  There  shall  exist  in such  action  a  rebuttable presumption that Indemnitee has met the applicable standard(s) of conduct and is therefore  entitled to indemnification  pursuant to this Agreement.  Neither the failure of the Corporation  (including its Board of Directors,  any committee or subgroup  of  the  Board  of  Directors,   independent   legal  counsel  or  its shareholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances  because Indemnitee has met the applicable  standard of conduct as may be required by applicable law, nor any actual determination by the Corporation (including its Board of Directors,  any committee or subgroup of the Board of Directors,  independent legal counsel,  or its  shareholders)  that Indemnitee has not met such applicable standard of conduct, shall (a) constitute a defense to such action,  (b) create a presumption  that  Indemnitee has or has not  met  the  applicable  standard  of  conduct,  or (c)  otherwise  alter  the presumption in favor of Indemnitee referred to in the preceding sentence.


     11. Allowance for Compliance with SEC Requirements. Indemnitee acknowledges that the  Securities and Exchange  Commission  ("SEC") has expressed the opinion that  indemnification  of directors  and  officers  from  liabilities  under the Securities  Act of 1933,  as amended (the "Act"),  is against  public  policy as expressed  in the  Act  and  is,  therefore,  unenforceable.  Indemnitee  hereby acknowledges  and agrees that it will not be a breach of this  Agreement for the Corporation to undertake with the SEC in connection  with the  registration  for sale of any capital stock or other  securities of the  Corporation  from time to time that,  in the event a claim for  indemnification  against such  liabilities (other than the  payment by the  Corporation  of expenses  incurred or paid by a director or officer of the Corporation in the successful  defense of any action, suit or proceeding)  is asserted in connection  with such capital stock or other securities being registered,  the Corporation will, unless in the written opinion of a competent outside law firm that has not provided any services to the Corporation or Indemnitee (or their respective affiliates) (“Independent Law Firm”) at any time over the prior twenty-four month period, the matter has been settled by controlling precedent, submit to a court of competent jurisdiction on the question of whether or not such indemnification by it is against  public  policy as expressed in the Act and will be governed by the final  adjudication  of such  issue.; provided that, unless the aforementioned Opinion is rendered, Indemnitee shall be entitled to receive  advance  payments  of expenses  pursuant to  Paragraph 9 hereof unless and 





until such determination with respect to public policy may be finally  adjudicated  by court order or judgment.    The Corporation shall provide Indemnitee a copy of all pleadings in such action and not object to Indemnitee joining such action as a party at his or her own expense (and without rights to indemnity under this agreement, including as an adverse party.  Indemnitee  further  agrees  that such submission  to a court of competent  jurisdiction  shall not be a breach of this Agreement.


     12. Indemnification  Hereunder Not Exclusive.  The indemnification provided by this  Agreement  shall not be deemed exclusive of any other rights to which Indemnitee  may be entitled under the Articles of  Incorporation  or the Code of Regulations of the  Corporation,  any  agreement,  any vote of  shareholders  or disinterested directors,  the Ohio General Corporation Laws, or otherwise,  both as to action in his or her official  capacity and as to  action  in  another capacity while holding such office.


         The indemnification under this Agreement for any action taken or not taken while serving in an indemnified  capacity  shall continue as to Indemnitee  even though he or she may have ceased to be a Director and/or Officer and shall inure to  the  benefit  of  the  heirs,  executors  and  personal  representatives of Indemnitee.


     13. Partial Indemnification.  If Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some claims,  issues or matters,  but not as to other  claims,  issues or  matters,  or for some or a portion of the Expenses,  judgments,  fines or penalties actually and reasonably incurred by Indemnitee or amounts  actually and reasonably paid in settlement by Indemnitee  in  the  investigation,   defense,   appeal  or  settlement  of  any Proceeding,  but  not  for the  total  amount  thereof,  the  Corporation  shall nevertheless  indemnify  Indemnitee for the portion of such claims, issues or matters or Expenses,  judgments,  fines, penalties or amounts paid in settlement to which Indemnitee is entitled.


     14. No Rights of Continued Employment.  Nothing contained in this Agreement is intended to create in Indemnitee any right to continued employment  with the Corporation.


     15. Reimbursement to Corporation by Indemnitee;  Limitation on Amounts Paid by Corporation. To the extent Indemnitee has been indemnified by the Corporation hereunder and later receives  payments from any insurance  carrier  covering the same  Expenses,  judgments,  fines,  penalties or amounts paid in  settlement so indemnified by the Corporation hereunder, Indemnitee shall immediately reimburse the Corporation hereunder for all such amounts received from the insurer.


         Notwithstanding anything contained herein to the contrary, Indemnitee shall not be entitled to recover amounts under this Agreement which, when added to the amount of indemnification payments made to, or on behalf of, Indemnitee,  under the Articles of Incorporation or Code of Regulations of the Corporation,  in the aggregate exceed the Expenses,  judgments,  fines, penalties and amounts paid in settlement actually and reasonably incurred by Indemnitee ("Excess Amounts"). To the extent the Corporation  has paid Excess Amounts to  Indemnitee,  Indemnitee shall be obligated to immediately  reimburse the Corporation  for such Excess Amounts.







         Notwithstanding  anything contained herein to the contrary, the Corporation shall  not  be  obligated under the terms of this Agreement to indemnify Indemnitee:


		
	(a) 
	or advance expenses to Indemnitee with respect to either (i) proceedings or claims  initiated or brought  voluntarily  by Indemnitee  and not by way of defense, or (ii) under Paragraph 7 herein if Indemnitee is determined to be an Adverse Witness except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise,  but such indemnification or advancement of expenses may be provided by the  Corporation  in specific cases if the Board of  Directors finds it appropriate;




		
	 (b) 
	subject to Paragraph 10, if it is proved by final judgment or adjudication by a court of competent jurisdiction to have been based upon or attributable to the Indemnitee's in fact having gained any personal  profit or advantage to which he or she was not legally entitled;




		
	 (c) 
	for any expenses incurred by Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent  jurisdiction  determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous;




		
	 (d) 
	for a disgorgement  of profits made from the purchase and sale by Indemnitee  of securities  pursuant  to  Section  16(b) of the Securities Exchange Act of 1934,  as  amended,  or similar provisions  of any state statutory law or common law; or




		
	 (e) 
	subject to Paragraph 10, for any Expenses,  judgment, fine or penalty in which there is either an opinion complying with the requirements of Paragraph 11 hereof, or a final judgment or adjudication by a court of competent jurisdiction, that the Corporation is prohibited  by applicable  law from paying as indemnity or for any other reason.




     16. Scope.  Notwithstanding  any other provision of this Agreement, except Paragraph 15 hereof,  the Corporation  hereby agrees to indemnify the Indemnitee to  the fullest extent   permitted   by  law, notwithstanding that such indemnification  is not specifically  authorized by the other provisions of this Agreement, the Corporation's Code of Regulations or Articles of Incorporation, or by statute. In the event of any change, after the date of this Agreement, in any  applicable  law,  statute  or  rule  which  expands  the  right  of an Ohio corporation to indemnify a member of its board of directors or an officer,  such change shall be deemed to be within the purview of the  Indemnitee's  rights and the Corporation's  obligations under this Agreement.  In the event of any change in any  applicable  law,  statute  or rule  which  narrows  the right of an Ohio corporation to indemnify a member of its board of directors or an officer,  such change, to the extent not otherwise  required by such law, statute or rule to be applied  to this  Agreement,  shall  have no  effect  on this  Agreement  or the parties' rights and obligations hereunder.







     17. Notice to Insurers. If, at the time of the receipt of a written request of Indemnitee  pursuant to Paragraph 9 hereof,  the Corporation has director and officer liability  insurance in effect, the Corporation shall give prompt notice of the  commencement  of such  proceeding to the insurers in accordance with the procedures  set  forth  in  the  respective  policies.  The  Corporation shall thereafter take all necessary or desirable action, using commercially reasonable efforts, to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable  as a result of such  proceeding  in  accordance with the terms of such policies.


     18.  Continuation of Rights and Obligations.  All rights and obligations of the Corporation and Indemnitee hereunder shall continue in full force and effect despite the subsequent  amendment or modification of the Corporation's  Articles of  Incorporation  or Code of  Regulations,  as such are in effect on the date hereof,  and such  rights  and  obligations  shall not be  affected  by any such amendment or  modification,  any resolution of directors or  shareholders of the Corporation, or by any other corporate action which conflicts with or purports to amend, modify, limit or eliminate any of the rights or  obligations of the Corporation and/or Indemnitee hereunder.


     19.  Amendment and Modification.  This Agreement may only be amended, modified  or  supplemented by the written  agreement of the Corporation and Indemnitee.


     20. Assignment.  This Agreement shall not be assigned by the Corporation or Indemnitee without the prior written consent of the other party thereto, except that the  Corporation  may freely assign its rights and  obligations under this Agreement to any subsidiary for whom  Indemnitee is serving as a director and/or officer thereof;  provided,  however, that no permitted assignment shall release the assignor from its  obligations  hereunder.  Subject to the  foregoing,  this Agreement  and all of the  provisions  hereof shall be binding upon and inure to the benefit of the parties hereto and their  respective  successors and assigns, including, without  limitation,  any  successor  to the  Corporation  by way of merger,  consolidation and/or sale or disposition of all or substantially all of the capital stock of the Corporation.


     21.  Saving  Clause.  If this  Agreement  or any portion  thereof  shall be invalidated  on  any  ground  by  any  court  of  competent  jurisdiction,   the Corporation shall nevertheless  indemnify Indemnitee as to Expenses,  judgments, fines,  penalties and amounts paid in settlement  with respect to any Proceeding to the full extent  permitted by any  applicable  portion of this Agreement that shall not have been invalidated or by any other applicable law.


     22.  Counterparts.  This  Agreement may be executed in two or more fully or partially  executed  counterparts  each of which  shall be  deemed  an  original binding  the  signer  thereof  against  the  other  signing  parties,   but  all counterparts  together shall  constitute one and the same  instrument.  Executed signature pages may be removed from  counterpart  agreements and attached to one or more fully  executed  copies of this  Agreement.  The parties may execute and deliver this Agreement by facsimile signature, which shall have the same binding effect as an original ink signature.


     23. Notice.  Indemnitee shall, as a condition precedent to his or her right to be  indemnified  under  this  Agreement,  give to the  Corporation  notice in writing as soon as  practicable  of any claim made  against him or her for which indemnity  will  or  could  be  sought  under  this  Agreement.  





Notice  to  the Corporation shall be directed to the Corporation at its headquarters  located at One Invacare Way, Elyria, Ohio 44035, Attention: Chairman (or such other address as the Corporation  shall  designate in writing to Indemnitee).  Notice shall be deemed  received  three days after the date  postmarked if sent by prepaid mail, properly  addressed.  In addition,  Indemnitee  shall give the Corporation  such information  and  cooperation as it may reasonably  require within  Indemnitee's power.


     24. Applicable Law. All matters with respect to this Agreement,  including, without limitation, matters of validity,  construction,  effect and performance, shall be governed by and construed in  accordance  with the laws of the State of Ohio  applicable  to  contracts  made and to be  performed  therein  between the residents  thereof  (regardless  of the laws that might  otherwise be applicable under principles of conflict of law).




[signature page to follow]
     
    





IN WITNESS  WHEREOF,  the parties  hereby have caused this  Agreement to be duly executed and signed as of the day and year first above written.


                                                     
                                                  INVACARE CORPORATION 
THE "CORPORATION"






By:    /s/ Anthony C. LaPlaca
Its:    Senior Vice President & General Counsel 
    




“INDEMNITEE”






/s/ Matthew E. Monaghan