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                                                                   Exhibit 10.76

          AGREEMENT, dated as of May 12, 1999 (the "Agreement"), by and among
BIL Securities (Offshore) Limited ("BIL Offshore"), BIL (Far East Holdings)
Limited ("BIL Far East"; BIL Offshore and BIL Far East are collectively referred
to as "BIL"), and Graham-Field Health Products, Inc. ("Graham-Field").

                                   RECITALS:

          WHEREAS, BIL Offshore has agreed, in an agreement dated as of the date
hereof, between itself and Graham-Field, to cancel a certain note obligation
dated as of December 10, 1996, in the original principal amount of $4,000,000
with unpaid accrued interest of $72,000, in exchange for 2,036 shares of Series
D Preferred Stock (the "Preferred Stock") of Graham-Field issued on the date
hereof.

          NOW, THEREFORE, in consideration of the mutual covenants set forth
herein, and for other good and valuable consideration the receipt and adequacy
which are hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:

     1. Graham-Field shall have the sole and exclusive option for a period of
        one (1) year following the date hereof to convene a meeting of its
        stockholders or take such other corporate action, in accordance with
        applicable laws and regulatory requirements, as may be required to vote
        or obtain applicable corporate approval to exchange (the "Exchange")
        each share of Preferred Stock for 1,000 shares of common stock of
        Graham-Field.

     2. BIL hereby agrees that, if a meeting or other corporate action
        contemplated is held or taken by Graham-Field, BIL will vote all of its
        voting securities of Graham-Field in favor of the Exchange in accordance
        with Section 1.

     3. BIL hereby agrees to effect the Exchange immediately following the
        receipt by Graham-Field of applicable stockholder or other corporate
        approval, subject only to compliance with applicable laws and regulatory
        requirements of the New York Stock Exchange.

     4. This Agreement shall be binding upon and inure to the benefit of each
        party hereto and its successors and assigns. Any permitted assignee or
        transferee of voting securities held by BIL, in accordance with the
        terms of that certain Amended and Restated Stockholders Agreement dated
        as of September 23, 1996, as amended, by and between BIL Far East and
        Graham-Field, shall agree as a condition to such permitted assignment or
        transfer to be bound by the terms and provisions of this Agreement prior
        to such assignment or transfer.
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     5. This Agreement shall be governed by and construed in accordance with the
        laws of the State of New York.

     6. This Agreement may be executed in counterparts, each of which will be an
        original, but all of which will continue but one and the same
        instrument.

        IN WITNESS WHEREOF, the parties have entered into this Agreement the
day and year set forth above.

                                   BIL SECURITIES (OFFSHORE) LIMITED

                                   By: /s/ Rupert O.H. Morley
                                      ---------------------------------
                                      Name: Rupert O.H. Morley
                                      Title: Operations Director

                                   BIL SECURITIES (FAR EAST) LIMITED

                                   By: /s/ Rupert O.H. Morley
                                      ---------------------------------
                                      Name: Rupert O.H. Morley
                                      Title: Operations Director


                                   GRAHAM-FIELD HEALTH PRODUCTS, INC.

                                   By: /s/ John G. McGregor
                                      ---------------------------------
                                      Name: John G. McGregor
                                      Title: President, Chief
                                             Executive Officer