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<FONT SIZE=2><P ALIGN="CENTER"></FONT><B>FOURTH AMENDMENT AND WAIVER TO</P>
<P ALIGN="CENTER">THIRD AMENDED AND RESTATED</P>
</B><FONT SIZE=2><P ALIGN="CENTER"></FONT><B>CREDIT AGREEMENT</P>
</B><P>	THIS FOURTH AMENDMENT AND WAIVER TO THIRD AMENDED AND RESTATED CREDIT
AGREEMENT (this "Fourth Amendment") is made and dated as of August 25, 1999
among SUNRISE MEDICAL, INC., a Delaware corporation (the "Borrower"), the
subsidiaries of the Borrower signatory hereto as "Subsidiary Borrowers" or
"Guarantors", the lenders (the "Lenders") party hereto, and BANK OF AMERICA,
N.A., as Agent (the "Agent") and amends that certain Third Amended and Restated
Credit Agreement dated as of August 28, 1997 among the parties hereto, as
amended by a First Amendment and Waiver to Third Amended and Restated Credit
Agreement dated as of February 18, 1998, a Second Amendment to Third Amended and
Restated Credit Agreement dated as of August 26, 1998 and a Third Amendment
to Third Amended and Restated Credit Agreement dated as of April 28, 1999
(together with this Fourth Amendment, the "Agreement").</P>
<FONT SIZE=2><P ALIGN="CENTER"></FONT><B>RECITALS</P>
</B><P>	A.	The Borrower has advised the Agent and the Lenders that it
believes that it may be in default of Section 7.09 of the Agreement as of July
2, 1999, which would, in the absence of relief from the Lenders, constitute an
Event of Default under the Agreement.</P>
<P>	B.	Subject to the terms and provisions hereof, the Agent and the
Lenders have agreed to waive through September 30, 1999, the Event of
Default arising from the Borrower's violation of Section 7.09 of the Agreement
as of July 2, 1999 and the Agent, the Lenders and the Loan Parties have agreed
to amend the Agreement to increase the interest rate payable to the Lenders
thereunder, to reduce the availability thereunder and to confirm that the
Collateralization Date shall be September 30, 1999 all on the terms and
conditions set forth herein.</P>
<I><P>	NOW, THEREFORE,</I> for good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereby agree as
follows:</P>
<B><P>	1.	Terms.</B>  All terms used herein shall have the same meanings
as in the Agreement unless otherwise defined herein.  All references to the
Agreement shall mean the Agreement as hereby amended.</P>
<B><P>	2.	Amendments to Agreement.</B>  The Loan Parties, the Lenders and
the Agent hereby agree that the Agreement is amended as follows:</P>
<B><P>	2.1.	Reduction of Availability. </B> To limit the availability
under the Agreement from August 25, 1999 through September 30, 1999,
the following subsection shall be added to Section 2.01 of the Agreement:</P>
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<P>		"(c)	Notwithstanding anything in the Agreement to the contrary,
from August 25, 1999 through September 30, 1999, the Facility Usage
shall in no event exceed $112,500,000."</P></DIR>
</DIR>

<B><P>	2.2.	Pricing.  </B>To increase the interest rate retroactively to
July 3, 1999, the definition of "Applicable Margin" in Section 1.01 of the
Agreement is hereby amended and restated to read in its entirety as follows:</P>
<P>		"<U>Applicable Margin</U>" means,</P><DIR>
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<P>		(a) with respect to each Eurocurrency Rate Committed Advance, 3.50%
per annum,</P>
<P>		(b) with respect to the Standby Letter of Credit fees referred to in
Section 3.05(a), 3.50% per annum,</P>
<P>		(c) with respect to each Base Rate Advance, 2.25% per annum, and</P>
<P>		(d) with respect to the commitment fee referred to in Section
2.03(c), 0.75% per annum,</P></DIR>
</DIR>

<P>which Applicable Margins shall be effective retroactively to July 3,
1999, with such retroactive interest to be paid on the date when the next
payment of interest is otherwise due hereunder.</P>
<B><P>	2.3.	Collateralization.</B>  To revise the times by which the
Obligations are to be secured, the definition of "Collateralization Date" in
Section 1.01 of the Agreement is amended and restated in its entirety as
follows:</P><DIR>
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<P>		"<U>Collateralization Date</U>" means, unless all Obligations have
been paid in full and all Commitments terminated prior thereto,
September 30, 1999.</P></DIR>
</DIR>

<B><P>	2.4.	Notice to Noteholders</B>.  To ensure that the Noteholders are
advised of the Collateralization Date, there shall be added to the Credit
Agreement a new Section 6.17 reading in its entirety as follows:</P><DIR>
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<P>		"6.17	<U>Notice to Noteholders</U>.  If the Borrower shall
cancel or abandon its plans to issue high yield notes in September, 1999, the
Borrower shall give written notice to the Noteholders on or before the earlier
of (i) September 27, 1999 or (ii) three Business Days following such
cancellation or abandonment of the Borrower's intention to execute the
Collateral Documents.</P></DIR>
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<B><P>	3.	Waiver.  </B>By their execution hereof, the Lenders hereby waive
any Default or Event of Default arising from any failure of the Borrower to be
in compliance with Section 7.09 of the Agreement for the Fiscal Quarter ending
July 2, 1999.  The waiver granted herein shall expire on September 30,
1999.</P>

<B><P>	4.	Representations and Warranties.</B>  Each of the Loan Parties
jointly and severally represent and warrant to the Lenders and the Agent:</P>
<B><P>	4.1.	Authorization.</B>  The execution, delivery and performance of
this Fourth Amendment have been duly authorized by all necessary corporate
action by each of them and this Fourth Amendment has been duly executed and
delivered by each of them.</P>
<B><P>	4.2.	Binding Obligation.</B>  This Fourth Amendment is the legally
valid and binding obligation of each Loan Party, enforceable in accordance with
its terms against each of them respectively, except as such enforcement may be
limited by Debtor Relief Laws or equitable principles relating to the granting
of specific performance and other equitable remedies as a matter of judicial
discretion.</P>
<B><P>	4.3.	No Legal Obstacle to Agreement.</B>  Neither the execution of
this Fourth Amendment, the making by any Borrower or any borrowing under the
Agreement, nor the performance of the Agreement has constituted or resulted in
or will constitute or result in a breach of the provisions of any Contractual
Obligation to which any Loan Party is a party, or the violation of any
Requirement of Law, or result in the creation under any agreement or instrument
of any security interest, lien, charge, or encumbrance upon any of the assets of
any of them, except as contemplated hereby.  No approval or authorization of any
Governmental Agency is required by any Loan Party to permit the execution,
delivery or performance by any Loan Party of this Fourth Amendment, the
Agreement, or the transactions contemplated hereby or thereby, or the making of
any borrowing under the Agreement.</P>
<B><P>	4.4.	Incorporation of Certain Representations.</B>  After giving
effect to the terms of this Fourth Amendment, the representations and warranties
set forth in Article 5 of the Agreement, as amended hereby, are true and correct
in all material respects on and as of the date hereof as though made on and as
of the date hereof except to the extent any such representation or warranty is
expressly stated to be made as of any other date.</P>
<B><P>	4.5.	Default.</B>  After giving effect to the terms of this Fourth
Amendment, no default or Event of Default under the Agreement has occurred and
is continuing.</P>
<B><P>	4.6.	No Material Adverse Effect.</B>  Other than disclosed to the
Agent and the Lenders prior to the date hereof, no event or circumstances has
occurred since January 1, 1999 which constitutes a Material Adverse Effect
after giving effect to this Fourth Amendment.</P>
<B><P>	5.	Conditions, Effectiveness.</B>  The effectiveness of this Fourth
Amendment shall be subject to the compliance by the Borrower with its agreements
herein contained, and to the delivery of the following to the Agent in form and
substance satisfactory to the Agent:</P>
<B><P>	5.1.	Corporate Resolutions.</B>  A copy of a resolution or
resolutions passed by the Board of Directors of the Borrower, certified by the
Secretary or an Assistant Secretary of the Borrower as being in full force and
effect on the date hereof, authorizing the amendments to the Agreement herein
provided for and the execution, delivery and performance of this Fourth
Amendment and any note or other instrument or agreement required hereunder.</P>
<B><P>	5.2.	Authorized Signatories.</B>  A certificate, signed by the
Secretary or an Assistant Secretary of the Borrower dated the date hereof, as to
the incumbency of the person or persons authorized to execute and deliver this
Fourth Amendment and any instrument or agreement required hereunder on behalf of
the Borrower.</P>
<B><P>	5.3.	Amendment Fee.</B>  An Amendment fee for the account of each
Lender approving this Fourth Amendment prior to 5:00 p.m. (Los Angeles time) on
August 25, 1999 equal to 0.20% of such Lender's Commitment.</P>
<B><P>	5.4.	Attorney's Fees.</B>  Payment of all fees and expenses of the
Agent's outside and in-house counsel invoiced to the Borrower.</P>
<B><P>	5.5.	Other Evidence.</B>  Such other evidence with respect to the
Borrower or any other person as any Lender may reasonably request to establish
the consummation of the transactions contemplated hereby, the taking of all
corporate action in connection with this Fourth Amendment and the Agreement and
the compliance with the conditions set forth herein.</P>
<B><P>	6.	Miscellaneous.</P>
<P>	6.1.	Effectiveness of the Agreement.</B>  Except as hereby expressly
amended, the Agreement shall remain in full force and effect and is hereby
ratified and confirmed in all respects.</P>
<B><P>	6.2.	Acknowledgment of Obligations.</B>  The Borrower hereby (a)
confirms and agrees, on behalf of itself and each of its Subsidiaries, that it
and they are truly and justly indebted to the Agent and the Lenders for all
amounts due and owing under the Credit Agreement and the other Loan Documents
without defense, offset or counterclaim of any kind whatsoever and (b) reaffirms
and admits, on behalf of itself and each of its Subsidiaries, the validity and
enforceability of the Agreement and the other Loan Documents.</P>
<B><P>	6.3.	Effectiveness of Agreement and Loan Documents.</B>  (a) Except
as expressly amended hereby, the Loan Parties agree that each provision of the
Agreement and each provision of each other Loan Document shall continue to be
and shall remain, in full force and effect.  This Fourth Amendment shall not be
deemed or otherwise construed (a) to be a waiver of, or consent to, or a
modification or amendment of, any other term or condition of the Agreement or
any other Loan Document, (b) to be a commitment or any other undertaking by the
Lenders or any of them to engage in any restructuring of any aspect of the
Agreement or the Loan Documents, (c) to constitute any obligation to further
amend or otherwise modify the Agreement or any Loan Document or (d) to prejudice
any other right or rights which the Agent or the Lenders may now have or may
have in the future under or in connection with the Agreement or the Loan
Documents or any of the instruments or agreements referred to therein, as the
same may be amended or modified from time to time.</P>
<P>		(b)	This Fourth Amendment is specific in time and in intent and
does not constitute, nor should it be construed as, a waiver of any other right,
power or privilege under the Agreement, or under any agreement, contract,
indenture, document or instrument mentioned in the Agreement; nor does it
preclude any exercise thereof or the exercise of any other right, power or
privilege, nor shall any future waiver of any right, power, privilege or default
hereunder, or under any agreement, contract, indenture, document or instrument
mentioned in the Agreement, constitute a waiver of any other default of the same
or of any other term or provision.</P>
<B><P>	6.4.	Counterparts.</B>  This Fourth Amendment may be executed in
any number of counterparts and all of such counterparts taken together shall be
deemed to constitute one and the same instrument.  This Fourth Amendment shall
not become effective until each Loan Party, the counterparts, and the same shall
have been delivered to the Agent.</P>
<B><P>	6.5.	Jurisdiction.</B>  This Fourth Amendment, and any instrument
or agreement required hereunder, shall be governed by and construed under the
laws of the State of California.</P>

<I><P>	IN WITNESS WHEREOF, </I>the parties hereto have caused this Fourth
Amendment to be duly executed and delivered as of the date first written
above.</P><DIR>
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<B><P>						BORROWER:</P>
<P>						</P>
<P>						SUNRISE MEDICAL, INC.,</P>
<P>						as Borrower and as a Guarantor</P>
</B><P>						</P>
<P>						</P>
<P>						By:________________________________</P>
<P>							Ted N. Tarbet</P>
<P>							Senior Vice President and</P>
<P>							Chief Financial Officer</P>
<P>						</P>
<B><P>						</P>
<P>						GUARANTORS:</P>
<P>						</P>
<P>						DYNAVOX SYSTEMS, INC.</P>
<P>						SUNMED FINANCE INC.</P>
<P>						SUNRISE MARIN HOLDINGS INC.</P>
<P>						SUNRISE MEDICAL CCG INC.</P>
<P>						SUNRISE MEDICAL HHG INC.</P>
</B><P>						</P>
<P>						</P>
<P>						By:________________________________</P><DIR>
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<P>							Ted N. Tarbet</P>
<P>							Treasurer</P></DIR>
</DIR>

<P>						</P>
<B><P>						</P>
<P>						BANK OF AMERICA, N.A., as a Lender</P>
</B><P>						</P>
<P>						</P>
<P>						By:________________________________</P>
<P>						Name:______________________________</P>
<P>						Title:_____________________________</P>

<B><P>						BANK OF AMERICA, N.A., as Agent </P>
</B><P>						</P>
<P>						</P>
<P>						By:________________________________</P>
<P>						Name:______________________________</P>
<P>						Title:_____________________________</P>

<B><P>						ABN AMRO BANK NV Los Angeles International Branch
</P>
</B><P>						</P>
<P>						</P>
<P>						By:________________________________</P>
<P>						Name:______________________________</P>
<P>						Title:_____________________________</P>

<B><P>						UNION BANK OF CALIFORNIA, N.A.</P>
</B><P>						</P>
<P>						</P>
<P>						By:________________________________</P>
<P>						Name:______________________________</P>
<P>						Title:_____________________________</P>

<B><P>						MORGAN GUARANTY TRUST COMPANY OF NEW YORK</P>
</B><P>						</P>
<P>						</P>
<P>						By:________________________________</P>
<P>						Name:______________________________</P>
<P>						Title:_____________________________</P>

<B><P>						DEUTSCHE BANK AG, New York Branch and/or Cayman
Islands Branch</P>
</B><P>						</P>
<P>						</P>
<P>						By:________________________________</P>
<P>						Name:______________________________</P>
<P>						Title:_____________________________</P>
<P>						</P>
<P>						</P>
<P>						By:________________________________</P>
<P>						Name:______________________________</P>
<P>						Title:_____________________________</P>

<B><P>						PNC BANK, NATIONAL ASSOCIATION</P>
</B><P>						</P>
<P>						</P>
<P>						By:________________________________</P>
<P>						Name:______________________________</P>
<P>						Title:_____________________________</P></DIR>
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