**SIXTH AMENDMENT TOTHIRD AMENDED AND RESTATEDCREDIT AGREEMENT**

         THIS SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this "SixthAmendment") is made and dated as of June 23, 2000 among SUNRISEMEDICAL, INC., a Delaware corporation (the "Borrower"), thesubsidiaries of the Borrower signatory hereto as "SubsidiaryBorrowers" 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 ofAugust 28, 1997 among the parties hereto, as amended by a First Amendmentand Waiver to Third Amended and Restated Credit Agreement dated as of February18, 1998, a Second Amendment to Third Amended and Restated Credit Agreementdated as of August 26, 1998, a Third Amendment to Third Amended andRestated Credit Agreement dated as of April 28, 1999, a Fourth Amendmentand Waiver to Third Amended and Restated Credit Agreement dated as ofAugust 25, 1999 and a Fifth Amendment and Waiver to Third Amended andRestated Credit Agreement (the "Fifth Amendment") dated as ofSeptember 30, 1999 (together with this Sixth Amendment, the "Agreement").

**RECITALS**
         A.     Pursuant to the terms of the Fifth Amendment, Section7.20 was added to the Agreement. Section 7.20 provides that the financialcovenants set forth in Section 7.09, 7.10, 7.11 and 7.19 and the CollateralRelease Conditions will be adjusted upon the consummation of any material assetdisposition or sale and leaseback permitted under the Agreement. Since the dateof the Fifth Amendment, the Borrower has completed the asset dispositions andsale and leasebacks contemplated by Section 7.20. Subject to the terms andprovisions hereof, the Borrower, the Agent and the Lenders have agreed to amendSection 7.09, 7.11 and 7.19 to reflect such transactions. The parties have alsoagreed that no modification is needed to Section 7.10 or the Collateral ReleaseConditions and that Section 7.20 of the Agreement may now be deleted.

         B.     The Borrower has requested, and the Lenders haveagreed, that Section 7.14 of the Agreement be amended to permit the Borrower toexpend not more than $250,000 to repurchase stock options from the Borrower'semployees.

         C.     Subject to the terms and provisions hereof, theBorrower, the Agent and the Lenders have agreed to memorialize their agreementsconcerning such matters pursuant to the terms of this Sixth Amendment.
*         NOW, THEREFORE, for good and valuableconsideration, the receipt and adequacy of which are hereby acknowledged, theparties hereby agree as follows:
**         1.     Terms. Allterms used herein shall have the same meanings as in the Agreement unlessotherwise defined herein. All references to the Agreement shall mean theAgreement as hereby amended.
**         2.     Amendments to Agreement.The Loan Parties, the Lenders and the Agent hereby agree that the Agreement isamended as follows:
**         2.1.     Amendments to Section 7.Section 7 of the Agreement is hereby amended as follows:

                    (a) Section 7.09 of the Agreement is amended and restated in its entirety asfollows:
**            7.09 Leverage Ratio. Permit the  Leverage Ratio, as of the end of any Fiscal Quarter, to exceed the following  ratio:
******Fiscal Quarter Ending****Maximum Ratio**Fourth Quarter 2000 3.25 to 1First Quarter 20013.00 to 1Second Quarter 20013.00 to 1
  (b) Section 7.11 of the Agreement is    amended and restated in its entirety as follows:
**              7.11 Debt Coverage Ratio. Permit the    Debt Coverage Ratio, as of the end of any Fiscal Quarter, to be less than    the following ratio:
**Fiscal Quarter Ending****Maximum Ratio**Fourth Quarter 2000 1.10 to 1First Quarter 20011.10 to 1Second Quarter 20011.25 to 1
(c) Section 7.14(a) of the Agreement is    amended and restated in its entirety as follows:

**         **(a) repurchases and redemptions by  Borrower of options or other rights to acquire shares of any class of stock of  Borrower held by employees of Borrower; provided, however, that  after giving effect thereto (i) no Default or Event of Default shall exist and  (ii) the aggregate amount paid from and after June 1, 2000 by Borrower  and its Subsidiaries in connection therewith shall not exceed $250,000;

**         **(d) Section 7.19 of the Agreement is amended and restated in its entirety  as follows:
**           7.19 Minimum Consolidated EBITDA.  Permit cumulative Consolidated EBITDA for the corresponding period set forth  below ending on the last day of any Fiscal Quarter set forth below, to be less  than the corresponding amount set forth below:
****Fiscal Quarter Ending****Consolidated EBITDA**Fourth Quarter 2000         (4 quarters)$48,500,000First Quarter 2001      (4 quarters)$53,000,000Second Quarter 2001      (4 quarters)$51,500,000
(e) Section 7.20 of the Agreement is hereby  amended and restated to read in its entirety as follows:
**7.20 [Reserved].****         3.       Representations and Warranties.Each of the Loan Parties jointly and severally represent and warrant to theLenders and the Agent:
**         3.1.       Authorization.The execution, delivery and performance of this Sixth Amendment have been dulyauthorized by all necessary corporate action by each of them and has been dulyexecuted and delivered by each of them.
**         3.2.       Binding Obligation.This Sixth Amendment is the legally valid and binding obligation of each LoanParty, enforceable in accordance with its terms against each of themrespectively, except as such enforcement may be limited by Debtor Relief Laws orequitable principles relating to the granting of specific performance and otherequitable remedies as a matter of judicial discretion.
**         3.3.       No Legal Obstacle to Agreement.Neither the execution of this Sixth Amendment, the making by any Borrower of anyborrowing under the Agreement, nor the performance of the Agreement hasconstituted or resulted in or will constitute or result in a breach of theprovisions of any Contractual Obligation to which any Loan Party is a party, orthe violation of any Requirement of Law, or result in the creation under anyagreement or instrument of any security interest, lien, charge, or encumbranceupon any of the assets of any of them, except as contemplated hereby. Noapproval or authorization of any Governmental Agency is required by any LoanParty to permit the execution, delivery or performance by any Loan Party of thisSixth Amendment, the Agreement, or the transactions contemplated hereby orthereby, or the making of any borrowing under the Agreement.
**         3.4.       Incorporation of CertainRepresentations. The representations andwarranties set forth in Article 5 of the Agreement, as amended hereby and aftergiving effect to all waivers herein, are true and correct in all materialrespects on and as of the date hereof as though made on and as of the datehereof except to the extent any such representation or warranty is expresslystated to be made as of any other date.
**         3.5.       Default.After giving effect to this Amendment, no default or Event of Default under theAgreement has occurred and is continuing.
**         3.6.       No Material Adverse Effect.Other than as disclosed to the Agent and the Lenders prior to the date hereof,no event or circumstance has occurred since September 30, 1999 whichconstitutes a Material Adverse Effect after giving effect to this SixthAmendment.
**         4.       Conditions; Effectiveness.The effectiveness of this Sixth Amendment shall be subject to the compliance bythe Borrower with its agreements herein contained, and to the delivery of thefollowing to the Agent in form and substance satisfactory to the Agent:
**         4.1.       Corporate Resolutions.A copy of a resolution or resolutions passed by the Board of Directors of theBorrower, certified by the Secretary or an Assistant Secretary of the Borroweras being in full force and effect on the date hereof, authorizing the amendmentsto the Agreement herein provided for and the execution, delivery and performanceof this Sixth Amendment and any note or other instrument or agreement requiredhereunder.
**         4.2.       Authorized Signatories.A certificate, signed by the Secretary or an Assistant Secretary of the Borrowerdated the date hereof, as to the incumbency of the person or persons authorizedto execute and deliver this Sixth Amendment and any instrument or agreementrequired hereunder on behalf of the Borrower.
**         4.3.       Attorney's Fees.Payment of all fees and expenses of the Agent's outside and in-house counselinvoiced to the Borrower.
**         4.4.       Other Evidence.Such other evidence with respect to the Borrower or any other person as anyLender may reasonably request to establish the consummation of the transactionscontemplated hereby, the taking of all corporate action in connection with thisSixth Amendment and the Agreement and the compliance with the conditions setforth herein.
**         5.       Miscellaneous.

         5.1.       Effectiveness of the Agreement.Except as hereby expressly amended, the Agreement shall remain in full force andeffect and is hereby ratified and confirmed in all respects.
**         5.2.       Acknowledgment of Obligations.The Borrower hereby (a) confirms and agrees, on behalf of itself and each of itsSubsidiaries, that it and they are indebted to the Agent and the Lenders for allamounts due and owing under the Agreement and the other Loan Documents withoutdefense, offset or counterclaim of any kind whatsoever and (b) reaffirms andadmits, on behalf of itself and each of its Subsidiaries, the validity andenforceability of the Agreement and the other Loan Documents.
**         5.3.       Effectiveness of Agreement and LoanDocuments.**
**                      **(a) Except as expressly amended hereby,the Loan Parties agree that each provision of the Agreement and each provisionof each other Loan Document shall continue to be and shall remain, in full forceand effect. This Sixth Amendment shall not be deemed or otherwise construed (a)to be a waiver of, or consent to, or a modification or amendment of, any otherterm or condition of the Agreement or any other Loan Document, (b) except as setforth herein, to be a commitment or any other undertaking by the Lenders or anyof them to engage in any restructuring of any aspect of the Agreement or theLoan Documents, (c) to constitute any obligation to further amend or otherwisemodify the Agreement or any Loan Document or (d) to prejudice any other right orrights which the Agent or the Lenders may now have or may have in the futureunder or in connection with the Agreement or the Loan Documents or any of theinstruments or agreements referred to therein, as the same may be amended ormodified from time to time.

**                      **(b) This Sixth Amendment is specific intime and in intent and does not constitute, nor should it be construed as, awaiver of any other right, power or privilege under the Agreement, or under anyagreement, contract, indenture, document or instrument mentioned in theAgreement; nor does it preclude any exercise of such other right, power orprivilege or the exercise of any other right, power or privilege, nor shall anyfuture waiver of any right, power, privilege or default hereunder, or under anyagreement, contract, indenture, document or instrument mentioned in theAgreement, constitute a waiver of any other default of the same or of any otherterm or provision.
**         5.4.       Counterparts.This Sixth Amendment may be executed in any number of counterparts and all ofsuch counterparts taken together shall be deemed to constitute one and the sameinstrument. This Sixth Amendment shall not become effective until each LoanParty, the counterparts, and the same shall have been delivered to the Agent.
**         5.5.       Jurisdiction.This Sixth Amendment, and any instrument or agreement required hereunder, shallbe governed by and construed under the laws of the State of California.
***         **IN WITNESS WHEREOF, theparties hereto have caused this Sixth Amendment to be duly executed anddelivered as of the date first written above.
**BORROWER:            SUNRISE MEDICAL, INC.,            as Borrower and as a Guarantor

By:________________________________            Ted N. Tarbet            Senior Vice President and            Chief Financial Officer
**GUARANTORS:            DYNAVOX SYSTEMS, INC.            SUNMED FINANCE INC.            SUNRISE MARIN HOLDINGS INC.            SUNRISE MEDICAL CCG INC.            SUNRISE MEDICAL HHG INC.

By:________________________________            Ted N. Tarbet            Treasurer
**BANK OF AMERICA, N.A.,            as Agent**
By:________________________________            Name:______________________________            Title:_____________________________

 
**BANK OF AMERICA, N.A.,            as a Lender**
By:________________________________            Name:______________________________            Title:_____________________________
**ABN AMRO BANK NV Los            Angeles International Branch**
By:________________________________            Name:______________________________            Title:_____________________________
**UNION BANK OF            CALIFORNIA, N.A.**
By:________________________________            Name:______________________________            Title:_____________________________
**MORGAN GUARANTY TRUST            COMPANY OF NEW YORK**
By:________________________________            Name:______________________________            Title:_____________________________
**DEUTSCHE BANK AG, New            York Branch and/or Cayman Islands Branch**
By:________________________________            Name:______________________________            Title:_____________________________

 

By:________________________________            Name:______________________________            Title:_____________________________

 
**PNC BANK, NATIONAL            ASSOCIATION**
By:________________________________            Name:______________________________            Title:_____________________________****************************************************