SECOND WAIVER AND AMENDMENT AGREEMENT

 Exhibit 10.3

                      SECOND WAIVER AND AMENDMENT AGREEMENT

     THIS SECOND WAIVER AND AMENDMENT AGREEMENT (this "Agreement"),  dated as of
December 15, 2006 is by and among Invacare Corporation (the "Company"),  each of
the Borrowing  Subsidiaries  party to the Credit  Agreement  (as defined  below)
(collectively  with the Company,  the  "Borrowers"),  the banks set forth on the
signature  pages  hereof  (collectively,  the  "Banks" and each  individually  a
"Bank") and JPMorgan Chase Bank, N.A., a national banking association,  as agent
for the Banks (in such capacity, the "Agent").

                                    RECITALS:

     A. The  Borrowers,  the Banks and the Agent  are  parties  to that  certain
Credit Agreement dated as of January 14, 2005 (as amended, restated or otherwise
modified prior to the date hereof and as amended or otherwise modified hereby or
from time to time in accordance  with the terms hereof and thereof,  the "Credit
Agreement"),  including  modifications  pursuant  to  that  certain  Waiver  and
Amendment Agreement dated as of November 14, 2006 (the "Existing Waiver"), among
the Borrowers, the Banks and the Agent.

     B. The  Company has  previously  entered  into  separate  and several  Note
Purchase  Agreements,  each dated as of April 27, 2006,  between the Company and
each of the  institutions  identified on Schedule A thereto,  as amended by that
certain  Waiver  and  Amendment,  dated as of  November  14,  2006 (as  amended,
restated  or  otherwise  modified,  the  "Existing  2006 NPA  Waiver"),  to Note
Purchase  Agreements  dated as of April 27, 2006 and that certain  Second Waiver
and Amendment to 2006 Note Purchase  Agreements  dated as of the date hereof (as
amended,  restated or otherwise  modified  from time to time,  the "New 2006 NPA
Waiver"),  (as  amended,  restated  or  otherwise  modified  from  time to time,
collectively, the "2006 Note Purchase Agreement"), pursuant to which the Company
issued  and sold its  $150,000,000  6.15%  Senior  Notes due April 27,  2016 (as
amended, restated,  supplemented,  replaced or otherwise modified hereby or from
time to time, collectively, the "2006 Notes").

     C. The Company has also  previously  entered into separate and several Note
Purchase Agreements, each dated as of February 27, 1998, between the Company and
each of the  institutions  identified on Schedule A thereto,  as amended by that
certain  First  Amendment,  dated  as of  October  1,  2003,  to  Note  Purchase
Agreements dated as of February 27, 1998, that certain Second  Amendment,  dated
as of September 29, 2005, to Note Purchase  Agreements  dated as of February 27,
1998,  that  certain  Waiver and  Amendment  dated as of  November  14, 2006 (as
amended,  restated or otherwise  modified from time to time,  the "Existing 1998
NPA Waiver"), to Note Purchase Agreements dated as of February 27, 1998 and that
certain Second Waiver and Amendment to 1998 Note Purchase Agreements dated as of
the date hereof (as amended,  restated or otherwise  modified from time to time,
the "New 1998 NPA  Waiver"),  (as amended,  restated or otherwise  modified from
time to time,  collectively,  the "1998 Note Purchase  Agreement"),  pursuant to
which the Company issued and sold to the purchasers  named on Schedule A thereto
its (i)  $80,000,000  6.71%  Series A Senior  Notes due  February  27,  2008 (as
amended,  restated,  supplemented,  replaced or otherwise  modified from time to
time, collectively, the "1998 Notes") and (ii) $20,000,000 6.60% Series B Senior
Notes due February  27, 2005 (which  Series B Notes have since been paid in full
by the Company).

     D. The Company has also  previously  entered into separate and several Note
Purchase  Agreements,  each dated as of October 1, 2003, between the Company and
each of the  institutions  identified on Schedule A thereto,  as amended by that
certain  First  Amendment,  dated as of  September  29, 2005,  to Note  Purchase
Agreement  dated as of October 1, 2003,  that certain Waiver and Amendment dated
as of November 14, 2006 (as amended, restated or otherwise modified from time to
time, the "Existing 2003 NPA Waiver"),  to Note Purchase  Agreements dated as of
October  1, 2003 and that  certain  Second  Waiver  and  Amendment  to 2003 Note
Purchase  Agreements  dated as of the  date  hereof  (as  amended,  restated  or
otherwise   modified  from  time  to  time,  the  "New  2003  NPA  Waiver"  and,
collectively with the New 2006 NPA Waiver and the New 1998 NPA Waiver,  the "New
NPA Waivers"),  (as amended,  restated or otherwise  modified from time to time,
collectively, the "2003 Note Purchase Agreement"), pursuant to which the Company
issued  and  sold  to the  purchasers  named  on  Schedule  A  thereto  its  (i)
$50,000,000  3.97% Series A Senior Notes due October 1, 2007,  (ii)  $30,000,000
4.74% Series B Senior  Notes due October 1, 2009,  and (iii)  $20,000,000  5.05%
Series C Senior  Notes  due  October  1, 2010 (all of such  notes,  as  amended,
restated,  supplemented,  replaced  or  otherwise  modified  from  time to time,
collectively, the "2003 Notes").

     E. The  Company is also a party to (i) that  certain  Receivables  Purchase
Agreement,  dated as of  September  30, 2005,  among the  Company,  as Servicer,
Invacare  Receivables  Corporation,  as Seller, Park Avenue Receivables Company,
LLC and  JPMorgan  Chase  Bank,  N.A.,  as Agent,  and the  purchasers  named on
Schedule A thereto  (the  "Securitization  Lenders")  as amended by that certain
Amendment No. 1 to  Receivables  Purchase  Agreement,  dated as of September 28,
2006 and that certain Omnibus Waiver, Amendment and Reaffirmation of Performance
Undertaking  dated  as  of  November  14,  2006  (the  "Existing  Securitization
Waiver"), and that certain Second Omnibus Waiver, Amendment and Reaffirmation of
Performance  Undertaking  dated as of the date hereof  (the "New  Securitization
Waiver",  and  together  with the New NPA  Waivers,  the  "Other  December  2006
Waivers"),  (as amended,  restated or otherwise  modified from time to time, the
"Securitization  Purchase  Agreement"),   (ii)  that  certain  Receivables  Sale
Agreement,  dated  as  of  September  30,  2005,  among  the  Company,  Invacare
Receivables  Corporation,  Healthtech Products,  Inc. and Invacare Supply Group,
Inc. as amended by the Existing Securitization Waiver and the New Securitization
Waiver (as  amended,  restated  or  otherwise  modified  from time to time,  the
"Securitization Sale Agreement") and (iii) that certain Performance Undertaking,
dated as of September 30, 2005, in favor of Invacare Receivables Corporation (as
amended,  restated or otherwise  modified  from time to time,  the  "Performance
Undertaking",  and  together  with the  Securitization  Sale  Agreement  and the
Securitization  Purchase  Agreement,  the  "Securitization  Documents",  and the
Securitization  Documents,  together with the 2006 Note Purchase Agreement,  the
1998 Note Purchase Agreement,  the 2003 Note Purchase  Agreement,  collectively,
the "Other  Primary Loan  Agreements",  and the Other  Primary Loan  Agreements,
together with the Credit Agreement,  collectively, the "Primary Loan Agreements"
and the Primary Loan Agreements,  together with the other agreements,  documents
and  instruments  entered  into in  connection  therewith  or pursuant  thereto,
collectively, the "Primary Loan Documents").

     F.  Pursuant to (i) the  Existing  Waiver,  the Banks have agreed to waive,
through December 15, 2006 (subject to the terms and conditions  thereof) certain
Existing Defaults (as defined in the Existing Waiver) that otherwise would exist
and be continuing under the Credit Agreement, (ii) the Existing 2006 NPA Waiver,
the  holders of the 2006 Notes (the "2006  Noteholders")  have  agreed to waive,
through December 15, 2006, certain defaults and events of default under the 2006


Note Purchase  Agreement (iii) the Existing 1998 NPA Waiver,  the holders of the
1998 Notes (the "1998  Noteholders") have agreed to waive,  through December 15,
2006,  certain  defaults  and  events of  default  under the 1998 Note  Purchase
Agreement, (iv) the Existing 2003 NPA Waiver, the holders of the 2003 Notes (the
"2003  Noteholders")  have agreed to waive,  through December 15, 2006,  certain
defaults and events of default under the 2003 Note Purchase  Agreement,  and (v)
the Existing  Securitization  Waiver, the Securitization  Lenders have agreed to
waive,  through December 15, 2006, certain  "Termination  Events" and "Potential
Termination  Events" under (and as defined in) the Securitization Sale Agreement
and certain "Amortization Events" and "Potential Amortization Events" under (and
as defined in) the  Securitization  Purchase  Agreement (all of such events, the
"Existing  Securitization Defaults" and together with any other such events from
time to time existing under such documents, the "Securitization Defaults").

     G. The Company has requested  that the Banks agree to extend the waivers of
the Existing  Defaults under the Credit  Agreement which were provided under the
Existing  Waiver and also waive any Default  caused by a breach of the financial
covenants  set forth in Sections  5.2(a) and 5.2(c) of the Credit  Agreement for
the fiscal quarter ending December 31, 2006, and the Banks signatory  hereto are
agreeable to such request, solely on the terms and conditions set forth herein.

     H. The Company has likewise  requested that (i) the 2006 Noteholders  agree
to extend the waivers of the defaults and events of default  under the 2006 Note
Purchase  Agreement  pursuant to the terms of the New 2006 NPA Waiver,  (ii) the
1998  Noteholders  agree to extend  the  waivers of the  defaults  and events of
default under the 1998 Note Purchase  Agreement pursuant to the terms of the New
1998 NPA Waiver,  (iii) the 2003 Noteholders  agree to extend the waivers of the
defaults and events of default under the 2003 Note Purchase  Agreement  pursuant
to the terms of the New 2003 NPA  Waiver,  and (iv) the  Securitization  Lenders
agree to extend the Existing  Securitization  Defaults under the  Securitization
Documents pursuant to the terms of the New Securitization Waiver.

     I. All requirements of law have been fully complied with and all other acts
and  things  necessary  to make  this  Agreement  a valid,  legal,  and  binding
instrument  according to its terms for the purposes  herein  expressed have been
done or performed.

     NOW, THEREFORE,  upon the full and complete  satisfaction of the conditions
precedent to the  effectiveness of this Agreement,  and in consideration of good
and  valuable  consideration,  the  receipt and  sufficiency  of which is hereby
acknowledged, the Borrowers and the Banks do hereby agree as follows:

SECTION 1. Temporary Waivers.

     1.1 Each Borrower hereby  acknowledges  and agrees that, as a result of the
Existing  Defaults  under  the  Credit  Agreement,  the Banks  may,  on or after
December  15,  2006,  if they so elect,  proceed  to  enforce  their  rights and
remedies  under and in accordance  with the Loan  Documents,  including  without
limitation to collect the Borrowers' obligations to the Banks.

     1.2 (a) Subject to the terms and  conditions of this  Agreement,  the Banks
agree to temporarily  waive (the "Waiver") the Existing Defaults and any Default
that may occur  due to a breach of  Sections  5.2(a)  or 5.2(c)  for the  fiscal
quarter ending December 31, 2006 (the "Waived  Defaults") during the period (the


"Waiver  Period")  commencing on the date hereof and expiring on the earliest to
occur of (A) January 31, 2007, unless such date has been automatically  extended
to February 15, 2007 as provided in Section  1.2(b) below (the  "Outside  Waiver
Termination  Date"), (B) any Default or Event of Default under any Loan Document
other than the Waived Defaults,  (C) the breach or nonperformance by the Company
or any  Subsidiary  of any  covenant,  agreement or condition  set forth in this
Agreement or the Other December 2006 Waivers, (iv) any breach of, default, event
of default or Securitization  Default under any Other Primary Loan Agreement (or
any  amendment  or waiver  with  respect  thereto) or any  termination  or other
expiration  of the waiver  period set forth in the Other  December 2006 Waivers,
and (D) the date on which any  representation  or  warranty  in Section 4 hereof
fails to be true and correct.

     (b) The Outside Waiver  Termination  Date shall be  automatically  extended
from January 31, 2007 to February 15, 2007,  without notice or any other action,
if (i) on or prior to December 22, 2006,  the Company has provided the Agent and
each of the Bank with a fully executed  commitment letter or letters (as amended
or otherwise modified from time to time, collectively, the "Commitment Letters")
providing fully  underwritten  commitments from one or more reputable  financial
institutions and/or institutional  investors to provide financing to the Company
in an aggregate amount sufficient to pay in full all outstanding  obligations of
the Company and its Subsidiaries under the Primary Loan Documents on or prior to
February 15, 2007, in form and substance  satisfactory to the Required Banks and
the  "Required  Holders"  (as  defined  in  the  Note  Purchase  Agreements)  in
accordance  with each of the New NPA Waivers,  and (ii) the waiver  period under
each of the  Other  December  2006  Waivers  has  likewise  been (or  shall  be,
concurrently  with the extension of the Waiver Period)  extended to February 15,
2007 on terms and  conditions  satisfactory  to the  Required  Banks;  provided,
however if on or prior to January 31, 2007, (x) any of the Commitment Letters is
terminated (unless the commitments under the remaining Commitment Letters, after
giving effect to such  termination  and any new Commitment  Letter or Commitment
Letters entered into by the Company in replacement of such terminated Commitment
Letter  and  delivered  to the  Agent  and  each  of the  Banks  prior  to  such
termination,  are sufficient to pay in full all  outstanding  obligations of the
Company and its  Subsidiaries  under the Primary  Loan  Documents on or prior to
February 15, 2007) or (y) the waiver period under any of the Other December 2006
Waivers  shall have  reverted to January 31,  2007 then,  in any such case,  the
Outside  Waiver  Termination  Date shall revert to January 31,  2007;  provided,
further that if any of the events described in the foregoing  clauses (x) or (y)
occurs  after  January  31,  2007,  the  Waiver  Period  shall  expire as of the
occurrence of such event without notice or any further action.

     1.3 The Waiver shall be effective only for the Waived Defaults and only for
the Waiver Period, and such Waiver shall not entitle the Borrowers to any future
waiver in similar or other  circumstances  and shall  automatically  cease to be
effective  upon the  expiration of the Waiver  Period,  without  notice or other
action of any kind by the Agent or the  Banks.  The Agent and the Banks  reserve
their respective  rights, in their  discretion,  to exercise any or all of their
rights and remedies under the Loan Documents as a result of the Waived  Defaults
upon the expiration of the Waiver Period.  Without limiting the foregoing,  upon
the  expiration  of the Waiver  Period,  a Default  will exist  under the Credit
Agreement and the Agent shall,  upon the request of the Required Banks,  without
the need for the  expiration of grace  periods,  if any, in connection  with the
Waived  Defaults  (but  otherwise  in  accordance  with the terms of the  Credit
Agreement),  accelerate the payment in full of the obligations owed to the Agent
and the Banks under the Loan  Documents,  and enforce and exercise any or all of
the Agent's  rights  under or in respect of the Credit  Agreement  and the other
Loan Documents and under  applicable law.


SECTION 2. Amendments to the Existing Waiver.

     Subject to the terms and conditions of this Agreement,  the Existing Waiver
is hereby and shall be amended as follows:

     2.1 Section 2.5 of the  Existing  Waiver is hereby  amended by deleting the
phrase "and continuing through April 15, 2007" in the second line thereof.

SECTION 3. Amendments to the Credit Agreement.

     Subject to the terms and conditions of this Agreement, the Credit Agreement
is hereby and shall be amended as follows:

     3.1 The  following  definitions  are  added to  Section  1.1 of the  Credit
Agreement in appropriate alphabetical order:

     "New NPA Waivers" shall have the meaning set forth in the Second Waiver and
     Amendment Agreement.

     "Other  December  2006  Waivers"  shall have the  meaning  set forth in the
     Second Waiver and Amendment Agreement.

     "Second Waiver Effective Date" shall mean December 15, 2006.

     "Second  Waiver and Amendment  Agreement"  shall mean the Second Waiver and
     Amendment Agreement dated as of December 15, 2006 among the Borrowers,  the
     Agent and the Banks.

     3.2 Section 5.2(n) is restated as follows:

     (n) Optional  Payments and Modification of Indebtedness.  During the period
     from the Waiver Effective Date and continuing  through April 15, 2007, will
     not, nor will it permit any Subsidiary  to, (i) make any optional  payment,
     defeasance  (whether  a  covenant  defeasance,  legal  defeasance  or other
     defeasance), prepayment, repurchase (including without limitation any offer
     to repurchase) or other optional  redemption of any Senior  Unsecured Notes
     or any other  Indebtedness  (other  than  under the  Credit  Agreement)  or
     obligations in connection  therewith,  other than, principal payments which
     are made on a pro rata basis  among the  holders  of the  Senior  Unsecured
     Notes  and  Advances  under  the  Credit  Agreement,  (ii)  enter  into any
     agreement  restricting  the ability of the Company and its  Subsidiaries to
     amend or modify any Loan Document, other than restrictions contained in the
     Note  Purchase  Agreements,  the NPA Waivers or the New NPA Waivers,  (iii)
     enter into any agreement or  arrangement  requiring  any  defeasance of any
     kind of any of the  Senior  Unsecured  Notes,  (iv)  amend,  supplement  or
     otherwise modify the Senior  Unsecured Notes, the Note Purchase  Agreements
     or any agreements or  instruments  executed in connection  therewith  other
     than  pursuant  to the  waiver/amendment  to the Note  Purchase  Agreements
     delivered on the Waiver  Effective  Date and New NPA Waivers  (collectively


     the "NPA  Waivers),  or (v) pay or agree to pay any fee,  interest or other
     compensation or  consideration to the holders of the Senior Unsecured Notes
     other than as required by the Note Purchase Agreements and Senior Unsecured
     Notes in effect on the Second Waiver Effective Date, as modified by the New
     NPA Waivers;

     3.3 Section 6.1(d) is restated as follows:

          (d) Certain  Covenants.  Any Borrower shall fail to perform or observe
     any term,  covenant  or  agreement  contained  in Section  5.1(d)(i)(A)  or
     Section  5.2(a),  (b), (c), (e), (f), (n) or (o) hereof or contained in the
     Waiver and  Amendment  to this  Agreement  dated  November  14, 2006 or the
     Second Waiver and Amendment Agreement;

     3.4 Each of the  Borrowers  acknowledges  and  agrees  that any  covenants,
defaults  or  similar  provisions  set forth in any of the Other  December  2006
Waivers not substantially  provided for in this Agreement,  or more favorable to
the creditors  thereunder  than the  covenants,  defaults or similar  provisions
hereunder,  are hereby incorporated by reference into this Agreement to the same
extent  as if set forth  fully  herein,  and no  subsequent  amendment,  waiver,
termination  or  modification  thereof shall affect any such  covenants,  terms,
conditions or defaults as incorporated herein.

     3.5  Notwithstanding  anything to the contrary in the Credit Agreement,  no
amendment,  modification,  waiver or extension of the limitation on new Advances
set forth in Section 2.1 of the Existing  Waiver  shall be effective  unless the
same shall be in writing and signed by the Borrowers,  the Agent and each of the
Banks.

SECTION 4. Representations and Warranties of the Borrowers.

     To  induce  the  Banks  to  execute  and  deliver  this  Agreement   (which
representations  and warranties shall survive the execution and delivery of this
Agreement), each Borrower represents and warrants to each of them that (it being
agreed,  however,  that  nothing  in  this  Section  4 shall  affect  any of the
warranties and  representations  previously made by the Borrowers in or pursuant
to the Loan Documents and that all of such other warranties and  representations
(except to the extent waived under this  Agreement),  as well as the  warranties
and  representations  in this Section 4, shall survive the  effectiveness of the
Waiver set forth in this Agreement):

          (a) this Agreement has been duly authorized, executed and delivered by
     each Borrower and this Agreement  constitutes the legal,  valid and binding
     obligation,  contract  and  agreement  of  each  Borrower,  as  applicable,
     enforceable  against such Person in  accordance  with its terms,  except as
     enforcement  may be  limited  by  bankruptcy,  insolvency,  reorganization,
     moratorium or similar laws or equitable  principles relating to or limiting
     creditors' rights generally;

          (b) the  Loan  Documents  constitute  the  legal,  valid  and  binding
     obligations,  contracts  and  agreements of each  Borrower  party  thereto,
     enforceable against it in accordance with their respective terms, except as
     enforcement  may be  limited  by  bankruptcy,  insolvency,  reorganization,
     moratorium or similar laws or equitable  principles relating to or limiting
     creditors' rights generally;


          (c) the execution and delivery of this Agreement by each Borrower, and
     the  performance  each  Borrower of the Loan  Documents to which they are a
     party (i) have been duly  authorized  by all  requisite  corporate or other
     action  and,  if  required,  shareholder  action,  (ii) do not  require the
     consent or approval of any  governmental or regulatory body or agency,  and
     (iii) will not (A)  violate  (1) any  provision  of law,  statute,  rule or
     regulation or its certificate of incorporation,  bylaws or other charter or
     organizational  documents,  (2)  any  order  of  any  court  or  any  rule,
     regulation or order of any other agency or  government  binding upon it, or
     (3) any provision of any indenture,  agreement or other instrument to which
     it is a party or by which its properties or assets are or may be bound, (B)
     result in a breach or constitute (alone or with due notice or lapse of time
     or both) a default under any indenture,  agreement or other instrument,  or
     (C) result in the creation of any Lien;

          (d) all the  representations  and warranties  made by the Borrowers in
     the Loan  Documents  are true and  correct on the date hereof as if made on
     and as of the date hereof and are so repeated  herein as if  expressly  set
     forth herein or therein,  except (i) those  representations  and warranties
     included  in the Waived  Defaults  and (ii) to the extent  that any of such
     representations  and warranties  expressly relate by their terms to a prior
     date;

          (e) there are no  actions,  suits or  proceedings  pending  or, to the
     knowledge of the Company,  threatened  against or affecting  the Company or
     any  Subsidiary  or any  property of the Company or any  Subsidiary  in any
     court or before any arbitrator of any kind or before or by any governmental
     authority  that,  individually  or in the  aggregate,  could  reasonably be
     expected to have a Material Adverse Effect;

          (f) except  for the  Waived  Defaults,  no event has  occurred  and no
     condition exists that would constitute a Default or Event of Default;

          (g) the  amount of  Consolidated  Total  Debt of the  Company  and its
     Subsidiaries (as defined in and as calculated  under the Credit  Agreement)
     as of December 15, 2006 is  $500,762,618  and is detailed on Schedule  3(g)
     hereto;

          (h) no principal or interest  payments are due on the Senior Unsecured
     Notes at any time on or before February 15, 2007;

          (i) attached hereto as Exhibit A is the form of the New NPA Waiver and
     attached hereto as Exhibit B is the form of the New Securitization  Waiver,
     and the Other  December  2006  Waivers  shall be  effective  simultaneously
     herewith,  and no default or other event or  condition  exists  which would
     cause, or permit the holders of the Indebtedness (or a trustee on behalf of
     such holders) under any of the Other Primary Loan Agreements to cause,  any
     payment of such  Indebtedness or obligations to become due prior to its due
     date.

SECTION 5. Conditions to Effectiveness of the Waiver; Post-Closing Covenants .

          (a) The Waiver  shall not become  effective  until,  and shall  become
     effective on the date (the "Effective Date") when each and every one of the
     following  conditions  shall have been  satisfied or waived,  provided that
     such conditions have been satisfied on or before December 15, 2006:


               (i)  counterparts of this Agreement shall have been duly executed
          by each Borrower, the Agent and the Required Banks;

               (ii)  the  Other  December  2006  Waivers  shall  be in form  and
          substance  satisfactory  to the Agent and the Required Banks and shall
          be executed simultaneously herewith and be effective;

               (iii)  after  giving  effect  to this  Agreement  and  the  Other
          December  2006 Waivers,  the  representations  and  warranties of each
          Borrower  set forth in Section 4 hereof,  in Section 3 of the Existing
          Waiver and in Article  IV of the  Credit  Agreement  shall be true and
          correct on and with  respect to the date  hereof and on the  Effective
          Date; and

               (iv) a statement  of the  Company's  and its  Subsidiaries'  cash
          balances as of the close of business on December 15,  2006,  certified
          as true and correct by a senior financial officer of the Company.

          (b) The Company shall, on or prior to December 18, 2006:

               (i) Pay to each Bank signatory to this Agreement on the Effective
          Date a fee in amount of 10 basis  points,  calculated on the amount of
          such Bank's Commitment,  which fees shall be payable to the Agent, for
          the benefit of such Banks; and

               (ii) Pay the  reasonable  fees and  disbursements  of the Agent's
          counsel,  Dickinson  Wright  PLLC,  incurred  in  connection  with the
          negotiation,  preparation,  execution  and  delivery  of the  Existing
          Waiver, this Agreement and the transactions  contemplated  hereby; the
          payment  of the  fees  and  disbursements  pursuant  to  this  Section
          5(b)(ii) does not preclude the Agent's rights to  indemnification  and
          reimbursement for other costs and expenses as provided in Section 7 of
          this Agreement or Section 8.5 of the Credit Agreement.

     The failure of the Company to comply with any of the covenants set forth in
this  Section  5(b)  shall  constitute,  and shall be deemed to  constitute,  an
immediate Event of Default under the Credit Agreement.

SECTION 6. Covenants.

     In addition to and without  limiting the  Company's  obligations  under the
Credit  Agreement,  the Company  covenants and agrees that at all times from and
after the date hereof:

     6.1 In the event the  Commitment  Letters  are not  delivered  on or before
December 22, 2006, the Agent or its special counsel, on behalf of the Banks, may
engage a financial advisor,  and the Company shall acknowledge and agree to such
engagement  (as amended,  restated or otherwise  modified from time to time, the
"Financial Advisor Engagement Agreement")  satisfactory in form and substance to
the Banks and  their  special  counsel  and the  Company  shall pay all fees and
expenses payable under such Financial Advisor Engagement  Agreement.  After such
engagement,  the Company  shall comply with each of the terms and  conditions of
the Financial Advisor Engagement Agreement.


     6.2. If either (i) the  condition  set forth in Section  1.2(b)(i)  of this
Agreement  is not met,  or (ii) the event  set forth in clause  (x) of the first
proviso to Section 1.2(b) of this Agreement  occurs,  the Company shall pay, and
there shall become due and payable, on the next Business Day following the first
to occur of the events set forth in the  foregoing  clause (i) or clause (ii), a
fee to each  Bank in an  amount  equal to 15 basis  points,  calculated  on such
Bank's  Commitment  (which  fee shall be paid by wire  transfer  of  immediately
available  funds);  such fee shall be deemed  earned  when paid and shall not be
subject to recovery  or  repayment  in the event this  Agreement  is  thereafter
terminated or rescinded for any reason.

     6.3. The Company will not, and will not permit any of its  Subsidiaries  or
Affiliates to, pay or agree to pay any fees or other consideration, or given any
additional  security or  collateral,  or shorten the maturity or average life of
any indebtedness or permanently reduce any borrowing capacity,  in each case, in
favor of or for the benefit for any creditor of the Company (or any agent of any
creditor  or group of  creditors)  without  the  prior  written  consent  of the
Required  Banks  (other  than (i) a fee  payable  to the  holders  of the Senior
Unsecured Notes on  substantially  identical terms to those set forth in Section
6.2 above with respect to the fee payable to the Banks under such Section,  (ii)
any reduction of the facility available under the  Securitization  Documents and
(iii) a waiver fee payable to the Securitization  Lenders under Section 4 of the
New Securitization Waiver).

     6.4. The Company will not permit any Primary Loan Document  (other than the
Credit  Agreement) to be amended,  waived or otherwise  modified  after the date
hereof without the prior written consent of the Required Banks.

     6.5 The  Company  covenants  and  agrees  that it shall  close  the  credit
facilities which are the subject of the Commitment Letters on or before February
15, 2007 and it shall make a drawing  under such credit  facilities on or before
February 15, 2007 for the purpose of repaying all amounts  outstanding under the
Credit Agreement.

The failure of the Company to comply with any of the covenants set forth in this
Section 6 shall  constitute,  and shall be deemed to  constitute,  an  immediate
Event of Default under Section 6.1(d) of the Credit Agreement.

SECTION 7. Fees and Expenses.

The Company  agrees to pay and to save the Agent harmless for the payment of all
costs and expenses  arising in  connection  with this  Agreement,  including the
reasonable  fees of  counsel  to the Agent in  connection  with  preparing  this
Agreement and the related documents.

SECTION 8. Waiver and Release.

Without  limiting the  foregoing,  in order to induce the Agent and the Banks to
enter into this waiver,  the Borrowers  acknowledge  and agree that: (a) neither
any Borrower nor any of their respective  Subsidiaries has any claim or cause of
action against any of the Agent, any Bank or any of their respective  directors,
trustees, officers,  employees or agents (collectively,  the "Released Parties")
relating  to or arising  out of the Loan  Documents  or any of the  transactions
related  thereto;   (b)  neither  any  Borrower  nor  any  of  their  respective
Subsidiaries has any offset right, right of recoupment,  counterclaim or defense
of any  kind  against  any of  their  respective  obligations,  indebtedness  or
liabilities to any of the Released Parties; (c) each of the Released Parties has


heretofore  properly  performed  and  satisfied  in a timely  manner  all of its
obligations to the Borrowers and their  Subsidiaries  under the Loan  Documents,
and (d) neither the Agent nor any Bank has any obligation to make any Advance on
or after February 15, 2007.  Notwithstanding  this representation and as further
consideration  for  the  agreements  and  understandings  herein,  each  of  the
Borrowers,  on behalf of itself and its  employees,  agents,  executors,  heirs,
successors and assigns (the "Releasing Parties"),  hereby releases the Agent and
the  Banks,  their  respective  predecessors,  officers,  directors,  employees,
agents, attorneys,  affiliates,  subsidiaries,  successors and assigns, from any
liability,  claim, right or cause of action which now exists or hereafter arises
as a result  of acts,  omissions  or  events  occurring  on or prior to the date
hereof,  whether known or unknown,  including but not limited to claims  arising
from or in any way  related  to the Loan  Documents  or any of the  transactions
relating  thereto.  No Released  Party shall be liable with respect to, and each
Borrower  hereby  waives,  releases  and  agrees  not to sue for,  any  special,
indirect or  consequential  damages relating to any Loan Document or arising out
of its activities in connection  herewith or therewith  (whether  before,  on or
after the date hereof).

SECTION 9. Miscellaneous.

     9.1 Within 10 Business Days after the Effective  Date,  each Borrower shall
have delivered such certificates of officers,  incumbency certificates,  charter
documents,  resolutions,  good standing certificates and other documents related
to the  status  of  each  Borrower  and as to the  proper  authorization  of the
transactions  contemplated  by this  Agreement,  as  reasonably  required by the
Agent,  provided that the Agent may extend the date by which this requirement is
required to be satisfied.

     9.2 References in the Credit Agreement or in any other Loan Document to the
Credit  Agreement  shall be deemed to be references  to the Credit  Agreement as
amended hereby and as further  amended from time to time.  Without  limiting the
definition  of Loan  Documents,  this  Agreement  and all other  agreements  and
documents executed in connection herewith constitute Loan Documents.

     9.3 Except as expressly amended hereby, the Borrowers agree that the Credit
Agreement  and all other Loan  Documents  are ratified and  confirmed  and shall
remain  in full  force  and  effect  and that it has no set  off,  counterclaim,
defense or other  claim or dispute  with  respect to any of the  foregoing.  The
Borrowers  hereby  acknowledge  and affirm the  accuracy of all recitals to this
Agreement.  The  Borrowers  represent  that  they have no  intention  to file or
acquiesce in the filing of any bankruptcy or insolvency proceeding hereafter and
believe that the period of time allowed by this Agreement are sufficient for the
Borrowers to accomplish the transactions it has undertaken as represented to the
Banks.  Terms used but not defined  herein  shall have the  respective  meanings
ascribed thereto in the Credit Agreement.

     9.4 The Credit  Agreement and the other Loan Documents,  as amended by this
Agreement,  constitute the entire  understanding  of the parties with respect to
the  subject  matter  hereof  and may only be  modified  or amended by a writing
signed by the party to be charged.  If any  provision  of this  Agreement  is in
conflict with any applicable statute or rule of law or otherwise  unenforceable,
such  offending  provision  shall be null and void  only to the  extent  of such
conflict or  unenforceability,  but shall be deemed  separate from and shall not
invalidate any other provision of this Agreement.

     9.5 This Agreement may be executed in any number of  counterparts  with the
same  effect  as if the  signatures  thereto  and  hereto  were  upon  the  same
instrument.  Facsimile  copies  of  signatures  shall  be  treated  as  original
signatures for all purposes under this Agreement.


     9.6  Each of the  Borrowers  agrees  to  execute  and  deliver  any and all
documents  reasonably  deemed necessary or appropriate by the Agent or the Banks
to carry out the intent of and/or to implement this Agreement.

     9.7 This Agreement  shall not be construed more strictly  against the Banks
or the Agent merely by virtue of the fact that the same has been prepared by the
Banks and the Agent or their counsel,  it being  recognized  that the Borrowers,
the Agent and the Banks have  contributed  substantially  and  materially to the
preparation of this  Agreement,  and each of the parties hereto waives any claim
contesting the existence and the adequacy of the  consideration  given by any of
the other parties hereto in entering into this Agreement.

                            [signature pages follow]

     If you are in  agreement  with  the  foregoing,  please  sign  the  form of
agreement on the accompanying counterpart of this Agreement and return it to the
Agent.

                              INVACARE CORPORATION

                              By: /s/ Gregory C. Thompson
                              Name: Gregory C. Thompson
                              Title: Chief Financial Officer

                              INVACARE (DEUTSCHLAND) GmbH

                              By: /s/ Gregory C. Thompson
                              Name: Gregory C. Thompson
                              Title: Authorized Officer

                              INVACARE AUSTRALIA PTY. LTD.

                              By: /s/ Gregory C. Thompson
                              Name: Gregory C. Thompson
                              Title: Authorized Officer

                              INVACARE CANADA INC.

                              By: /s/ Gregory C. Thompson
                              Name: Gregory C. Thompson
                              Title: Authorized Officer

                              INVACARE S.A.

                              By: /s/ Gregory C. Thompson
                              Name: Gregory C. Thompson
                              Title: Authorized Officer

                              INVACARE (UK) LIMITED

                              By: /s/ Gregory C. Thompson
                              Name: Gregory C. Thompson
                              Title: Authorized Officer

                              INVACARE INTERNATIONAL SARL

                              By: /s/ Gregory C. Thompson
                              Name: Gregory C. Thompson
                              Title: Authorized Officer

                              DOMUS HOMECARE AG

                              By: /s/ Gregory C. Thompson
                              Name: Gregory C. Thompson
                              Title: Authorized Officer

                              INVACARE HOLDINGS CV

                              By: /s/ Gregory C. Thompson
                              Name: Gregory C. Thompson
                              Title: Authorized Officer

                              SCANDINAVIAN MOBILITY INTERNATIONAL APS

                              By: /s/ Gregory C. Thompson
                              Name: Gregory C. Thompson
                              Title: Authorized Officer

                              2030604 ONTARIO INC.

                              By: /s/ Gregory C. Thompson
                              Name: Gregory C. Thompson
                              Title: Authorized Officer

                              CARROLL HEALTHCARE, INC.

                              By: /s/ Gregory C. Thompson
                              Name: Gregory C. Thompson
                              Title: Authorized Officer


                              Accepted and agreed to:

                              JPMORGAN CHASE BANK,  N.A.,
                              as a Lender and as Agent

                              By: /s/ Dane E. Jergens
                                      Dane E. Jergens
                              Title: Vice President

                              KEYBANK NATIONAL ASSOCIATION,
                              as a Bank and Syndication Agent

                              By: /s/ J.T. Taylor
                                      J.T. Taylor
                              Title: Senior Vice President

                              NATIONAL CITY BANK,
                              as a Bank and Documentation Agent

                              By: /s/ Robert S. Coleman
                                      Robert S. Coleman
                              Title: Senior Vice President

                              BANK OF AMERICA, N.A.,
                              as a Bank and Documentation Agent

                              By: /s/ Kevin R. Wagley
                                      Kevin R. Wagley
                              Title: Senior Vice President

                              CALYON NEW YORK BRANCH

                              By: /s/Thomas Randolph
                                     Thomas Randolph
                              Title: Managing Director

                              By: /s/Doug Weir
                                     Doug Weir
                              Title: Vice President


                              HARRIS N.A.

                              By: /s/ Todd M. Kosteinik
                                      Todd M. Kosteinik
                              Its: Vice President

                              NORDEA BANK FINLAND PLC, NEW YORK BRANCH

                              By: /s/ Henrik M. Steffensen
                                      Henrik M. Steffensen
                              Its: Senior Vice President

                              By: /s/ Gerald E. Chelius Jr.
                                      Gerald E. Chelius Jr.
                              Its: Senior Vice President Credit

                              PNC BANK, NATIONAL ASSOCIATION

                              By: /s/ Patrick D. Flaherty
                                      Patrick D. Flaherty
                              Its: Credit Officer

                              SUNTRUST BANK

                              By: /s/ William Priester
                                      William Priester
                              Its: Director

                              THE BANK OF NEW YORK

                              By: /s/ John M. Lokay Jr.
                                      John M. Lokay Jr.
                              Its: Vice President


                              COOPERATIEVE CENTRALE RAIFFEISEN-
                              BOERENLEENBANK B.A.
                              "RABOBANK INTERNATIONAL",
                              NEW YORK BRANCH

                              By:

                              Its:

                                    EXHIBIT A

                             Form of New NPA Waiver
           (To be conformed for each of the Note Purchase Agreements)

                                    EXHIBIT B

                        Form of New Securitization Waiver 

Basic Info X:

Name: SECOND WAIVER AND AMENDMENT AGREEMENT
Type: Waiver
Date: Dec. 19, 2006
Company: INVACARE CORP
State: Ohio

Other info: