AGREEMENT

EXHIBIT 3

AGREEMENT

     Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of Common Stock of Visicu, Inc.

     EXECUTED this 27th day of December, 2007.

STERLING VENTURE PARTNERS, L.P.

By:   STERLING VENTURE PARTNERS, LLC
         General Partner

	By:	*
		Xxxxxxx Xxxxxxxx
		Managing Member

STERLING VENTURE PARTNERS, LLC

	By:	*
		Xxxxxxx Xxxxxxxx
		Managing Member

          *
Xxxxxxx Xxxxxxxx

          *
Xxxx Xxxxxx

          *
Xxxxxx Xxxxxxxxx

*/s/ Xxxxxxx Xxxxxxxxx

Xxxxxxx Xxxxxxxxx
As attorney-in-fact

This Agreement was executed by Xxxxxxx Xxxxxxxxx pursuant to a Power of Attorney which is being filed with the Securities and Exchange Commission with this Schedule 13D filing for Visicu, Inc. and said Power of Attorney is incorporated herein by reference and a copy of which is attached as Exhibit 4.