RESPIRONICS CORPORATE SERVICES

RESPIRONICS

CORPORATE SERVICES

0000 Xxxxx Xxxxx Xxxx

Murrysville, Pennsylvania 00000-0000

Phone: 000-000-0000

Fax: 000-000-0000

December 29, 2005

Via pdf to Xxxxx@xxxxx-xxxxx.xxx and Xxxxxxxx@xxxxx-xxxxx.xxx

Xx. Xxxxxxx X. Xxxx

President & CEO

Xxxxx Xxxxx, Inc.

00 Xxxxxx Xxxx

Totowa, NJ 07512

Re: Air-Filled Cushion Anesthesia Mask Supply Agreement, as Amended

Dear Xx. Xxxx:

Reference is hereby made to Section 1 of that certain Amendment to Air-Filled Cushion Anesthesia Mask Supply Agreement dated September 14, 1999 (the “Amendment”).

Section 1 of the Amendment is hereby deleted and replaced with the following:

1. Term of Supply Agreement. The Supply Agreement is hereby amended to provide that the term of the Supply Agreement shall be extended and shall run through June 30, 2007. Unless VSI or RI notifies the other party in writing prior to January 1, 2007 of its intent to terminate the Supply Agreement on June 30, 2007, the Supply Agreement shall automatically be extended for an additional five (5) year period commencing July 1, 2007 and ending June 30, 2012.

If this letter accurately states our agreement, please have executed by Xxxxx Xxxxx where indicated below and return to me no later than the close of business today.

Very truly yours,

RESPIRONICS, INC.

By:	/s/ Xxxxxx X. Xxxxxx
	Xxxxxx X. Xxxxxx President, Sleep and Home Respiratory Care
XXXXX XXXXX, INC.
By:	/s/ Xxx Xxxxx
	Name Printed:		Xxx Xxxxx
	Title:	General Counsel and Vice President Human Resources