Exhibit 10.23 AMENDMENT NO. 1 TO THE EMPLOYMENT AGREEMENTS BETWEEN RESPIRONICS, INC. AND CRAIG B REYNOLDS This Amendment No. 1, dated as of February 11, 1998, by and between Respironics, Inc. and Craig B. Reynolds ("Executive"). WHEREAS, the parties...

                                                                   Exhibit 10.23

                 AMENDMENT NO. 1 TO THE EMPLOYMENT AGREEMENTS
                BETWEEN RESPIRONICS, INC. AND XXXXX X XXXXXXXX

          This Amendment No. 1, dated as of February 11, 1998, by and between
Respironics, Inc. and Xxxxx X. Xxxxxxxx ("Executive").

          WHEREAS, the parties hereto are parties to an Employment Agreement and
offer letter dated on or about November 10, 1997 (collectively, the "Employment
Agreements"), and

          WHEREAS, the parties hereto wish to amend the Employment Agreements in
the manner hereinafter specified in order to effectuate an agreed upon change in
title and responsibility;

          NOW THEREFORE, the parties hereto, in consideration of their mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, covenant and agree as follows:

          1.  Sections 1.01 and 4.05 of the Employment Agreement are amended so
that Executive's position now is "Senior Vice President, Respiratory Group"
instead of "Senior Vice President, New Product Development."

          2.  The offer letter is amended so that Executive's position now is
"Senior Vice President, Respiratory Group" instead of "Senior Vice President,
New Product Development."

          3.  The parties hereto agree that this position change has been
mutually agreed upon and that it does not trigger any termination or
compensation provision in the Employment Agreements, including but not limited
to any right for Executive to terminate under Section 2.04 of the Employment
Agreement and receive termination payments.

          4.  Except as amended hereby, the Employment Agreements shall continue
in full force and effect as originally entered into.

          IN WITNESS WHEREOF, the parties hereto have executed this Amendment or
caused this Amendment to be executed the day and year first above written.



Witness:

/s/ Xxxxxx X. Xxxxx                          /s/ Xxxxx X. Xxxxxxxx
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                                                 Xxxxx X. Xxxxxxxx

Attest:

                                            RESPIRONICS, INC.

/s/ Xxxxxx X. Xxxxxx                        By: /s/ Xxxxxx X. Xxxxxx    2/11/98
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        Secretary
                                            Title: Pres & CEO
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