EMPLOYMENT AGREEMENT


     THIS  EMPLOYMENT AGREEMENT (the "Agreement") is made as of May 18, 2000, by
and between CRITICARE SYSTEMS, INC., a Delaware corporation (the "Company"), and
Joseph  Lester  ("Employee").

                                    RECITALS

     A.     Employee  is currently employed by the Company as its Vice President
-  Operations.

     B.     The  Company  desires  to  make  certain agreements with Employee in
order to induce Employee to remain in such employ and in exchange for Employee's
covenants  herein.

     C.     The  parties  desire  to evidence their agreement as to the terms of
the  Company's  employment  of  Employee.

                                   AGREEMENTS

     In  consideration  of the foregoing recitals and mutual covenants contained
herein,  the  parties  hereby  agree  as  follows:

     1.     Employment.  The Company hereby continues its employment of Employee
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as  the  Company's  Vice President - Operations and Employee hereby accepts such
employment,  subject  to  the  provisions  of  this  Agreement.

     2.     Duties  and  Authority.  Employee shall be employed as the Company's
            ----------------------
Vice  President  - Operations.  Employee shall have such duties and authority as
are customary for the Vice President - Operations of a publicly-held corporation
with  similar authority and as the Company's Board of Directors may from time to
time  reasonably  assign  Employee  consistent  with the foregoing and the other
provisions  of  this  Agreement.  Employee  agrees  to  devote employee's entire
business  time, energy and skills to such employment.  However, it is understood
that  Employee shall not be required to devote more than the usual and customary
hours  per  calendar  week  to  such  employment  as  are  generally expected of
similarly situated Employees of publicly-held companies.  At all times, Employee
shall  be  subject  to the direction of the Company's Board of Directors and its
President.

<PAGE>
     3.     Compensation  and  Benefits.  Employee  shall  be  entitled  to  the
            ---------------------------
following  compensation  and  benefits  for  services  rendered  to the Company.

          (a)     Compensation.  Employee  shall  receive  an annual base salary
                  ------------
payable in equal installments not less frequently than monthly.  Employee's base
salary shall be reviewed annually within 30 days prior to the end of each fiscal
year  (but  such  annual base salary shall not be reduced to less than the prior
year's  annual  base  salary  without  Employee's  written  consent).

          (b)     Bonus  Plan.  Employee  shall  be  eligible to receive a bonus
                  -----------
annually,  based  on  Employee's and the Company's financial performance, in the
discretion  of  the  Board  of  Directors  and/or  President.

          (c)     Expense  Reimbursements.  The Company shall reimburse Employee
                  -----------------------
for  actual out-of-pocket costs incurred for reasonable business expenses, other
than  automobile expenses (which are covered in Section 3(d)) in accordance with
the  policies  and  procedures  of  the  Company  in  effect  from time to time.

          (d)     Automobile Allowance.  Employee shall receive a Company car or
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car  allowance  subject  to  Company  policies  in effect from time to time with
respect  to  reimbursement  for  personal  use.

          (e)     Vacations.  Employee  shall  be  entitled to paid vacations of
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not  more  than three weeks each calendar year, which may be taken in Employee's
discretion;  provided,  however,  that  such  vacation  shall  not  unreasonably
interfere  with  the  Company's  needs at such time.  Unused vacation time for a
calendar  year  shall  not  be  carried  over  from  one  year  to  the  next.

          (f)     Health Insurance.  Employee shall be entitled to family health
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insurance  coverage  under  the  Company's group plan on a premium-sharing basis
then  in  effect.

          (g)     Disability  Insurance.  Employee  shall  be  entitled  to
                  ---------------------
participate  in  the  Company's group life insurance and disability insurance in
effect  from  time  to  time.

          (h)     Severance  Pay.
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               (i)     This  Agreement  may  be terminated by the Company at any
time for Cause (as hereinafter defined), and in such event Employee shall not be
entitled  to  receive any further compensation.  For purposes of this Agreement,
the  term  "Cause"  shall  mean  acts of fraud, repeated material misconduct, or
intentional  dishonesty  by Employee in the course of Employee's employment with
the  Company,  or  the  commission  of  a  felony.


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<PAGE>
               (ii)     In  the  event  that  Employee  voluntarily  terminates
Employee's  employment by the Company, Employee shall not be entitled to receive
any  further compensation; provided, however, that if such voluntary termination
occurs  at  any time after Employee has completed three (3) months of employment
by  the  Company  after  the  occurrence  of a Change in Control (as hereinafter
defined),  Employee shall be entitled to receive severance benefits for a period
of  twelve  (12)  months after the date of termination or until Employee secures
new  employment,  whichever  is  shorter,  consisting  of  the  following:

                    A.     Employee's  base  salary,  and

                    B.     The  amount  which  the Company pays for group health
insurance  benefits  with respect to such Employee and Employee's family and the
continuation  of  Employee's  company  provided  life  insurance  or  equivalent
coverage,  and

                    C.     Continuation  of  use  of  the  company  car  or  an
equivalent  car  allowance.

               (iii)     Notwithstanding  anything  to  the  contrary  herein,
Employee's  employment  hereunder may be terminated by the Company without Cause
at  any  time  either  prior  to  or  after  a Change in Control (as hereinafter
defined);  however, in such event, Company shall pay Employee for a period of 12
months  after  the  date  of termination as severance benefits consisting of the
following:

                    A.     Employee's  base  salary,  and

                    B.     The  amount  which  the Company pays for group health
insurance  benefits  with respect to such Employee and Employee's family and the
continuation  of  Employee's  company  provided  life  insurance  or  equivalent
coverage,  and

                    C.     Continuation  of  use  of  the  company  car  or  an
equivalent  car  allowance.

A termination without Cause shall be deemed to have occurred if Company, without
Employee's  consent,  materially  reduces  Employee's  responsibilities, reduces
Employee's salary or requires Employee to relocate or transfer to a site further
than  30  miles  from  Employee's  current  place  of  employment.


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<PAGE>
          The term "Change in Control" shall mean a sale, assignment or exchange
of  more than 51% of the voting stock outstanding immediately after such sale or
the  sale,  assignment  or  exchange  of  substantially all of the assets of the
Company.  The  date  of  the  Change in Control shall mean the date upon which a
sale  is  closed, or in a series of transactions, the date upon which beneficial
ownership  of  the  voting  stock  or  assets  is  transferred.

          All  amounts payable to Employee under this Section 3 shall be paid in
normal  payroll  installments  on  normal  payroll  dates  less  all  applicable
withholding.  Except  as  otherwise  provided  in  this  Section  3,  as  of the
effective  date  of  termination, all obligations of the Company to pay Employee
compensation shall terminate and the Company shall have no further obligation to
Employee  after  the  date  of  termination.

          Upon  termination  of employment for any reason, Employee will deliver
to  the Company all data, records and information, including without limitation,
all  documents,  correspondence,  files,  notebooks, reports, computer programs,
software,  manuals,  customer  information,  samples and all other materials and
copies  thereof relating to the Company's business which Employee may possess or
which  are  under  Employee's  control.

     4.     Options.  In  the  event  of  a  Change in Control of the Company as
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those  terms  are defined in the Agreement, stock options held by Employee shall
become  immediately  exercisable  without  regard  to  vesting and/or applicable
benchmarks  unless the agreement governing the exercise of such options contains
provisions  expressly  to  the  contrary.  In the event of a sale or exchange of
assets  or  stock  anticipated  to  constitute  a Change in Control, the Company
agrees that it shall make provisions for the conversion or exchange of shares to
be  received  upon  the  exercise  of  such  options for the consideration to be
received  by  stockholders  of  the  Company, generally; provided, however, that
Employee  may  be  required  to  provide to the Company an irrevocable notice of
exercise  a  reasonable  period  of  time  prior  to  the actual closing date to
facilitate  such  exchange.

     5.     Confidentiality.  Employee  covenants  that  Employee  shall  at all
            ---------------
times  keep  confidential the Company's financial statements and other financial
information,  except  to the extent (a) disclosure of financial information (but
not  financial statements) is incidental to the performance of Employee's duties
for  the  Company,  (b)  disclosure  is  required  by applicable law, or (c) the
Company's  Board  of  Directors  authorizes  disclosure.


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<PAGE>
     6.     Other  Company  Employees.  For  a  period of one year from the date
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Employee's  employment by the Company terminates, Employee shall not (a) solicit
another Company employee to leave the Company's employ and work for the Employee
or another person or entity, or (b) participate in the hiring of another Company
employee  by  another  person  or  entity  away  from  the  Company.

     7.     Restrictive  Covenant.
            ---------------------

          (a)     As  used  in  this Section 7, the following definitions apply:

               "Products"  mean  vital  signs  medical  monitoring  equipment
primarily  marketed  for  use in hospital and alternate care medical facilities.

               "Protected  Territory" means the United States of America and all
countries  outside  of  the  United  States  of  America.

          (b)     The  Employee  expressly  acknowledges  that:

               (i)     Important  and essential assets of the Company's business
are  the  identity  of the Company's customers for its Products in the Protected
Territory  and the identity of relationships in its distribution network for its
Products  in  the  Protected  Territory  and  their  goodwill toward the Company
relating  to  the  marketing  and  distribution of the Company's Products in the
Protected  Territory,  and

               (ii)     The  Company  through  Employee has expended substantial
time,  money  and effort in acquiring its customers and distribution network for
its Products in the Protected Territory, and the business and goodwill which the
Company  enjoys are dependent to a high degree upon their personal relationships
with  Employee;

               (iii)     Selling  and  servicing  the  Company's Products in the
Protected Territory requires special skills and knowledge which are vital assets
of  the  Company.

          (c)     Employee  expressly  agrees  that  during  the  term  of  this
Agreement and for the period of 12 months after Employee's voluntary termination
of  employment or for the period of 12 months after the Company's termination of
Employee's  employment  with  or  without  Cause  (the  running of said 12 month
periods  being  tolled  during  any  breach  of the provisions of this section):


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<PAGE>
               (i)     The Employee will not, either directly or indirectly, for
Employee  or  on  behalf  of  or  in  conjunction  with  any other person, firm,
partnership,  corporation, association or other entity, contact in the Protected
Territory  any  customer  of the Company to whom the Company has sold any of its
Products within the 18 months immediately preceding Employee's termination or to
whom  the  Company or any member of its distribution network has made a proposal
in  the Protected Territory for the sale of the Company's Product within the six
months  preceding  Employee's  termination  or  to  whom  Employee  or Company's
distribution  network  called upon in the Protected Territory during the periods
described  above  for  the  primary  purpose  of soliciting such customer in the
Protected  Territory  with  respect  to  purchasing  or  obtaining services with
respect  to  Products  for  use  in  the  Protected Territory which compete with
Products  manufactured  and  sold  by  the  Company,  and

               (ii)     Employee  will  not  directly  or  indirectly solicit or
communicate  with members of the Company's distribution network in the Protected
Territory at the time Employee's employment is terminated or who were members of
such  distribution  network  in  the  Protected  Territory  within  12  months
immediately  preceding  such termination date (y) for the purpose of encouraging
such  persons  to leave or terminate their relationship with the Company, or (z)
for  the  primary  purpose  of  encouraging  such members to represent any other
person, firm, partnership, corporation, association or other entity with respect
to  the  sale,  lease  or servicing of Products in the Protected Territory which
compete  with  Products  manufactured  and  sold  by  the  Company.

          (d)     Employee  further  expressly agrees that at no time during the
term  of  this Agreement will Employer engage in or have a financial interest in
any  business which is offering, selling, supplying, manufacturing, or servicing
Products  which  are  competitive with any Products offered, sold or supplied by
the  Company  to  any  person,  firm, partnership, corporation, or other entity.

          (e)     Employee  further agrees that the remedy at law for any breach
for  any  of  the  provisions  of  this  section will be inadequate and that the
Company,  its  successors  or  assigns shall be entitled to injunctive relief in
addition to any other rights or remedies which the Company may have for any such
breach.


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<PAGE>
     8.     Arbitration.  Any  controversy  or claims arising out of or relating
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to  this  Agreement shall be submitted to binding arbitration in accordance with
the  Commercial  Arbitration  Rules  of  the American Arbitration Association in
Waukesha  County,  Wisconsin,  and  judgment  upon  the  award  rendered  by the
arbitrator  may  be  entered  in  any court having jurisdiction thereof.  If the
parties  cannot  agree on the choice of a single arbitrator within 15 days after
receipt  of  a  notice  of  arbitration,  then  the  parties  shall  contact the
chairperson  of the Alternative Dispute Resolution section of the Wisconsin Bar,
who  shall select an independent arbitrator, and the arbitrator shall be decided
by  such independent arbitrator.  Each of the parties reserves the right to file
with  a  court  of  competent  jurisdiction  an  application  for  temporary  or
preliminary  injunctive  relief  or  a temporary protective order on the grounds
that  the  arbitration  award  to  which  the  applicant  may be entitled may be
rendered ineffective in the absence of such relief.  The arbitration award shall
be in writing, and shall specify the factual and legal bases for the award.  The
losing  party  shall  pay  all  costs  and  expenses  of  the  arbitrator.

     9.     Notices.  Any notice, request, approval, consent, demand, permission
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or  other  communication  required  or  permitted  by  this  Agreement  shall be
effective  only if it is in writing signed by the party giving same and shall be
deemed  to  have  been  sent, given and received only either (a) when personally
received  by  the  intended recipient, or (b) three days after depositing in the
United States Mail, registered or certified mail, return receipt requested, with
first-class  postage  prepaid,  addressed  as  follows:

          If  the  Employee:

          Joseph  Lester
          ------------------------
          ------------------------

          If  to  the  Company:

          Criticare  Systems,  Inc.
          20925  Crossroads  Circle
          Waukesha,  WI  53186
          Attn:  President

or  to  such  other  address  as  the  intended  recipient  may have theretofore
specified  by  notice  given  to  the  sender  as  provided  in  this  section.


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<PAGE>
     10.     Assignability.  This  Agreement  requires  the personal services of
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Employee,  and Employee's rights or obligations hereunder may not be assigned or
delegated  except as set forth in this Agreement.  In the event of a sale of the
stock  of  the  Company,  or consolidation or merger of the Company with or into
another  company  or  entity,  or the sale of all or any substantial part of the
assets  of the Company to another corporation, entity or individual, the Company
may assign this Agreement to any successor in interest and upon such assignment,
Company  shall have no further liability hereunder and the successor in interest
shall be subject to all obligations and be entitled to enforce all rights of the
Company  under  this  Agreement.  Subject to the foregoing, this Agreement shall
bind and inure to the benefit of the parties and their respective successors and
assigns.

     11.     Other  Agreements.  This  Agreement  contains  the entire agreement
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between  the Company and Employee with respect to the subject matter hereof, and
merges  and  supersedes  all  prior  agreements,  understandings or negotiations
whatsoever  with  respect  to  the  subject  matter  hereof.

     12.     Amendments  and  Waivers.  No  amendment  to  this Agreement or any
             ------------------------
waiver  of any of its provisions shall be effective unless expressly stated in a
writing  signed  by  both  parties.  No delay or omission in the exercise of any
right,  power  or  remedy  under  or for this Agreement shall impair such right,
power  or  remedy  or  be  construed as a waiver of any breach.  Any waiver of a
breach  of  any  provision of this Agreement shall not be treated as a waiver of
any other provision of this Agreement or of any subsequent breach of the same or
any  other  provision  of  this  Agreement.

     13.     Severability.  If  any  provision  of  this Agreement shall be held
             ------------
illegal, invalid or otherwise unenforceable under controlling law, the remaining
provisions of this Agreement shall not be affected thereby but shall continue in
effect.

     14.     Governing  Law.  This  Agreement shall be governed by and construed
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and  enforced  in  accordance  with  the  laws  of  the  State  of  Wisconsin.

                                                CRITICARE  SYSTEMS,  INC.


                                                BY:   /s/  Emil  Soika
                                                   -----------------------------
                                                   Its  President  and  CEO


                                                EMPLOYEE:


                                                    /s/   Joseph  Lester
                                               ---------------------------------
                                               Joseph  Lester

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