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                                                                    EXHIBIT 10.1

                             ASSIGNMENT OF RIGHTS TO
                 PATENT APPLICATIONS, PATENTS AND/OR INVENTIONS


                  THIS AGREEMENT, effective the last date of signature, below,
is between CRITICARE SYSTEMS, INC. ("Criticare") and TELEMED TECHNOLOGIES
INTERNATIONAL, INC. ("TTI").

                                    RECITALS

                  A. TTI is the sole owner of certain intellectual properties,
including the patent applications and patents, and inventions embodied thereby,
as described more fully below.

                  B. TTI desires to assign all of its rights, title and interest
in these properties to Criticare, and Criticare desires to accept such
assignment.

                                   AGREEMENTS

                  In consideration of the recitals and mutual agreements which
follow and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, Criticare and TTI agree as follows:

                  1.       Assignment of Patent Applications and Patents and/or 
Inventions.

                           (a)      TTI hereby assigns and transfers to 
Criticare, its successors and assigns, TTI's entire rights, title and interest
in and to the patents and/or patent applications, together with the inventions
disclosed and/or claimed therein, said patents and patent applications as listed
on Schedule A, attached hereto and incorporated herein. Consistent with the
provisions of this paragraph, TTI will also execute an assignment document for
each patent and patent application, such documents provided as Exhibits A-D
respectively.

                           (b)      TTI also hereby assigns and transfers to 
Criticare, its successors and assigns, its entire rights, title, and interest in
and to any continuation, divisional, renewal, substitute or continuation-in-part
application with respect to any said patent application, in and to any patent
issued from any said patent application, and in and to any extension, reissue or
reexamination patent that may result from any said patents or patent
applications as listed on Schedule A.

                           (c)      TTI agrees to make available to Criticare
within three months after the effective date of this Agreement any and all
know-how and technical information and support necessary or otherwise relating
to any invention disclosed and/or claimed in any said patent or patent
application, such availability to be made at a time and place mutually
convenient to the parties and as reasonably required thereafter by Criticare.

                           (d)      The rights, title and interests assigned by 
TTI in subparagraphs (a)-(b) are hereafter referred to collectively as the
"Patent Rights."
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                  2. Criticare Shares. Concurrent with the execution by TTI of
Exhibits A-E, Criticare will issue 350,000 shares of Criticare common stock to
TTI.

                  3. Warranties by TTI.

                     (a)      TTI represents and warrants that TTI has full and
complete authority to enter into this Agreement and the right to assign the
Patent Rights as provided herein.

                     (b)      TTI represents and warrants that it has no present
knowledge of or from which it can be reasonably inferred that the Patent Rights
or any patent claim thereunder are invalid, or that the exercise of the Patent
Rights in connection with the manufacture, sale or use of any invention or
product disclosed and/or claimed therein would violate the intellectual property
rights of any third party.

                     (c)      TTI represents and warrants that it has taken no
action which adversely affect the rights assigned to Criticare under this
Agreement. TTI further represents and warrants that it owns all rights, title
and interest in and to the Patent Rights free and clear of any and all liens,
security interests, and/or third party encumberances.

                     (d)      TTI warrants and represents that it will not in 
any manner challenge the validity of the Patent Rights assigned to Criticare
under this Agreement. Furthermore, TTI will not intentionally act in any manner
to induce or cause a third party to challenge or question the validity of any of
the Patent Rights.

                     (e)      TTI represents and warrants that the patents 
listed in Schedule A are in force and that all required maintenance fees for
each of the patents have been paid in a timely manner prior to the effective
date of this Agreement. Likewise, TTI represents and warrants the patent
applications listed in Schedule A are pending, proceeding toward disposition and
that all filing and related examination fees have been paid and that all
prosecution actions have been taken in a timely manner.

                     (f)      TTI represents and warrants the patents and
patent applications listed on Schedule A are all the foreign and domestic 
patents and applications owned or licensed by TTI related to the field or
practice of telemedicine and/or the related to the telemedicine products,
devices, services or articles of manufacture currently offered, or manufactured
by or on behalf of TTI.

                  4. Assignment of Accrued Enforcement Rights. TTI assigns and
transfers to Criticare any and all claims or causes of action for infringement
of the Patent Rights accrued prior to the effective date of this Agreement.

                  5. Enforcement of Patent Rights. Each party shall promptly
report in writing to the other any known or suspected infringement of the Patent
Rights by any third party, and shall provide the other with any and all
available information and evidence supporting such infringement. Notwithstanding
the reporting requirement contained herein and consistent with 

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the rights assigned herein, enforcement of the Patent Rights shall be the sole
responsibility of Criticare. In the event Criticare has not filed an action
within 30 days of notice from TTI to enforce the Patent Rights against any third
party for infringement of such rights in the context of electrocardiographic
applications, TTI shall have the right to enforce the Patent Rights as against
infringing electrocardiographic applications. In exercising its rights pursuant
to this paragraph, TTI shall have the sole and exclusive right to select counsel
and shall pay all expenses relating to such enforcement including, without
limitation, attorneys' fees and court costs. At TTI's request Criticare shall
offer reasonable assistance to TTI in connection with such enforcement at no
cost to TTI except for reimbursement of reasonable out-of-pocket expenses
incurred by Criticare, including the salaries (on a per hour of time basis) of
any Criticare personnel incurred in rendering such assistance. Any damages,
royalties, settlement fees or other consideration received by TTI as a result of
such enforcement shall be the sole property of TTI.

                  6. TTI Cooperation.

                     (a)      TTI and its successors and assigns further agree 
to, without further consideration, promptly provide Criticare with all pertinent
documents relating to the patents and patent applications listed on Schedule A
and will, upon Criticare's reasonable request, provide Criticare with all
pertinent facts relating to said patents and patent applications. TTI further
agrees to testify as to said facts and documents in any interference, litigation
or proceeding related thereto. Criticare agrees to reimburse TTI for all
reasonable out-of-pocket expenses incurred by TTI, including the salaries (on a
per hour of time basis) of any TTI personnel incurred in rendering such
assistance.

                     (b)      TTI will promptly execute and deliver to Criticare
or its legal representatives, and undertake all reasonable efforts to secure the
same from its employees, agents, officers, directors, as well as any inventor of
any patent or patent application hereby assigned, at no expense and without
further consideration any and all papers, instruments, documents, affidavits or
declarations determined by Criticare in its reasonable judgment as required by
Criticare to apply for, obtain, maintain, issue or enforce any of said patents
or patent applications, any continuation, divisional, renewal, substitute or
continuation-in-part application, or any patents which may issue from said
applications, and any extension, reissue or reexamination patent that may result
from any said patent and/or patent application. Specifically and without
limitation, TTI will deliver to patent counsel for Criticare copies of all files
maintained by or on behalf of TTI relating to each patent or patent application
listed on Schedule A, such delivery to be made within 30 business days from the
effective date of this Agreement.

                     (c)      TTI further agrees to execute and deliver to 
Criticare or its legal representatives any and all papers, instruments and
documents, reasonably required by Criticare as necessary to effectuate this
Assignment.

                  7. License. Upon assignment of the Patent Rights and execution
of the Exhibits A-D, Criticare will grant TTI a limited, exclusive, royalty-free
license to exercise the Patent Rights solely in the context of
electrocardiographic applications, such license 

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specifically excluding any non-electrocardiographic use, exercise or activity.
The right of TTI to sublicense the Patent Rights is contingent upon the prior
written consent of Criticare, such consent to not be unreasonably withheld. The
terms and conditions of the license granted hereunder to TTI are as provided in
the license agreement attached as Exhibit F and incorporated herein by
reference.

                  8. Entire Agreement. This Agreement constitutes and contains
the entire agreement between TTI and Criticare with respect to assignment of the
Patent Rights. This Agreement supersedes any and all prior understandings and
agreements between the parties with respect to the assignment and/or license of
any Intellectual Property right. Any modification of this Agreement shall be in
writing and executed in the same manner as this Agreement.


                               TELEMED TECHNOLOGIES INTERNATIONAL, 
                               INC.

                               BY  \s\ Lee B. Ehrlichman
                                   ----------------------------
                                   Its                       
                                       ------------------------

                               Date November 3, 1998          



                               CRITICARE SYSTEMS, INC.

                               BY  \s\ Gerhard von der Ruhr   
                                   ----------------------------
                                   Its  President           
                                       ------------------------

                               Date November 3, 1998          

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