VITAL SIGNS, INC.
                         1990 EMPLOYEE STOCK OPTION PLAN
               (As amended and restated through December 1, 1997)

     1. Purpose of the Plan.  The purpose of this stock option plan ("Plan"), to
be known as the "Vital  Signs,  Inc. 1990  Employee  Stock Option  Plan",  is to
attract  qualified  personnel to accept positions of  responsibility  with Vital
Signs,  Inc., a New Jersey  corporation  ("Company"),  to provide incentives for
personnel  to remain in the employ of the  Company  and to induce  personnel  to
maximize the Company's performance during the terms of their options.

     2. Definitions. As used in the Plan, unless the context requires otherwise,
the following terms shall have the following meanings:

            (a)    "Board" shall mean the Board of Directors of the Company.
            (b)    "Change in Control Event" means any of the following events:
                      (i)      the  acquisition by any one person,  or more than
                   one person acting as a group, of  ownership  of stock of the 
                   Company,  other than any person or group of persons who held 
                   such total  voting  power  on the date  that  this  Plan was 
                   first  adopted  by the  Board,  possessing 33-1/3% or more of
                   the total voting power of the capital stock of the Company;
                      (ii)     the approval by the  stockholders  of the Company
                  of (i) any  consolidation  or merger of the  Company, in which
                  the holders of voting stock of the Company immediately  before
                  the  consolidation  or merger will not own 50% or more of the 
                  voting  shares  of the  continuing  or surviving   corporation
                  immediately after such  consolidation or merger, or (ii) any  
                  sale, lease, exchange or other  transfer  (in one  transaction
                  or  series of related  transactions)  of all or substantially 
                  all of the assets of the Company; or
                     (iii)  a change of 50% (rounded to the next whole  percent)
                  in the  membership of the Board of Directors within a 12-month
                  period,  unless  the  election  or  nomination for election by
                  stockholders  of each new  director  within  such  period  was
                  approved by the vote of 80% (rounded to the next whole person)
                  of the  directors  then  still in  office  who were in office 
                  at the beginning of the 12-month period.
                 
            (c)  "Committee"  shall mean a committee of the Board  designated by
the Board and consisting solely of members of the Board (at least two in number)
who have  not,  during  the  twelve  months  preceding  their  election  to such
committee,  been granted any stock option under the Plan or the  Company's  1991
Director Stock option Plan or granted or awarded any equity securities  pursuant
to any other plan of the Company or its affiliates.

            (d) "Common  Stock" shall mean the Company's  common stock,  without
par value,  or if,  pursuant to the adjustment  provisions of Section 12 hereof,
another security is substituted for the Common Stock, such other security.

            (e)  "Effective  Date" shall mean the later of (x) the date on which
the Plan is  approved by  shareholders  of the Company and (y) the date on which
the  Company  files  with the  Secretary  of State of New  Jersey  the  Restated
Certificate of Incorporation approved by the Board on the date on which the Plan
was approved by such Board. 


            (f) "Fair  Market  Value"  shall mean the fair  market  value of the
Common  Stock on the  Grant  Date or other  relevant  date.  If on such date the
Common  Stock is  listed  on a stock  exchange  or is  quoted  on the  automated
quotation  system of NASDAQ,  the Fair Market  Value  shall be the closing  sale
price (or if such price is  unavailable,  the  average of the high bid price and
the low asked  price) on such  date.  If no such  closing  sale price or bid and
asked prices are  available,  the Fair Market Value shall be  determined in good
faith  by  the  Committee  in  accordance  with  generally   accepted  valuation
principles and such other factors as the Committee  reasonably  deems  relevant.

            (g) "Grant Date" shall mean the date on which an Option is granted.

            (h) "Initial Exercise Date" shall mean, for any Option, the date two
years after the Grant Date.

            (i) "Option" shall mean the right,  granted pursuant to the Plan, to
purchase one or more shares of Common Stock. "Incentive Stock Option" shall mean
an Option  granted  pursuant to Section 7 hereof.  "Supplemental  Stock  Option"
shall mean an Option granted pursuant to Section 8 hereof.

            (j)  "Optionee"  shall  mean a  person  to whom an  Option  has been
granted under the Plan.

            3.  Stock Subject to the Plan.  There will be reserved  for use upon
the exercise of Options granted from time to time under the Plan an aggregate of
775,000 shares of Common Stock,  subject to adjustment as provided in Section 12
hereof.  The Board shall determine from time to time whether all or part of such
775,000 shares shall be authorized but unissued shares of Common Stock or issued
shares of Common Stock which shall have been reacquired by the Company and which
are held in its treasury.  If any Option granted under the Plan should expire or
terminate for any reason without having been exercised in full, the  unpurchased
shares shall become  available  for the grant of Options  under the Plan. No one
person participating in the Plan may receive options under the Plan or under any
other  benefit plan of the Company for more than an aggregate of 250,000  shares
of Common Stock in any fiscal year, subject to adjustment as provided in Section
12 hereof.

            4. Administration of the Plan. The Plan shall be administered by the
Committee.  Subject to the provisions of the Plan, the Committee shall have full
discretion:  

             (a) To designate the employees of the Company to whom Options shall
be granted, to determine whether individual Optionees shall be granted Incentive
Stock Options or Supplemental  Stock Options,  to designate the number of shares
to be  covered by each of the  Options,  and to  determine  the time or times at
which Options shall be granted;  

            (b) To determine the exercise  price of Options  granted  hereunder,
subject to Sections 7(a) and 8 (a) hereof;

            (c) To  interpret  the Plan;  

            (d) To promulgate,  amend and rescind rules and regulations relating
to the Plan,  provided,  however,  that no such  rules or  regulations  shall be
inconsistent  with any of the terms of the Plan;  

            (e) To subject any Option to such  additional  terms and  conditions
(not  inconsistent  with the Plan) as may be specified when granting the Option,
including  without  limitation  additional  restrictions  or  conditions  on the
exercise of an Option;

            (f) To  provide  irrevocably,  either at the time of grant or at any
time thereafter,  that an Option shall become fully exercisable  immediately and
automatically upon the occurrence of a Change in Control Event; and

            (g)  To  make  all  other  determinations  in  connection  with  the
administration  of the Plan. The Plan shall be so administered as to qualify the
Incentive Stock Options granted  hereunder as incentive stock options within the
meaning of Section  422A of the Internal  Revenue Code of l986,  as amended (the
"Code").

            5.  Eligibility.  Optionees  shall be selected by the Committee from
among the  employees of the Company and any  subsidiaries  of the Company  other
than Terence D. Wall. Mr. Wall and non-employee directors shall be ineligible to
receive Options under the Plan.  Notwithstanding the foregoing, no member of the
Committee  shall be eligible to receive Options under the Plan while such person
is serving on the Committee.

            6. Term.  No Option shall be granted  under the Plan on or after ten
years after the date on which the Plan was first adopted by the Board.

            7.  Incentive Stock Options.  The following  provisions  shall apply
solely  with  respect  to  Options  which are  designated  by the  Committee  as
"Incentive Stock Options" at the time of the grant: 

            (a) Option Price. The price at which shares of Common Stock shall be
purchased upon exercise of an Incentive  Stock Option shall not be less than the
Fair Market Value of such shares on the Grant Date,  except that if on the Grant
Date an  Optionee  owns  stock  possessing  more than l0% of the total  combined
voting power of all classes of stock of the Company or of the  Company's  parent
(if any) or  subsidiary  corporations,  then the price at which shares of Common
Stock shall be purchased  upon exercise of an Incentive  Stock Option granted to
such  Optionee  shall  not be less than  110% of the Fair  Market  Value of such
shares on the Grant Date.

            (b) Expiration. Except as otherwise provided in Sections 7(c) and 11
hereof,  each  Incentive  Stock  Option  granted  hereunder  shall  cease  to be
exercisable ten years after the date on which it is granted.

            (c) Limited Term. Notwithstanding Section 7(b) hereof, any Incentive
Stock  Option  granted to a person who, at the time the Option is granted,  owns
capital stock possessing more than l0 percent of the total combined voting power
of all  classes  of  capital  stock of the  Company  or its  parent  (if any) or
subsidiary corporations, shall cease to be exercisable five years after the date
that such Option is granted.

            8. Supplemental Stock Options.  The following provisions shall apply
with respect to Options which are  designated by the Committee as  "Supplemental
Stock Options" at the time of grant: 

            (a) Option Price. The price at which shares of Common Stock shall be
purchased  upon exercise of a  Supplemental  Stock Option shall be not less than
the Fair Market Value of such shares on the Grant Date.

            (b) Expiration.  Except as otherwise  provided in Section 11 hereof,
each  Supplemental  Stock Option granted hereunder shall cease to be exercisable
ten years after the date on which it is granted.

            (c) Designation. Any Option which is not designated by the Committee
as an Incentive Stock Option shall be deemed to be a Supplemental Stock Option.

            9.   Exercise of Options.   Unless  the  Committee  accelerates  the
exercise date of any one or more or all Options granted hereunder, the following
provisions  shall apply with respect to the exercise of Incentive  Stock Options
and Supplemental Stock Options:  

            (a) An Option shall not be exercisable prior to the Initial Exercise
Date of such Option.

            (b)  During the first year  after the  Initial  Exercise  Date of an
Option,  such  Option  may only be  exercised  as to up to 25% of the  shares of
Common Stock covered thereby.

            (c) During the first two years after the Initial Exercise Date of an
Option,  such  Option  may only be  exercised  as to up to 50% of the  shares of
Common Stock  covered  thereby,  and the  limitations  set forth in Section 9(b)
hereof  may not be  contravened. 

            (d) During the first three years after the Initial  Exercise Date of
an Option,  such Option may only be  exercised  as to up to 75% of the shares of
Common Stock covered thereby, and the limitations set forth in Sections 9(b) and
9(c) hereof may not be contravened.

            (e) An Option may be  exercised in its entirety or as to any portion
thereof at any time more than three  years after the  Initial  Exercise  Date of
such Option, until the term of such Option expires or otherwise ends.

            10. Method of Exercise. To the extent permitted by Section 9 hereof,
Optionees may exercise  their Options from time to time by giving written notice
to the  Company.  The date of  exercise  shall be the date on which the  Company
receives  such notice.  Such notice shall be on a form  furnished by the Company
and shall state the number of shares to be  purchased  and the  desired  closing
date, which date shall be at least fifteen days after the giving of such notice,
unless an earlier date shall have been mutually agreed upon. At the closing, the
Company shall deliver to the Optionee (or other person  entitled to exercise the
Option) at the principal office of the Company,  or such other place as shall be
mutually  acceptable,  a certificate  or  certificates  for such shares  against
payment  in full of the Option  price for the number of shares to be  delivered,
such payment to be by a certified or bank cashier's  check and/or,  if permitted
by the Committee in its discretion,  by transfer to the Company of capital stock
of the Company having a Fair Market Value (as  determinated  pursuant to Section
2(f)) on the date of exercise  equal to the excess of the purchase  price of the
shares  purchased  over the amount (if any) of the  certified or bank  cashier's
check.  If the Optionee (or other person  entitled to exercise the Option) shall
fail to accept delivery of and pay for all or any of the shares specified in his
notice when the Company  shall  tender such shares to him, his right to exercise
the Option with respect to such unpurchased shares may be terminated.

            11.  Termination of Employment.  In the  event  that  an  Optionee's
employment  terminates  for any  reason  other than  death or  disability,  such
Optionee's Options shall automatically  terminate three months after the date on
which such  employment  terminates,  but in any event not later than the date on
which such Options  would  terminate  pursuant to Sections  7(b),  7(c) and 8(b)
hereof. In the even that an Optionee's  employment terminates by reason of death
or disability,  an Option  exercisable by him shall terminate one year after the
date of death or disability of the Optionee, but in any event not later than the
date on which such Options would  terminate  pursuant to Sections 7(b), 7(c) and
8(b) hereof.  During such time after  death,  an Option may only be exercised by
the Optionee's personal representative,  executor or administrator,  as the case
may be. No exercise  permitted by this  Section 11 shall  entitle an Optionee or
his personal  representative,  executor or administrator to exercise any portion
of any Option beyond the extent to which such Option is exercisable  pursuant to
Section  9 hereof  on the  date  such  Optionee's  employment  with the  Company
terminates.  Notwithstanding any provision in this Plan to the contrary,  in the
event that an employee  continues  to serve as a director or  consultant  to the
Company or any of its subsidiaries  after such employee ceases to be employed by
the Company or any of its  subsidiaries,  the Board shall have the discretion to
provide  that the  employee  shall,  for  purposes  of this  Plan,  be deemed to
continue  in the  employment  of the  Company  until such time that such  person
ceases to serve as a director  of,  consultant  to or employee of the Company or
any of its  subsidiaries;  provided that if the Board  exercises its  discretion
with respect to an Incentive Stock Option so that such Incentive Stock Option is
exercised  beyond the last date  consistent  with treatment of such option as an
"incentive  stock  option"  under the Code,  such option shall be deemed to be a
"Supplemental Stock Option" hereunder.

            12. Changes in Capital Structure.  In the event that, by reason of a
stock  dividend,   recapitalization,   reorganization,   merger,  consolidation,
reclassification,  stock split-up, combination of shares, exchange of shares, or
comparable transaction occurring on a date subsequent to the Effective Date, the
outstanding  shares of Common  Stock of the Company are  hereafter  increased or
decreased, or changed into or exchanged for a different number or kind of shares
or other securities of the Company or of any other corporation, then appropriate
adjustments shall be made by the Board to the number and kind of shares reserved
for  issuance  under  the Plan upon the grant and  exercise  of  Options  and an
appropriate  adjustment  shall be made by the  Board to the  maximum  number  of
shares  subject  to options  which may be  granted  under the Plan and under any
other  benefit  plan of the  Company to any one person in any  fiscal  year.  In
addition, the Board shall make appropriate adjustments to the number and kind of
shares  subject  to  outstanding  Options,  and the  purchase  price  per  share
thereunder shall be appropriately  adjusted  consistent with such change.  In no
event shall fractional  shares be issued or issuable  pursuant to any adjustment
made under this Section 12. The  determination of the Board as to any adjustment
shall be final and conclusive.

            13. Mandatory Exercise. Notwithstanding anything to the contrary set
forth in the Plan,  in the event  that (x) the  Company  should  adopt a plan of
reorganization  pursuant to which (i) it shall merge into,  consolidate with, or
sell  its  assets  to,  any  other  corporation  or  entity  or (ii)  any  other
corporation or entity shall merge into the Company in a transaction in which the
Company shall become a  wholly-owned  subsidiary of another  entity,  or (y) the
Company  should  adopt a plan of complete  liquidation,  the Company may give an
Optionee  written notice thereof  requiring such Optionee either (a) to exercise
his or her Options  within thirty days after  receipt of such notice,  including
all installments whether or not they would otherwise be exercisable at the date,
or (b) to  surrender  such Options or any  unexercised  portion  thereof.  Those
Options which the Company requests to be exercised and which shall not have been
exercised  in  accordance  with  the  provisions  of the Plan by the end of such
30-day period shall  automatically lapse irrevocably and the Optionee shall have
no further rights with respect to such Options.

            14.  Option  Grant.  Each grant of an Option  under the Plan will be
evidenced  by a  document  in such form as the  Committee  may from time to time
approve.  Such document will contain such provisions as the Committee may in its
discretion deem advisable,  including without limitation additional restrictions
or  conditions  upon the  exercise of an Option.  The  Committee  may require an
Optionee,  as a condition  to the grant or exercise of an Option or the issuance
or delivery of shares upon the exercise of an Option or the payment therefor, to
make such representations and warranties and to execute and deliver such notices
of exercise and other  documents as the Committee may deem  consistent  with the
Plan or the terms and conditions of the Option  agreement.  Not in limitation of
any of the foregoing, in any such case referred to in the preceding sentence the
Committee  may also  require  the  Optionee  to execute  and  deliver  documents
(including  the  investment  letter  described in Section 15),  containing  such
representations,  warranties  and  agreements as the Committee or counsel to the
Company  shall deem  necessary or advisable  to comply with any  exemption  from
registration under the Securities Act of l933, as amended,  any applicable State
securities laws, and any other applicable law, regulation or rule.

            15. Investment  Letter. If required by the Committee,  each Optionee
shall agree to execute a statement directed to the Company,  upon each and every
exercise by such Optionee of any Options,  that shares issued  thereby are being
acquired for investment  purposes only and not with a view to the redistribution
thereof,  and  containing  an  agreement  that such  shares  will not be sold or
transferred  unless either (1)  registered  under the Securities Act of 1933, as
amended, or (2) exempt from such registration in the opinion of Company counsel.
If required by the Committee,  certificates  representing shares of Common Stock
issued upon exercise of Options shall bear a restrictive  legend summarizing the
restrictions on transferability applicable thereto.

            16.  Requirement  of Law. The  granting of Options,  the issuance of
shares  upon the  exercise  of an Option,  and the  delivery  of shares upon the
payment  therefor shall be subject to compliance with all applicable laws, rules
and regulations.  Without limiting the generality of the foregoing,  the Company
shall not be obligated to sell,  issue or deliver any shares unless all required
approvals from  governmental  authorities  and stock  exchanges  shall have been
obtained and all applicable  requirements of governmental  authorities and stock
exchanges shall have been complied with.

            17. Tax Withholding.  The Company,  as and when  appropriate,  shall
have the right to require each Optionee purchasing or receiving shares of Common
Stock under the Plan to pay any federal,  state,  or local taxes required by law
to be withheld.

            18. Nonassignability.  No Option shall be assignable or transferable
by an Optionee except by will or the laws of descent and distribution,  in which
event the terms of this Plan,  including all  restrictions  and  limitations set
forth herein,  shall  continue to apply to the  transferee.  Except as otherwise
provided in the immediately  preceding sentence,  during an Optionee's lifetime,
no person other than the Optionee may exercise his or her Options.

            19. Optionee's Rights as Shareholder and Employee. An Optionee shall
have no rights as a  shareholder  of the  Company  with  respect  to any  shares
subject to an Option  until the Option has been  exercised  and the  certificate
with respect to the shares  purchased  upon exercise of the Option has been duly
issued and registered in the name of the Optionee.  Nothing in the Plan shall be
deemed to give an employee  any right to  continued  employment  nor shall it be
deemed to give any  employee  any other  right not  specifically  and  expressly
provided in the Plan.

            20.  Termination and Amendment.  The Board may at any time terminate
or amend the Plan as it may deem advisable,  except that no such  termination or
amendment  shall  adversely  effect any Optionee with respect to any right which
has  accrued  under  the Plan in  regard  to any  Option  granted  prior to such
termination or amendment.

            21.  Sunday  or  Holiday.  In  the  event  that  the  time  for  the
performance  of any  action or the  giving of any notice is called for under the
Plan  within a period of time which ends or falls on a Sunday or legal  holiday,
such  period  shall be  deemed to end or fall on the next  date  following  such
Sunday or legal holiday which is not a Sunday or legal holiday.

            22. Interpretation. This Plan shall be interpreted in a manner which
is consistent  with the  Company's  intention  that all Incentive  Stock Options
granted pursuant to the Plan shall  constitute  "incentive stock options" within
the meaning of Section 422A of the Code.

            23. Modification of Terms.  Provided that (i) an Optionee (who is an
employee of the Company or its  subsidiaries) is not subject to Section 16(b) of
the  Securities  Exchange Act of 1934 and (ii) the Options to be granted to such
Optionee are  "Supplemental  Stock  Options" and not  "Incentive  Stock Options"
hereunder,  and provided that the terms of such Options granted to such Optionee
are  approved  by the  Committee  and  ratified  by the  Board,  the  terms  and
conditions of such Options may, in one or more respects,  vary from the terms of
this  Plan.  In the event that the  Committee  and the Board  determine  that an
Option is to be granted  pursuant  to this  Section 23, the terms of such Option
shall  specifically  state that such  Option is being  granted  pursuant to this
Section 23. In the event that an Option is granted  pursuant to this Section 23,
the terms set forth in the Option grant  document  shall  supersede any terms in
this Plan which are inconsistent with such grant document.