EXHIBIT 10.9

                                    AGREEMENT


     This  AGREEMENT,  dated as of the 20th of  September,  1996, by and between
Ridgewood Investment Associates ("Ridgewood"), and Vital Signs, Inc. ("VSI"),

                                   WITNESSETH:

     WHEREAS,  VSI  owns the  shares  of  capital  stock  of  Cardiologics  LLC,
described  in Exhibit A annexed  hereto  (the  "Shares"  and desires to sell the
Shares to Ridgewood; and

     WHEREAS,  Ridgewood  desires to purchase the Shares from VSI in  accordance
with the terms set forth herein,

     NOW, THEREFORE, in consideration of the mutual convenants set forth herein,
the parties hereto hereby agree as follows:

     1. Purchase and Sale. At a closing to be held concurrent with the execution
of this  Agreement,  VSI hereby  sells to  Ridgewood  the Shares as indicated on
Exhibit A annexed  hereto for the  purchase  price of  $1,000,000.  In addition,
Ridgewood  shall  reimburse  VSI  for  the  amounts   described  in  Section  3.
Concurrently with the execution of this Agreement,  Ridgewood hereby delivers to
VSI  promissory  notes as  indicated  in Exhibit B in full  satisfaction  of the
purchase price of the Shares.

     2. Ridgewood hereby agrees to assume all commitments,  representations  and
warranties set forth in the Investment  Agreement dated January 19, 1996 between
VSI and Steven Kontos ("the  Agreement")  reflecting the  understanding  between
such  parties  as to  their  relationship  with  respect  to  Cardiologics  LLC.
Ridgewood  hereby  agrees to  indemnify  and hold VSI  harmless  for any and all
liabilities relating to the Agreement.

     3.  Ridgewood  hereby agrees to reimburse VSI for all funds expended by VSI
through  the closing  date  pursuant to the  Agreement.  Furthermore,  Ridgewood
andVSI  agree  to  an  orderly  transition  period  whereby  the  activities  of
Cardiologics  will be  permitted  to continue  under the  relationship  with VSI
established  in January  1996.  Ridgewood  agrees to reimburse VSI for all fully
documented expenditures paid by VSI on behalf of Cardiologics beyond the closing
date.  VSI and Ridgewood  shall  mutually agree on the time table for an orderly
transition period.

     4.  Warranties and  Representations.  VSI hereby warrants and represents to
Ridgewood that it owns the Shares, and is hereby  transferring the Shares,  free
and  clear  of  all  liens,  security  interests,   pledges,   encumbrances  and
restrictions whatsoever.

     5.  Assignment.  VSI hereby assigns to Ridgewood,  all such rights that VSI
has as a shareholder of Cardiologics LLC, including without limitation, all such
rights that exist  pursuant to the Agreement  described in Section 2 above.  If,
for any reason,  such agreements and/or applicable  instruments or laws preclude
VSI from  transferring  record  ownership of the Shares,  VSI shall use its best
efforts to effect  appropriate  amendments to any such  amendable  agreements or
instruments  and, in any event,  shall  confer upon  Ridgewood  all economic and
other rights and benefits associated with ownership of the Shares.

     6. Further Assurances.  VSI shall, at its expense, take any and all further
steps as shall be  required  to effect the  transfer of the Shares in the manner
contemplated by this Agreement.

     In WITNESS WHEREOF,  the undersigned have executed this Agreement as of the
date first set forth above.


                                                /s/ Terence D. Wall
                                                _________________________
                                                Terence D. Wall, President
                                                Vital Signs, Inc.



                                                 /s/ Frank DeBernardis
                                                 _________________________
                                                 Frank DeBernardis
                                                 General Partner
                                                 Ridgewood Investment Associates
/s/ Anthony J. Dimun
__________________________
Witness Anthony J. Dimun
Executive Vice President  &
Secretary, Vital Signs, Inc.

                                    EXHIBIT A


      Shares                                              Description

   5,100 units representing                      Cardiologics LLC, a limited
   51% of the total LLC                          liability company organized
   membership units and                          under the laws of the State of
   capital.                                      New Jersey in January, 1996.


                                                                    Exhibit B

                             SECURED PROMISSORY NOTE

Principal Amount:  $1,000,000.00                              September 20, 1996


     Ridgewood  Investment  Associates  promises to pay, in lawful monies of the
United States of America, to the order of Vital Signs, Inc. (the"Holder"),  the
principal sum of One Million Dollars ($1,000,000), together with interest, at 20
Campus  Road,  Totowa,  New Jersey  07512 or such other  place as the Holder may
designate.

1.   Interest. Interest will accrue on the unpaid principal balance from today's
     date at the  rate of  eight  percent  (8%)  per  annum  and will be due and
     payable on the due dates.  If the Obligor  fails to make payment in full on
     the Due Date,  then interest will accrue on the unpaid balance from the Due
     Dates,  at the  Default  Rate  which  shall be equal to the  lesser of: (i)
     twelve percent (12%) per year, or (ii) the maximum rate of interest allowed
     by applicable law.

2.   Security.  As security  for the  Obligor's  obligation  under this Note and
     other  indebtedness  of the Obligor to the Holder,  the Obligor is granting
     the holder a security  interest in certain  investments  as  described in a
     Security  Agreement  between the Obligor and the Holder dated today's date.
     If the  Obligor  fails to pay this Note on the due  date,  the  Holder  may
     exercise  all of the  Obligor's  rights  and  remedies  afforded  a secured
     creditor under the Security Agreement in accordance with New Jersey law.

3.   Due Dates.  The "Due Dates"  shall be the dates of repayment of amounts due
     hereunder  or such other date  specified  for  repayment  in writing by the
     Holder. Such Due Dates are as follows:

             a)     On or before January 2, 1997        - $500,000

                    On or before April 1, 1997 - $500,000

             b)     Amounts due pursuant to Section 3 of the Agreement dated 
                    September 20, 1996 shall be due on demand as demanded by the
                    Holder.

4.   Collection  Costs and  Expenses.  The  Obligor  agrees to pay all costs and
     expenses,  including reasonable  attorneys' fees, incurred by the Holder in
     effecting collection of all amounts due under this Note or in enforcing the
     Security  Agreement.  All such  costs  and  expenses  shall be added to the
     principal  amount  due under  this Note,  and shall  bear  interest  at the
     Default Rate provided for in Paragraph 1 of this Note.

<PAGE>

5.   No Waiver by  Lender.  Any delay or  failure  by the  Holder in taking  any
     action or exercising  any remedy shall not prevent the Holder from doing so
     later,  and shall not act as a waiver of any of the  Holder's  rights under
     this Note.

6.   Borrower'  Waivers.  The Obligor waives  presentment for payment,  demand,
     notice of protest,  notice of dishonor and any other  notices or demands in
     connection  with  the  delivery,   acceptance,   payment,   performance  or
     enforcement  of this Note,  except for  demands  for  payment  pursuant  to
     paragraph  3 above.  In any action or  proceeding  brought by the Holder to
     collect  any amount due under this Note or  otherwise  arising out of or in
     connection  with this Note or the Security  Agreement,  the Obligor  waives
     trial by jury and the Holder by  acceptance  of this Note also waives trial
     by jury.

7.   Governing  Law.  This Note is made and  delivered  in  accordance  with New
     Jersey  (U.S.A.) law and New Jersey  (U.S.A.) law controls  with respect to
     any interpretation  and/or enforcement.  For purposes of this Note, Obligor
     (i) agrees to accept  personal  jurisdiction in New Jersey  (U.S.A.),  (ii)
     agrees  that  exclusive  venue for any and all  litigation  shall be in New
     Jersey  (U.S.A.),  (iii)  waives  any  claim  of  lack of  jurisdiction  or
     inconvenient forum, and (iv) agrees that any judgement rendered in favor of
     the Holder may be enforced where the Maker's assets are located.

                                                RIDGEWOOD INVESTMENT ASSOCIATES


                                               By:      /s/Frank DeBernardis
                                                        ________________________
                                                        Frank DeBernardis


<PAGE>
                               SECURITY AGREEMENT

     THIS SECURITY  AGREEMENT  (the  "Agreement")  is made as of the 20th day of
September,  1996 by and between Ridgewood Investment  Associates,  a partnership
organized and existing  under the laws of New Jersey (the  "Debtor"),  and Vital
Signs, Inc. (the "Secured Party").

                              W I T N E S S E T H:

     WHEREAS,  Debtor  has  executed  in favor of  Secured  Party  that  certain
Promissory Note dated the date hereof in the original  principal  amount of U.S.
$1,000,000.00 (the "Note"); and

     WHEREAS,  to secure the  punctual  payment of the  principal  and  interest
payable  under the Note and any other sums owed from the  Debtor to the  Secured
Party (such  principal,  interest and other sums being hereunder  referred to as
the "Obligations"),  the Secured Party has requested,  and the Debtor has agreed
to grant, a security interest in the collateral (as hereinafter defined);

     NOW  THEREFORE,  in  consideration  of the  premises and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto agree as follows:

1.   Grant of Security Interest. As collateral security for the due and punctual
     payment in full of the Obligations, the Debtor hereby grants and conveys to
     the Secured Party a first  perfected  interest in investments  set forth in
     Exhibit  A  (hereafter  referred  to as  the "Collateral").  The  security
     interest  granted hereby shall terminate upon the payment in full of all of
     the Obligations.

2.   Representations,  Warranties and Covenants. The Debtor represents, warrants
     and covenants to and with the Secured Party as follows:

     (a)  Except  for  the   security  interest  granted  hereunder,   all  of  
          existing Collateral is owned by Debtor free and clear of all liens and
          encumbrances and  Debtor  will  keep the  collateral  free and  clear 
          of all  liens  and encumbrances so long as this Agreeemnt is in force 
          with respect thereto.

    (b)   Debtor shall pay and discharge when  due  all  taxes, assessments and 
          governmental charges of every kind upon it or its properties which, if
          unpaid,  might  by  law  become  a lien or charge upon its respective 
          properties.

    (c)   Debtor shall not sell, transfer or otherwise dispose of, or remove any
          of  the  items of  property which comprise the Collateral without the 
          prior written consent of the Secured party.

<PAGE>

3.   Default,  Rights and Remedies. If any default (including any failure to pay
     timely when due, at maturity,  by  acceleration  or otherwise)  shall occur
     hereunder  or under the Note,  or then  Secured  Party shall have the right
     upon written  notice to Debtor to declare  this  Agreement to be in default
     and  thereafter  shall have (i) all rights and  remedies  provided  by law,
     including  those of a secured party under the Uniform  Commercial  Code, in
     addition  to the rights and  remedies  provided  for herein or in any other
     agreement  between Debtor and Secured Party,  (ii) the right to declare any
     or all of the Obligations  due and payable,  without  presentment,  demand,
     protest or notice of any kind,  all of which are hereby  expressly  waived,
     (iii) the right to  dispose  of the  Collateral  and  exercise  any and all
     rights and remedies  afforded  Secured  Party under any and all  applicable
     provisions  of the law,  (iv) the right to notify  account  debtors to make
     payments  directly to the Secured  Party and/or (v) the right to enter upon
     the premises on which the Collateral is located, inspect the Collateral, to
     take possession thereof and any records related thereto, demand and receive
     such  possession  from the Debtor or any person or  organization  which has
     possession thereof, and to take such measures as the Secured Party may deem
     necessary or proper for the care of protection thereof, including the right
     to remove  all or any  portion,  to sell or cause to be sold,  at public or
     private sales,  in one or more sales or parcels,  all or any portion of the
     Collateral without notice of intention to sell or of time or place of sale;
     provided, however, that Secured Party shall give the Debtor ten days' prior
     written notice of the time and place of any proposed sale or sales and such
     other notice as may be required by applicable  laws. Any disposition of the
     Collateral  pursuant hereto shall be made in a manner which is commercially
     reasonable  within the meaning of the Uniform  Commercial Code as in effect
     in the jurisdiction or jurisdictions  where the Collateral is located.  All
     of Secured Party's rights, remedies and benefits herein expressly specified
     shall be  cumulative  and not  exclusive of any other  rights,  remedies or
     benefits which the Secured Party may have under this  Agreement,  at law or
     otherwise.

4.   Application  of Proceeds.  All proceeds from the sale of the  Collateral by
     Secured Party  hereunder  shall be applied first,  against the cost of such
     sale or  collection,  second,  against  any amounts due and owing under the
     Notes or the Fee  Agreement,  third,  to any  other  sums due by  Debtor to
     Secured  Party,  and  fourth,   to  Debtor  or  as  a  court  of  competent
     jurisdiction may otherwise direct.

5.   Notices.  Any notice,  request,  demand or other communication  required or
     permitted  hereunder shall be given in writing,  by certified or registered
     mail,  postage  prepaid,  or delivered  to the last known  addresses of the
     parties hereto (or at such other address or in care of such other person as
     hereafter shall be designated in writing by any party to the other party).

6.   Miscellaneous.  This Agreement contains the entire agreement of the parties
     hereto  respecting  the subject  matter  thereof.  Every  provision of this
     Agreement  is intended to be  severable,  and, if any term or  provision is
     determined  to be illegal  or  invalid  for any  reasons  whatsoever,  such
     illegality or invalidity  shall not affect the validity of the remainder of
     this  Agreement.  This  Agreement  shall be  binding  upon and inure to the
     benefit  of  the  parties  hereto  and  their   respective   heirs,   legal
     representatives,  successors and assigns. This Agreement shall be goverened
     by and  construed in  accordance  with the laws of the State of New Jersey.
     Any failure or delay by the Secured Party to require strict  performance by
     Debtor of any of the provisions, warranties, terms and conditions contained
     herein or in any other  agreement,  document or instrument shall not affect
     Secured   Party's  right  to  demand  strict   compliance  and  performance
     therewith,  and any waiver of any  default  shall not affect or  constitute
     waiver of any other default.

     IN WITNESS WHEREOF,  the undersigned have executed this Agreement as of the
     date and year first above written.

     RIDGEWOOD INVESTMENT ASSOCIATES



     By: /s/Frank DeBernardis                By: /s/Terence D. Wall
          ______________________________         _____________________
         Frank DeBernardis                        Terence D. Wall,
                                                  President
                                                  Vital Signs, Inc.


Witnessed By:



/s/Anthony J. Dimun
__________________________
Anthony J. Dimun
Executive Vice President
Vital Signs, Inc.


<PAGE>


                                    GUARANTEE

     THIS GUARANTEE  ("Guarantee"),  dated as of  ____________,  1996,  given by
Terence  D. Wall,  residing  at 160 Lloyd  Road,  Montclair,  New  Jersey  07042
("Wall") to Vital Signs,  Inc., a New Jersey  corporation  having its  principal
place of business at 20 Campus Road, Totowa, New Jersey 07512 ("VSI"),

                                WITNESSETH THAT:

     WHEREAS,  Ridgewood  Investment  Associates  ("Ridgewood")  has  previously
delivered to VSI a secured  promissory  note,  dated  September 20, 1996, in the
principal  amount of $1,000,000  (the "Note"),  in connection with VSI's sale to
Ridgewood of all of its equity interest in Cardilogics, LLC ("Cardilogics");

     WHEREAS,  Wall has agreed to guarantee  Ridgewood's  obligations  under the
Note;

     NOW THEREFORE, Wall agrees as follows:

     1. SCOPE OF THE  GUARANTEE.  Wall  hereby  guarantees  the  performance  by
Ridgewood of all of the terms of the Note.

     2. IRREVOCABILITY. This Guarantee shall be irrevocable at all times through
and including such time as the Note is fully paid in accordance  with its terms,
regardless  of any  defense,  offset  or  counterclaim  which may at any time be
available  to or be  asserted by  Ridgewood,  it being the purpose and intent of
Wall that this  Guarantee  and his  obligations  hereunder  shall remain in full
force and effect and be  binding on Wall and his  successors  until such Note is
fully paid in accordance with its terms.

     3. SECONDARY  LIABILITY.  Wall's liability  hereunder shall be secondary to
Ridgewood's  liability under the Note. Wall shall be required to perform any and
all  obligations of Ridgewood under the Note upon receipt of written notice from
VSI, stating that Ridgewood has failed to perform such obligation and has failed
to cure such obligation within ten days after written notice to Ridgewood.

     4. GOVERNING LAW. This Guarantee shall be governed by the laws of the State
of New Jersey excluding the application of conflicts of laws principles.

     5. WAIVER.  Wall hereby waives any right of notice that he would  otherwise
have with  respect  to any  amendment  to the Note  that may be  agreed  upon in
writing by Ridgewood and VSI subsequent to the date hereof.

     IN WITNESS  WHEREOF,  Wall has executed this Guarantee as of the date first
set forth above.


                                               /s/ Terence D. Wall
                                               _______________________________
                                               Terence D. Wall