Exhibit 10.8



                                VITAL SIGNS, INC.
                                 20 CAMPUS ROAD
                            TOTOWA, NEW JERSEY 07512

                                  May 23, 1996

Mr. Terence D. Wall
Vital Signs, Inc.
20 Campus Road
Totowa, NJ  07512

Dear Terry:

                In  consideration  of your  agreeing to cancel the stock  option
previously  granted to you  pursuant to the Vital  Signs,  Inc.  1993  Executive
Officer  Stock  Option Plan to  purchase  120,000  shares of this  Corporation's
Common Stock (the "Prior  Option"),  on May 23, 1996, you were granted an option
to purchase  120,000 shares of this  Corporation's  Common Stock, at an exercise
price of $22.25 per share. The terms of your stock option are as follows:

                1.  Vesting.  This option shall vest as follows:

                (a) 25%  (30,000  shares) on May 23,  1998,  another 25% (30,000
shares) on May 23, 1999, another 25% (30,000 shares) on May 23, 2000 and another
25% (30,000 shares) on May 23, 2001.

                (b) Notwithstanding  any provision herein to the contrary,  this
option  shall  automatically  vest and be fully  exercisable  at such  time as a
"Change in Control  Event"  occurs.  For purposes of this  option,  a "Change in
Control Event" shall mean 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
                          Corporation, other than any person or group of persons
                          who held  such  total  voting  power on May 23,  1996,
                          possessing  33-1/3% or more of the total  voting power
                          of the capital stock of the Corporation;

                  (ii)    the approval by the stockholders of the Corporation of
                          (i) any consolidation or merger of the Corporation, in
                          which the holders of voting  stock of the  Corporation
                          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 Corporation; or

                  (iii)   a change of 50% (rounded to the next whole percent) in
                          the  membership  of the  Board of  Directors  within a

<PAGE>

                          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.

     2. Non-Qualified.  Your option constitutes a non-qualified stock option, as
distinct from an "incentive stock option".

     3.  Expiration.  Except as  otherwise  provided  in Section 7 hereof,  this
option will expire and cease to be exercisable on May 23, 2006.

     4. Exercise.  Unless the exercise date of this option is  accelerated  upon
the  occurrence  of a Change in  Control  Event,  as set forth in  Section  1(b)
hereof,  or pursuant to Section 9 hereof,  this option shall become  exercisable
only to the extent set forth in Section 1(a) hereof.

     5.  Exercise  Price.  The  price at which  shares  of  Common  Stock may be
purchased upon exercise of this options is $22.25.

     6. Method of Exercise. To the extent permitted by Section 4 hereof, you may
exercise  this  option  from  time to  time  by  giving  written  notice  to the
Corporation.  The date of  exercise  shall be the date on which the  Corporation
receives  such  notice.  Such  notice  shall  be  on a  form  furnished  by  the
Corporation 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  Corporation  shall  deliver to you (or other  person  entitled to
exercise the option) at the principal office of the  Corporation,  or such other
place as shall be mutually  acceptable,  a certificate or certificates  for such
shares against payment in full of the exercise price for the number of shares to
be delivered,  such payment to be by a certified or bank cashier's  check and/or
by transfer to the  Corporation  of capital  stock of the  Corporation  having a
"Fair  Market  Value" (as defined  below) on the date of  exercise  equal to the
excess of the purchase  price for the shares  purchased over the amount (if any)
of the certified or bank cashier's  check.  If you (or other person  entitled to
exercise  the  option)  shall fail to accept  delivery of and pay for all or any
part of the shares  specified in your notice when the  Corporation  shall tender
such  shares to you,  your right to  exercise  the option  with  respect to such
unpurchased shares may be terminated.  For purposes of this option, "Fair Market
Value"  shall mean the fair  market  value of the Common  Stock on the  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  Board of  Directors  of the  Corporation  in
accordance with generally accepted  valuation  principles and such other factors
as the Board reasonably deems relevant.

<PAGE>

     7. Termination of Employment. In the event that you cease to be employed by
the  Corporation  for any reason  other than cause,  death or  disability,  your
option 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 Section 3 hereof.  In the event that your
employment  is  terminated  by means of a resolution  which recites that you are
being removed solely for cause, your option shall automatically terminate on the
date such  termination is effective.  In the event that you cease to be employed
by the Corporation by reason of death or disability,  your option, to the extent
exercisable  by you,  shall  terminate  one year after the date of your death or
disability,  but in any event not later than the date on which such option would
terminate  pursuant  to Section 3 hereof.  During  such time after  death,  this
option may only be exercised by your representative,  executor or administrator,
as the case may be. No exercise permitted by this Section 7 shall entitle you or
your personal representative,  executor or administrator to exercise any portion
of the option beyond the extent to which such option is exercisable  pursuant to
Section 4 hereof on the date you ceased to be employed by the Corporation.

     8. 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 May 23,  1996,  the
outstanding shares of Common Stock of the Corporation are hereafter increased or
decreased, or changed into or exchanged for a different number or kind of shares
or other  securities of the  Corporation or of any other  corporation,  then the
Board of Directors of the Corporation shall make appropriate  adjustments to the
number and kind of shares  subject to this option,  and the  purchase  price per
share under this option 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 8. The  determination  of the Board as to
any such adjustment shall be final and conclusive.

     9. Mandatory Exercise.  Notwithstanding  anything to the contrary set forth
herein,  in  the  event  the  Corporation   should  adopt  a  plan  of  complete
liquidation,  the Corporation may give you written notice thereof  requiring you
either (a) to exercise this option (as to all shares covered  hereby,  including
those not yet vested) within thirty days after receipt of such notice, or (b) to
surrender this option or any  unexercised  portion  thereof.  If the Corporation
requests that this option be exercised  and if it shall not have been  exercised
in  accordance  with such 30-day  period,  then this option shall  automatically
lapse  irrevocably  and you shall have no further  rights  with  respect to this
option.

     10.  Documents.  The Board of Directors  may require you, as a condition to
the  exercise  of your  option or the  issuance  or  delivery of shares upon the
exercise of your 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 Board may deem consistent with the terms and conditions of this
option. Not in limitation of any of the foregoing,  in any such case referred to
in the preceding  sentence the Board may also require you to execute and deliver
documents  (including the investment letter described in Section 11), containing
such  representations,  warranties and agreements as the Board or counsel to the

<PAGE>

Corporation  shall deem necessary or advisable to comply with any exemption from
registration under the Securities Act of 1933, as amended,  any applicable State
securities laws, and any other applicable law, regulation or rule.

     11. Investment Letter. If required by the Board, you shall agree to execute
a statement directed to the Corporation,  upon each and every exercise by you of
any part of this  option,  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 Corporation counsel. If required
by the Board,  certificates  representing  shares of Common  Stock  issued  upon
exercise  of  your  option  shall  bear a  restrictive  legend  summarizing  the
restrictions on transferability applicable thereto.

     12.  Requirements  of Law. The issuance of shares upon the exercise of your
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 Corporation 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.

     13. Tax Withholding.  The Corporation, as and when appropriate,  shall have
the right to require you to pay any federal,  state,  or local taxes required by
law to be withheld.

     14.  Nonassignability.  This option shall not be assignable or transferable
by you except by will or the laws of descent  and  distribution,  in which event
the terms of this option,  including all  restrictions and limitations set forth
herein,  shall continue to apply to the  transferee.  During your  lifetime,  no
person other than you may exercise this option.

     15. Your Rights as a Shareholder and Board Member. You shall have no rights
as a shareholder of the  Corporation  with respect to any shares subject to this
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 your name.  Nothing in this option shall be deemed to give you any
right to a continued position on the Board nor shall it be deemed to give you or
any other person any right not specifically and expressly provided herein.

     16. Termination and Amendment. The Board may at any time terminate or amend
this  option  as it may  deem  advisable,  except  that no such  termination  or
amendment shall adversely affect you with respect to any right which has accrued
under this option prior to such termination or amendment.

     17. 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 this option  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.

<PAGE>

     18.  Condition.   This  option  is  granted  subject  to  approval  by  the
shareholders of the Corporation prior to May 23, 1998.

     If you have any questions concerning this option, please do not hesitate to
contact me. If you desire to exercise this option in the future,  please contact
Liz Greenberg to obtain the necessary  exercise  form.  Please  acknowledge  the
cancellation  of your  Prior  Option  and your  acceptance  of the terms of this
option by signing below.

     Of course, I want to congratulate you on your receipt of this stock option.

                                               Very truly yours,

                                               /s/ Anthony J. Dimun
                                               _____________________________
                                               Anthony J. Dimun
                                               Executive Vice President


I hereby agree to the  cancellation  all rights which I may have under the Prior
Option,  and accept the terms and  provisions  of the  option  described  above,
effective May 23, 1996.

                                                     /s/ Terence D. Wall
                                                     _______________________
                                                     Terence D. Wall



                                VITAL SIGNS, INC.
                                 20 CAMPUS ROAD
                            TOTOWA, NEW JERSEY 07512

                                  May 23, 1996

Mr. Barry Wicker
Vital Signs, Inc.
20 Campus Road
Totowa, NJ  07512

Dear Barry:

     In  consideration  of your  agreeing to cancel the stock option  previously
granted to you pursuant to the Vital Signs,  Inc. 1993  Executive  Officer Stock
Option Plan to purchase  80,000 shares of this  Corporation's  Common Stock (the
"Prior Option"),  on May 23, 1996, you were granted an option to purchase 80,000
shares of this  Corporation's  Common Stock,  at an exercise price of $22.25 per
share. The terms of your stock option are as follows:

         1.  Vesting.  This option shall vest as follows:

             (a)  25%  (20,000  shares) on May 23,  1998,  another 25%  (20,000
     shares) on May 23,  1999, another 25% (20,000 shares) on May 23, 2000 and
     another 25% (20,000 shares) on May 23, 2001.

             (b)  Notwithstanding  any provision herein to  the contrary,  this
option shall  automatically vest and be fully  exercisable  at such  time as  a
"Change in Control Event" occurs.  For purposes of  this option,  a "Change  in
Control Event" shall mean 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  Corporation,  other than any  person or
                          group of persons  who held such total  voting power on
                          May 23,  1996,  possessing  33-1/3%  or  more of  the
                          total  voting  power  of  the  capital  stock of  the
                          Corporation;

                  (ii)    the approval by the  stockholders of the Corporation
                          of  (i)   any  consolidation   or   merger   of   the
                          Corporation,  in which the holders of voting stock of
                          the Corporation  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
                          Corporation; 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.

     2. Non-Qualified.  Your option constitutes a non-qualified stock option, as
distinct from an "incentive stock option".

     3.  Expiration.  Except as  otherwise  provided  in Section 7 hereof,  this
option will expire and cease to be exercisable on May 23, 2006.

     4. Exercise.  Unless the exercise date of this option is  accelerated  upon
the  occurrence  of a Change in  Control  Event,  as set forth in  Section  1(b)
hereof,  or pursuant to Section 9 hereof,  this option shall become  exercisable
only to the extent set forth in Section 1(a) hereof.

     5.  Exercise  Price.  The  price at which  shares  of  Common  Stock may be
purchased upon exercise of this options is $22.25.

     6. Method of Exercise. To the extent permitted by Section 4 hereof, you may
exercise  this  option  from  time to  time  by  giving  written  notice  to the
Corporation.  The date of  exercise  shall be the date on which the  Corporation
receives  such  notice.  Such  notice  shall  be  on a  form  furnished  by  the
Corporation 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  Corporation  shall  deliver to you (or other  person  entitled to
exercise the option) at the principal office of the  Corporation,  or such other
place as shall be mutually  acceptable,  a certificate or certificates  for such
shares against payment in full of the exercise price for the number of shares to
be delivered,  such payment to be by a certified or bank cashier's  check and/or
by transfer to the  Corporation  of capital  stock of the  Corporation  having a
"Fair  Market  Value" (as defined  below) on the date of  exercise  equal to the
excess of the purchase  price for the shares  purchased over the amount (if any)
of the certified or bank cashier's  check.  If you (or other person  entitled to
exercise  the  option)  shall fail to accept  delivery of and pay for all or any
part of the shares  specified in your notice when the  Corporation  shall tender
such  shares to you,  your right to  exercise  the option  with  respect to such
unpurchased shares may be terminated.  For purposes of this option, "Fair Market
Value"  shall mean the fair  market  value of the Common  Stock on the  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  Board of  Directors  of the  Corporation  in
accordance with generally accepted  valuation  principles and such other factors
as the Board reasonably deems relevant.

     7. Termination of Employment. In the event that you cease to be employed by
the  Corporation  for any reason  other than cause,  death or  disability,  your
option 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 Section 3 hereof.  In the event that your
employment  is  terminated  by means of a resolution  which recites that you are
being removed solely for cause, your option shall automatically terminate on the
date such  termination is effective.  In the event that you cease to be employed
by the Corporation by reason of death or disability,  your option, to the extent
exercisable  by you,  shall  terminate  one year after the date of your death or
disability,  but in any event not later than the date on which such option would
terminate  pursuant  to Section 3 hereof.  During  such time after  death,  this
option may only be exercised by your representative,  executor or administrator,
as the case may be. No exercise permitted by this Section 7 shall entitle you or
your personal representative,  executor or administrator to exercise any portion
of the option beyond the extent to which such option is exercisable  pursuant to
Section 4 hereof on the date you ceased to be employed by the Corporation.

     8. 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 May 23,  1996,  the
outstanding shares of Common Stock of the Corporation are hereafter increased or
decreased, or changed into or exchanged for a different number or kind of shares
or other  securities of the  Corporation or of any other  corporation,  then the
Board of Directors of the Corporation shall make appropriate  adjustments to the
number and kind of shares  subject to this option,  and the  purchase  price per
share under this option 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 8. The  determination  of the Board as to
any such adjustment shall be final and conclusive.

     9.  Mandatory Exercise.  Notwithstanding anything to the contrary set forth
herein,  in  the  event  the  Corporation   should  adopt  a  plan  of  complete
liquidation,  the Corporation may give you written notice thereof  requiring you
either (a) to exercise this option (as to all shares covered  hereby,  including
those not yet vested) within thirty days after receipt of such notice, or (b) to
surrender this option or any  unexercised  portion  thereof.  If the Corporation
requests that this option be exercised  and if it shall not have been  exercised
in  accordance  with such 30-day  period,  then this option shall  automatically
lapse  irrevocably  and you shall have no further  rights  with  respect to this
option.

     10.  Documents.  The Board of Directors  may require you, as a condition to
the  exercise  of your  option or the  issuance  or  delivery of shares upon the
exercise of your 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 Board may deem consistent with the terms and conditions of this
option. Not in limitation of any of the foregoing,  in any such case referred to
in the preceding  sentence the Board may also require you to execute and deliver
documents  (including the investment letter described in Section 11), containing
such  representations,  warranties and agreements as the Board or counsel to the
Corporation  shall deem necessary or advisable to comply with any exemption from
registration under the Securities Act of 1933, as amended,  any applicable State
securities laws, and any other applicable law, regulation or rule.

     11. Investment Letter. If required by the Board, you shall agree to execute
a statement directed to the Corporation,  upon each and every exercise by you of
any part of this  option,  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 Corporation counsel. If required
by the Board,  certificates  representing  shares of Common  Stock  issued  upon
exercise  of  your  option  shall  bear a  restrictive  legend  summarizing  the
restrictions on transferability applicable thereto.

     12.  Requirements of Law.  The issuance of shares upon the exercise of your
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 Corporation 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.

     13. Tax Withholding.  The Corporation, as and when appropriate,  shall have
the right to require you to pay any federal,  state,  or local taxes required by
law to be withheld.

     14.  Nonassignability.  This option shall not be assignable or transferable
by you except by will or the laws of descent  and  distribution,  in which event
the terms of this option,  including all  restrictions and limitations set forth
herein,  shall continue to apply to the  transferee.  During your  lifetime,  no
person other than you may exercise this option.

     15. Your Rights as a Shareholder and Board Member. You shall have no rights
as a shareholder of the  Corporation  with respect to any shares subject to this
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 your name.  Nothing in this option shall be deemed to give you any
right to a continued position on the Board nor shall it be deemed to give you or
any other person any right not specifically and expressly provided herein.

     16. Termination and Amendment. The Board may at any time terminate or amend
this  option  as it may  deem  advisable,  except  that no such  termination  or
amendment shall adversely affect you with respect to any right which has accrued
under this option prior to such termination or amendment.

     17.  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 this option  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.

     18.  Condition.   This  option  is  granted  subject  to  approval  by  the
shareholders of the Corporation prior to May 23, 1998.

     If you have any questions concerning this option, please do not hesitate to
contact me. If you desire to exercise this option in the future,  please contact
Liz Greenberg to obtain the necessary  exercise  form.  Please  acknowledge  the
cancellation  of your  Prior  Option  and your  acceptance  of the terms of this
option by signing below.

     Of course, I want to congratulate you on your receipt of this stock option.

                                              Very truly yours,

                                              /s/Anthony J. Dimun
                                              _______________________
                                              Anthony J. Dimun
                                              Executive Vice President


I hereby  agree to the  cancellation  all rights which  I  may  have  under  the
Prior Option, and accept the terms and provisions of the option described above,
effective May 23, 1996.

                                                        /s/ Barry Wicker
                                                        ______________________
                                                        Barry Wicker