EXHIBIT 24.1


POWER OF ATTORNEY

WHEREAS,
the undersigned officers and directors of Vital Signs, Inc. (the Corporation)
desire to authorize Terry D. Wall, Mark D. Mishler and Jay J. Sturm, to act as
their attorneys-in-fact and agents, for the purpose of executing and filing the
Corporations Annual Report on Form 10-K for the year ended September 30, 2007,
including all amendments thereto,

Now,
THEREFORE,

KNOWN
ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes
and appoints Terry D. Wall, Mark D. Mishler and Jay J. Sturm and each of them,
his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, to sign the Corporations Annual Report on Form 10-K for
the year ended September 30, 2007, including any and all amendments thereto,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully and to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

IN
WITNESS WHEREOF, the undersigned have executed this power of attorney in the
following capacities on this 14th day of December, 2007.

|                       |  |                                                  
|---------------------- |  | -------------------------------------------------
|Signature              |  | Title                                            
|                       |  |                                                  
|                      
|/s/ Terry D. Wall      |  | President,
  Chief Executive Officer and Director
|                       |  |                                                  
|Terry D. Wall          |  |                                                  
|                       |  |                                                  
|/s/ Howard W. Donnelly |  | Director                                         
|                       |  |                                                  
|Howard W. Donnelly     |  |                                                  
|                       |  |                                                  
|/s/ David H. MacCallum |  | Director                                         
|                       |  |                                                  
|David H. MacCallum     |  |                                                  
|                       |  |                                                  
|/s/ Richard L. Robbins |  | Director                                         
|                       |  |                                                  
|Richard L Robbins      |  |                                                  
|                       |  |                                                  
|/s/ George A. Schapiro |  | Director                                         
|                       |  |                                                  
|George A. Schapiro     |  |                                                  
|                       |  |                                                  
|/s/ Barry Wicker       |  | Director                                         
|                       |  |                                                  
|Barry Wicker           |  |                                                  
|                       |  |                                                  
|/s/ Mark D. Mishler    |  | Chief
  Financial and Accounting Officer         
|                       |  |                                                  
|Mark D. Mishler        |  |                                                  

60

---