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                                                                  EXHIBIT 10(yy)


                              EMPLOYMENT AGREEMENT


                  AGREEMENT, made and entered into as of September 1, 2000 (the
"Effective Date") by and between Novametrix Medical Systems Inc., a Delaware
corporation (together with its successors and assigns permitted under this
Agreement, the "Company"), and Joseph A. Vincent (the "Executive").


                              W I T N E S S E T H :


                  WHEREAS, the Company desires to employ the Executive and to
enter into an agreement embodying the terms of such employment (this
"Agreement") and the Executive desires to enter into this Agreement and to
accept such employment, subject to the terms and provisions of this Agreement;


                  NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein and for other good and valuable consideration, the
receipt of which is mutually acknowledged, the Company and the Executive
(individually a "Party" and together the "Parties") agree as follows:

      1.       Definitions.

                 (a) "Affiliate" of a person or other entity shall mean a person
or other entity that directly or indirectly controls, is controlled by, or is
under common control with the person or other entity specified.

                 (b) "Base Salary" shall mean the salary provided for in Section
4 below or any increased salary granted to the Executive pursuant to Section 4.

                 (c) "Board" shall mean the Board of Directors of the Company.

                 (d) "Cause" shall mean:

                    (i) the Executive is indicted for a felony or other serious
crime involving moral turpitude;

                    (ii) the Executive participates in an act of fraud or
dishonesty against the Company or any of its customers or suppliers; or

                    (iii) in carrying out his duties, the Executive engages in
conduct that constitutes a willful gross or intentional breach of his duties
under this Agreement.

                 (e) "Change in Control" shall mean the occurrence of any one of
the following events:

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                  (i) any "person," as such term is used in Sections 3(a)(9) and
13(d) of the Securities Exchange Act of 1934, becomes a "beneficial owner," as
such term is used in Rule 13D-3 promulgated under that act, of 50% or more of
the Voting Stock of the Company;

                  (ii) the majority of the Board consists of individuals other
than Incumbent Directors, which term means the members of the Board on the date
of this Agreement, provided that any person becoming a director subsequent to
such date whose election or nomination for election was supported by two-thirds
of the directors who then comprised the Incumbent Directors shall be considered
to be an Incumbent Director;

                  (iii) the Company adopts any plan of liquidation providing for
the distribution of all or substantially all of its assets;

                  (iv) all or substantially all of the assets or business of the
Company is disposed of pursuant to a merger, consolidation or other transaction
(unless the shareholders of the Company immediately prior to such merger,
consolidation or other transaction beneficially own, directly or in-directly, in
substantially the same proportion as they owned the Voting Stock of the Company,
all of the Voting Stock or other ownership interests of the entity or entities,
if any, that succeed to the business of the Company); or

                  (v) the Company combines with another company and is the
surviving corporation but, immediately after the combination, the shareholders
of the Company immediately prior to the combination hold, directly or
indirectly, 50% or less of the Voting Stock of the combined company (there being
excluded from the number of shares held by such shareholders, but not from the
Voting Stock of the combined company, any shares received by Affiliates of such
other company in exchange for stock of such other company).


               For purposes of the Change in Control definition, the "Company"
shall include any entity that succeeds to all or substantially all of the
business of the Company.

               (f) "Code" shall mean the Internal Revenue Code of 1986, as
amended.

               (g) "Constructive Termination Without Cause" shall mean
termination by the Executive of his employment at his initiative following the
occurrence of any of the following events without his consent:

                   (i) the failure to elect or reelect the Executive to any of
the positions described in Section 3 or the removal of him from any such
position;

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                  (ii) a material diminution in the Executive's duties or the
assignment to the Executive of duties which are materially inconsistent with his
duties or which materially impair the Executive's ability to function as the
Executive Vice President and Chief Financial Officer of the Company;

                  (iii) a change in the reporting structure of the Company so
that the Executive no longer reports directly to the President of the Company;
or

                  (iv) a material breach by the Company of the provisions of
this Agreement; or

                  (v) the failure of the Company to obtain the assumption in
writing of its obligation to perform this Agreement by any successor to all or
substantially all of the assets of the Company within 15 calendar days after a
merger, consolidation, sale or similar transaction; or

                  (vi) the occurrence of a Change in Control of the Company.


               Following written notice from the Executive of any of the events
described above, which notice must be delivered within 30 calendar days
following his learning of the occurrence of any of such events, the Company
shall have 30 calendar days in which to cure. If the Company fails to cure, the
Executive's termination shall become effective on the 31st calendar day
following the written notice.

               (h) "Disability" shall mean the Executive's inability, due to
physical or mental incapacity, substantially to perform his duties and
responsibilities under this Agreement for a period of 270 days as determined by
a medical doctor selected by the Company who is reasonably satisfactory to the
Executive.

               (i) "Pro Rata" shall mean a fraction, the numerator of which is
the number of days that the Executive was employed in the applicable performance
period (a calendar year in the case of an annual bonus and a performance cycle
in the case of an award under the Long-Term Incentive Plan) and the denominator
of which shall be the number of days in the applicable performance period.

               (j) "Stock" shall mean the Common Stock of the Company.

               (k) "Term of Employment" shall mean the period specified in
Section 2 below (including any extension as provided therein).

               (l) "Voting Stock" shall mean capital stock of any class or
classes having general voting power under ordinary circumstances, in the absence
of contingencies, to elect the directors of a corporation.

        2.   Term of Employment.


               The Term of Employment shall begin on the Effective Date, and
shall extend until December 31, 2001, with automatic one-year extensions
thereafter unless

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either Party notifies the other at least 120 days before the scheduled
expiration date that the term is not to extend. Notwithstanding the foregoing,
the Term of Employment may be earlier terminated by either Party in accordance
with the provisions of Section 9.

        3. Position, Duties and Responsibilities.

               (a) Commencing on the Effective Date and continuing for the
remainder of the Term of Employment, the Executive shall be employed as the
Executive Vice President and Chief Financial Officer of the Company. The
Executive shall have all the authorities and responsibilities that are
customarily associated with such positions in a company of the size and
structure of the Company. The Executive, in carrying out his duties under this
Agreement, shall report to the President of the Company. During the term of this
Agreement, the Executive shall devote substantially all of his business time and
attention to the business and affairs of the Company and shall use his best
efforts, skills and abilities to promote its interests.

               (b) Nothing herein shall preclude the Executive from (i) serving
on the boards of directors of a reasonable number of other corporations with the
concurrence of the Board (which approval shall not be unreasonably withheld),
(ii) serving on the boards of a reasonable number of trade associations and/or
charitable organizations, (iii) engaging in charitable activities and community
affairs, and (iv) managing his personal investments and affairs, provided that
such activities set forth in this Section 3(b) do not conflict or materially
interfere with the effective discharge of his duties and responsibilities under
Section 3(a).

         4. Salary.


               The Executive shall be paid an annualized Salary, payable in
accordance with the regular payroll practices of the Company, currently in equal
biweekly installments, subject to applicable withholdings, of $150,000. The
Salary shall be reviewed annually for increase in the discretion of the Board.

         5. Annual Incentive Compensation.


               During the Term of Employment, the Executive shall be eligible to
receive an annual incentive payment (the "Incentive Payment") in accordance with
the Company's annual incentive program for its senior executives or any
successor thereto. The Executive's target Incentive Payment for each fiscal year
of the Company shall be 25% of his Base Salary. Each Incentive Payment earned by
the Executive shall be paid within 90 days after the end of the fiscal year for
which it is earned.

         6. Long Term Incentives.


               The Executive shall be eligible to participate in any long term
incentive programs (including equity programs) implemented by the Company for
its senior executives.

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         7. Employee Benefit Programs and Perquisites.


               During the Term of Employment, the Executive shall be entitled to
participate in the Company's employee medical, dental and hospitalization plans,
as well as any welfare or pension benefits made available to the Company's
senior executives or to its employees generally, such as profit sharing, savings
and other retirement plans or programs, 401(k), disability and life insurance
plans, accidental death and dismemberment protection, and travel accident
insurance.


               The Executive shall be entitled to annual vacations in accordance
with the Company's policies applicable to senior executives generally and to an
automobile allowance of $600 per month.


               The Executive shall be provided with other employee benefits and
perquisites on the same basis as they are provided by the Company from time to
time to the Company's other senior executives.

         8. Reimbursement of Business Expenses.


                  The Executive is authorized to incur reasonable expenses in
carrying out his duties and responsibilities under this Agreement and the
Company shall promptly reimburse him for all reasonable business expenses
incurred in connection with carrying out the business of the Company, fulfilling
continuing professional education requirements and participating in professional
accounting meetings and seminars, subject to his submission of reasonable
supporting documentation in accordance with the Company's policies.

         9. Termination of Employment.

               (a) Termination Due to Death. In the event that the Executive's
employment is terminated due to his death, his estate or his beneficiaries, as
the case may be, shall be entitled to the following:

                   (i) Base Salary through the date of the Executive's death;

                   (ii) a Pro Rata Incentive Payment for the fiscal year in
which the Executive's death occurs, based on the original target Incentive
Payment for such year, payable in a single installment promptly after his death;
and

                   (iii) all outstanding stock options which are not then vested
shall be forfeited and all then vested options shall remain exercisable for the
balance of their stated term;

               (b) Termination Due to Disability. In the event that the
Executive's employment is terminated due to his Disability, he shall be entitled
to the following:

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                   (i) disability benefits in accordance with the long-term
disability program then in effect for senior executives of the Company and the
disability insurance policy provided pursuant to Section 7;

                   (ii) Base Salary through the end of the month in which
disability benefits commence;

                   (iii) a Pro Rata Incentive Payment for the fiscal year in
which the Executive's termination occurs, based on the original target Incentive
Payment for such year, payable in a single installment promptly after his
termination; and

                   (iv) all outstanding stock options which are not then vested
shall be forfeited and all vested options shall remain exercisable for the
balance of their stated term.


               In no event shall a termination of the Executive's employment for
Disability occur until the Party terminating his employment gives written notice
to the other Party in accordance with Section 22 below.

               (c) Termination by the Company for Cause.

                   (i) A termination for Cause shall not take effect unless the
provisions of this paragraph (i) are complied with. The Executive shall be given
written notice by the Board of the intention to terminate him for Cause, stating
the grounds on which the proposed termination for Cause is based. The Executive
shall be given an opportunity to cure such conduct, to the extent such cure is
possible in the good faith opinion of a majority of the members of the Board. If
he fails to cure such conduct, the Executive shall then be entitled to a hearing
before the Board, and, thereafter, upon a determination by the affirmative vote
of no fewer than a majority of the members of Board that Cause exists, he shall
be terminated for Cause.

                   (ii) In the event the Company terminates the Executive's
employment for Cause:

                       (A) he shall be entitled to Base Salary through the date
of the termination; and

                       (B) all outstanding stock options which are not then
vested shall be forfeited and all vested options shall remain exercisable in
accordance with their terms.

               (d) Termination without Cause or Constructive Termination without
Cause. In the event the Executive's employment is terminated by the Company
without Cause, other than due to Disability or death, or in the event there is a
Constructive Termination without Cause, or in the event the Term of Employment
provided for in Section 2 is not extended and expires, the Executive shall be
entitled to the following:

                   (i) Base Salary through the date of termination;

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                   (ii) Base Salary, at the annualized rate in effect on the
date of termination, for 12 months (the "Salary Continuation Period") after the
date of termination;

                   (iii) all outstanding stock options which are not then vested
shall be forfeited and all vested options shall remain exercisable in accordance
with their terms; and

                   (iv) continued participation in all medical, dental,
hospitalization and life insurance programs and in all other employee welfare
benefit plans and programs in which he was participating on the date of
termination (to the extent that such plans permit the Executive's continued
participation) until the earlier of (x) the end of the Salary Continuation
Period and (y) the date, or dates, that he becomes eligible for coverages and
benefits under the plans and programs of a subsequent employer.

               (e) Voluntary Termination. A termination of employment by the
Executive on his own initiative, other than a termination due to death or
Disability or a Constructive Termination without Cause, shall have the same
consequences as provided in Section 9(c)(ii) for a Termination for Cause. A
voluntary termination under this Section 9(e) shall be effective 30 calendar
days after prior written notice is received by the Company from the Executive,
unless the Company elects to make it effective earlier.

               (f) Consequences of a Change in Control.

                   (i) Upon Executive's termination of employment pursuant to
Section 9(d) following a Change in Control, the Executive shall be entitled to
the benefits provided in Section 9(d) above as well as to the benefits provided
in Section 9(f)(ii).

                   (ii) Immediately following a Change in Control, the
Executive's then unvested stock options shall fully vest and shall remain
exercisable for the balance of their stated term.

               (g) Other Termination Benefits. In the case of any of the
foregoing terminations, the Executive or his estate shall also be entitled to:

                   (i) the balance of any incentive awards due for performance
periods which have been completed, but which have not yet been paid;

                   (ii) any other amounts earned, accrued and owing to the
Executive but not yet paid; and

                   (iii) other benefits, if any, in accordance with applicable
plans, programs and arrangements of the Company and its Affiliates.

               (h) No Mitigation; No Offset. In the event of any termination of
employment under this Section 9, the Executive shall be under no obligation to
seek other employment and there shall be no offset against amounts due the
Executive under this

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Agreement on account of any remuneration attributable to any subsequent
employment that he may obtain.

               (i) Nature of Payments. Any amounts due under this Section 9 are
in the nature of severance payments considered to be reasonable by the Company
and are not in the nature of a penalty.

         10. Confidentiality.

                   (a) The Executive agrees that he will not, at any time during
the Term of Employment or thereafter, disclose or use any trade secret,
proprietary or confidential information of the Company or any subsidiary or
Affiliate of the Company (collectively, "Confidential Information"), except as
required in the course of such employment or with the written permission of the
Company or, as applicable, any subsidiary or Affiliate of the Company or as may
be required by law, provided that, if the Executive receives legal process with
regard to disclosure of such information, he shall promptly notify the Company
and cooperate with the Company in seeking a protective order.



                   (b) The Executive agrees that at the time of the termination
of his employment with the Company, whether at the instance of the Executive or
the Company, and regardless of the reasons therefor, he will deliver to the
Company, and not keep or deliver to anyone else, any and all notes, files,
memoranda, papers and, in general, any and all physical matter containing
Confidential Information, including any and all documents significant to the
conduct of the business of the Company or any subsidiary or Affiliate of the
Company and all other Confidential Information in his possession, except for any
documents or property as to which the Company or any subsidiary or Affiliate of
the Company has given written consent to removal at the time of the termination
of the Executive's employment and his personal rolodex, personal files, phone
book and similar items as long as they do not contain Confidential Information,
in which case, the Executive may retain a copy.

                   (c) The Executive shall promptly disclose to the Company any
invention, improvement, discovery, process, formula, or method or other
intellectual property, whether or not patentable or copyrightable (collectively,
"Inventions"), conceived or first reduced to practice by the Executive, either
alone or jointly with others, while performing services hereunder (or, if based
on any Confidential Information, at any time during or after the Term), (i)
which pertain to any line of business activity of the Company, whether then
conducted or then being actively planned by the Company, with which the
Executive was or is involved, (ii) which is developed using time, material or
facilities of the Company, whether or not during working hours or on the Company
premises, or (iii) which directly relates to any of the Executive's work during
the Term, whether or not during normal working hours. The Executive hereby
assigns to the Company all of the Executive's right, title and interest in and
to any such Inventions. During and after the Term, the Executive shall execute
any documents necessary to perfect the assignment of such Inventions to the
Company and to enable the Company to apply for, obtain and enforce patents,
trademarks and copyrights in any and all countries on such Inventions,
including, without limitation, the execution of any instruments and the giving
of evidence and testimony, without further compensation beyond the

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Executive's agreed compensation during the course of the Executive's employment.
Without limiting the foregoing, the Executive further acknowledges that all
original works of authorship by the Executive, whether created alone or jointly
with others, related to the Executive's employment with the Company and which
are protectable by copyright, are "works made for hire" within the meaning of
the United States Copyright Act, 17 U.S.C. Section 101, as amended, and the
copyright of which shall be owned solely, completely and exclusively by the
Company. If any Invention is considered to be work not included in the
categories of work covered by the United States Copyright Act, 17 U.S.C. Section
101, as amended, such work is hereby assigned or transferred completely and
exclusively to the Company. The Executive hereby irrevocably designates counsel
to the Company as the Executive's agent and attorney-in-fact to do all lawful
acts necessary to apply for and obtain patents and copyrights and to enforce the
Company's rights under this Section. This Section 10(c) shall survive the
termination of this Agreement. Any assignment of copyright hereunder includes
all rights of paternity, integrity, disclosure and withdrawal and any other
rights that may be known as or referred to as "moral rights" (collectively
"Moral Rights"). To the extent such Moral Rights cannot be assigned under
applicable law and to the extent the following is allowed by the laws in the
various countries where Moral Rights exist, the Executive hereby waives such
Moral Rights and consents to any action of the Company that would violate such
Moral Rights in the absence of such consent. The Executive agrees to confirm any
such waivers and consents from time to time as requested by the Company.

               11. Non-Competition and Non-Solicitation.


                        The Executive acknowledges that the Company has invested
substantial time, money and resources in the development and retention of its
Inventions, Confidential Information (including trade secrets), customers,
accounts and business partners, and further acknowledges that during the course
of the Executive's employment with the Company the Executive has had and will
have access to the Company's Inventions and Confidential Information (including
trade secrets), and will be introduced to existing and prospective customers,
accounts and business partners of the Company. The Executive acknowledges and
agrees that any and all "goodwill" associated with any existing or prospective
customer, account or business partner belongs exclusively to the Company,
including, but not limited to, any goodwill created as a result of direct or
indirect contacts or relationships between the Executive and any existing or
prospective customers, accounts or business partners. Additionally, the parties
acknowledge and agree that Executive possesses skills that are special, unique
or extraordinary and that the value of the Company depends upon his use of such
skills on its behalf.


                        In recognition of this, the Executive covenants and
agrees that:

                        (a) During the Term, and for a period of one year
following any termination of the Executive's employment with the Company other
than a termination (x) by the Company without Cause (including a Constructive
Termination) or (y) by non-extension of the Term of Employment, the Executive
shall not, without the prior written consent of the Board (whether as an
employee, agent, servant, owner, partner, consultant, independent contractor,
representative, stockholder or in any other capacity whatsoever)

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knowingly perform material services for, or knowingly have any material
involvement with, any person or entity (including a separate division of an
entity) that competes directly and materially with any business (a "Material
Business") which accounted for more than 10% of the revenues of the Company
during the fiscal year prior to his termination; provided, however, that the
Executive may in any event (i) perform services that do not directly relate to
business activities that compete directly and materially with a material
business of the Company, and (ii) own up to 3% of the outstanding securities of
any publicly-traded entity; and further provided that an entity (including a
separate division of an entity) shall be deemed to be in direct and material
competition with a Material Business of the Company only if the entity (or such
division) derived more than 10% of its revenues during its most recent fiscal
year from substantially similar businesses.

                        (b) During the Term, and for a period of two years
thereafter, the Executive shall not entice, solicit or encourage any Company
employee to leave the employ of the Company or any independent contractor to
sever its engagement with the Company, absent prior written consent to do so
from the Board.

                        (c) During the Term, and for a period of two years
thereafter, the Executive shall not, directly or indirectly, entice, solicit or
encourage any customer or prospective customer of the Company to cease doing
business with the Company, reduce its relationship with the Company or refrain
from establishing or expanding a relationship with the Company.

               12. Provisions Necessary and Reasonable.

                        (a) The Executive agrees that (i) the provisions of
Sections 10 and 11 of this Agreement are necessary and reasonable to protect the
Company's Confidential Information, Inventions, and goodwill; (ii) the specific
temporal, geographic and substantive provisions set forth in Section 12 of this
Agreement are reasonable and necessary to protect the Company's business
interests; and (iii) in the event of any breach of any of the covenants set
forth herein, the Company would suffer substantial irreparable harm and would
not have an adequate remedy at law for such breach. In recognition of the
foregoing, the Executive agrees that in the event of a breach or threatened
breach of any of these covenants, in addition to such other remedies as the
Company may have at law, without posting any bond or security, the Company shall
be entitled to seek and obtain equitable relief, in the form of specific
performance, and/or temporary, preliminary or permanent injunctive relief, or
any other equitable remedy which then may be available. The seeking of such
injunction or order shall not affect the Company's right to seek and obtain
damages or other equitable relief on account of any such actual or threatened
breach.

                        (b) If any of the covenants contained in Sections 10 and
11 hereof, or any part thereof, are hereafter construed to be invalid or
unenforceable, the same shall not affect the remainder of the covenant or
covenants, which shall be given full effect without regard to the invalid
portions.

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                        (c) If any of the covenants contained in Sections 10 and
11 hereof, or any part thereof, are held to be unenforceable by a court of
competent jurisdiction because of the temporal or geographic scope of such
provision or the area covered thereby, the parties agree that the court making
such determination shall have the power to reduce the duration and/or geographic
area of such provision and, in its reduced form, such provision shall be
enforceable.

               13. Resolution of Disputes.


                        Subject to the provisions of Section 12, any disputes
arising under or in connection with this Agreement shall be resolved by binding
arbitration, to be held in New York, New York, in accordance with the Commercial
Arbitration Rules of the American Arbitration Association. Judgment upon the
award rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof. Each Party shall bear his or its own costs (including
attorneys' fees) of any mediation, arbitration or litigation; however, the
Executive shall be reimbursed for the costs and expenses associated with his
legal fees to the extent he prevails on any material issue which is the subject
of the dispute.

               14. Indemnification.

                        (a) The Company agrees that if the Executive is made a
party, or is threatened to be made a party, to any action, suit or proceeding,
whether civil, criminal, administrative or investigative (a "Proceeding"), by
reason of the fact that he is or was a director, officer or employee of the
Company or is or was serving at the request of the Company as a director,
officer, member, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, including service with respect to employee
benefit plans, whether or not the basis of such Proceeding is the Executive's
alleged action in an official capacity while serving as a director, officer,
member, employee or agent, the Executive shall be indemnified and held harmless
by the Company to the fullest extent legally permitted or authorized by the
Company's certificate of incorporation or bylaws or resolutions of the Company's
Board of Directors or, if greater, by the laws of the State of Delaware, against
all cost, expense, liability and loss (including, without limitation, attorneys'
fees, judgments, fines, ERISA excise taxes or other liabilities or penalties and
amounts paid or to be paid in settlement) reasonably incurred or suffered by the
Executive in connection therewith, and such indemnification shall continue as to
the Executive even if he has ceased to be a director, member, employee or agent
of the Company or other entity and shall inure to the benefit of the Executive's
heirs, executors and administrators. The Company shall advance to the Executive
all reasonable costs and expenses incurred by him in connection with a
Proceeding within 20 calendar days after receipt by the Company of a written
request for such advance. Such request shall include an undertaking by the
Executive to repay the amount of such advance if it shall ultimately be
determined that he is not entitled to be indemnified against such costs and
expenses.

                        (b) Neither the failure of the Company (including its
board of directors, independent legal counsel or stockholders) to have made a
determination prior

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to the commencement of any proceeding concerning payment of amounts claimed by
the Executive under Section 14(a) that indemnification of the Executive is
proper because he has met the applicable standard of conduct, nor a
determination by the Company (including its board of directors, independent
legal counsel or stockholders) that the Executive has not met such applicable
standard of conduct, shall create a presumption that the Executive has not met
the applicable standard of conduct.

                        (c) The Company agrees to continue and maintain a
directors' and officers' liability insurance policy covering the Executive
during the Term of Employment and for six years thereafter, to the extent the
Company provides such coverage for its other executive officers.

               15. Assignability; Binding Nature.


                        This Agreement shall be binding upon and inure to the
benefit of the Parties and their respective successors, heirs (in the case of
the Executive) and assigns. Rights or obligations of the Company under this
Agreement may be assigned or transferred by the Company pursuant to a merger or
consolidation in which the Company is or is not the continuing entity, or the
sale or liquidation of all or substantially all of the assets of the Company,
provided that the assignee or transferee is the successor to all or
substantially all of the assets of the Company and such assignee or transferee
assumes the liabilities, obligations and duties of the Company, as contained in
this Agreement, either contractually or as a matter of law. The Company further
agrees that, in the event of a sale of assets or liquidation as described in the
preceding sentence, it shall take whatever action it reasonably can in order to
cause such assignee or transferee expressly to assume the liabilities,
obligations and duties of the Company hereunder. No rights or obligations of the
Executive under this Agreement may be assigned or transferred by the Executive
other than his rights to compensation and benefits, which may be transferred
only by will or operation of law.

               16. Entire Agreement.


                        This Agreement contains the entire understanding and
agreement between the Parties concerning the subject matter hereof and
supersedes all prior agreements, understandings, discussions, negotiations and
undertakings, whether written or oral, between the Parties with respect thereto.

               17. Amendment or Waiver.


                        No provision in this Agreement may be amended unless
such amendment is agreed to in writing and signed by the Executive and an
authorized officer of the Company. No waiver by either Party of any breach by
the other Party of any condition or provision contained in this Agreement to be
performed by such other Party shall be deemed a waiver of a similar or
dissimilar condition or provision at the same or any prior or subsequent time.
Any waiver must be in writing and signed by the Executive or an authorized
officer of the Company, as the case may be.

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               18. Severability.


                      In the event that any provision or portion of this
Agreement shall be determined to be invalid or unenforceable for any reason, in
whole or in part, the remaining provisions of this Agreement shall be unaffected
thereby and shall remain in full force and effect to the fullest extent
permitted by law so as to achieve the purposes of this Agreement.

               19. Survivorship.


                      Except as otherwise expressly set forth in this Agreement,
the respective rights and obligations of the Parties hereunder shall survive any
termination of the Executive's employment. This Agreement itself (as
distinguished from the Executive's employment) may not be terminated by either
Party without the written consent of the other Party. Upon the expiration of the
Term of the Agreement, the respective rights and obligations of the Parties
shall survive such expiration to the extent necessary to carry out the
intentions of the Parties as embodied in the rights and obligations of the
Parties under this Agreement.

               20. References.


                      In the event of the Executive's death or a judicial
determination of his incompetence, references in this Agreement to the Executive
shall be deemed, where appropriate, to refer to his beneficiary, estate or other
legal representative.

               21. Governing Law.


                      This Agreement shall be governed in accordance with the
laws of the State of Delaware without reference to principles of conflict of
laws.

               22. Notices.


                      All notices and other communications required or permitted
hereunder shall be in writing and shall be deemed given when (a) delivered
personally, (b) delivered by certified or registered mail, postage prepaid,
return receipt requested or (c) delivered by overnight courier (provided that a
written acknowledgment of receipt is obtained by the overnight courier) to the
Party concerned at the address indicated below or to such changed address as
such Party may subsequently give such notice of:


If to the Company:             Novametrix Medical Systems Inc.
                               Five Technology Drive
                               P.O. Box 690
                               Wallingford, CT  06492

                               Attention: Chairman of the Board
                               and Chief Executive Officer

                                      E-20
<PAGE>   14

With a copy to:                Thomas M. Haythe, Esq.
                               Law Offices of Thomas M. Haythe
                               90 Park Avenue
                               15th Floor
                               New York, NY  10016

If to the Executive:           Joseph A. Vincent
                               25 Sheffield Circle
                               Stratford, CT  06614



         23. Headings.


                The headings of the sections contained in this Agreement are for
convenience only and shall not be deemed to control or affect the meaning or
construction of any provision of this Agreement.


         24. Counterparts.


                This Agreement may be executed in two or more counterparts.



                                      E-21
<PAGE>   15


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

                             NOVAMETRIX MEDICAL SYSTEMS INC.



                             By:  /s/ William J. Lacourciere
                                ------------------------------------------------
                                William J. Lacourciere
                                Chairman and Chief Executive Officer




                                 /s/ Joseph A. Vincent
                                ------------------------------------------------
                                 Joseph A. Vincent

                                      E-22