<PAGE>

                                                                   Exhibit 10.20


                    SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

         Second Amendment to Employment Agreement, dated as of October 31, 2001
(this "Amendment"), by and between Datascope Corp., a Delaware corporation (the
"Corporation"), and Lawrence Saper, an individual residing at 812 Park Avenue,
New York, New York (the "Executive").

                              W I T N E S S E T H:
                              - - - - - - - - - -

         WHEREAS, the Corporation and the Executive entered into an Employment
Agreement dated as of July 1, 1996, as amended by the Amendment to Employment
Agreement dated as of May 30, 2000 (collectively, the "Employment Agreement");
and

         WHEREAS, the Corporation and the Executive desire to further amend the
Employment Agreement as set forth below.

         NOW THEREFORE, in consideration of the premises and mutual agreements
herein set forth, the parties do hereby agree as follows:

         1. Amendments.

            (A) Section 2(a) of the Employment Agreement is hereby amended and
restated to read as follows:

         "(a) The term of the Executive's employment hereunder shall commence on
         July 1, 1996 and continue for a five year period; provided that on each
         day of the term, the term shall be extended by one additional day so
         that there is always five years remaining in the term (the "Term").
         Such extensions shall cease immediately after either party provides
         written notice to the other that it does not desire to extend the term
         of this Agreement in which case no further extension of the Term shall
         occur pursuant hereto."

            (B) Sections 2(b) and 2(c) of the Employment Agreement are hereby
deleted in their entirety.

            (C) Section 9(f) of the Employment Agreement is hereby adopted to
read as follows:

         "(f) Medical Benefits. Notwithstanding any other provision of, and in
         addition to any other payments required under this Section 9, the
         Corporation shall maintain in full force and effect, for the continued
         benefit of the Executive and his spouse during their life for so long
         as either shall be alive, medical benefits under the benefit plans of
         the Corporation at the respective levels of coverage in effect at the
         time of the termination of the Executive's employment; but, if such
         benefits cannot be provided under the benefit plans maintained by the
         Corporation, then the Corporation shall (i) arrange at its sole cost
         and expense to provide the Executive and his spouse with benefits
         substantially similar to those which the Executive and his spouse would
         otherwise have been entitled to receive under such plans and programs
         or (ii) pay to the Executive and his spouse on a monthly basis an
         amount in cash equal to the reasonable cost to the Executive and his
         spouse of acquiring the equivalent benefit."


<PAGE>


         2. Employment Agreement. Except as expressly set forth in this
Amendment, all other terms and conditions of the Employment Agreement shall
remain unchanged and in full force and effect.

         3. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original
and all of which shall constitute the same instrument.

         4. Headings. The headings of the paragraphs herein are included solely
for convenience of reference and shall not control the meaning or interpretation
of any provision of this Amendment.


             [The remainder of this page intentionally left blank.]



<PAGE>


         IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be executed on its behalf as of the date first above written.


                                     DATASCOPE CORP.


                                     By: /s/ Murray Pitkowsky
                                         -------------------------------
                                         Name:
                                         Title:



                                         /s/ Lawrence Saper
                                         -------------------------------
                                         LAWRENCE SAPER