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                                                                   EXHIBIT 10.28

                     FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT

         Fifth Amendment to Employment Agreement, dated as of April 1, 2005
(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, the Second Amendment to Employment Agreement
dated as of October 31, 2001, the Third Amendment to Employment Agreement dated
as of March 13, 2002 and the Fourth Amendment to Employment Agreement dated as
of October 1, 2002 (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. Effective as of the date hereof, the amount of Adjusted
Value accrued as of the date hereof shall be reduced by Five Hundred Thousand
Dollars ($500,000), and increases in Adjusted Value on and after the date hereof
shall accrue from such reduced amount. Following such reduction, the Adjusted
Value as of the date hereof shall be $14,263,067. To reflect the foregoing
amendment, Schedule A attached hereto shall amend and restate Schedule A to the
Employment Agreement, which sets forth the derivation of the Minimum Retirement
Benefit from Adjusted Value.

         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.

                         [Signatures on following page]


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         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
                                          --------------------



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



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                                   SCHEDULE A

Schedule A, as modified by Fifth Amendment to Employment Agreement:

                       LUMP
                       SUM                              MINIMUM
                       ACTUARIAL       ADJUSTED         RETIREMENT
          AGE          FACTOR          VALUE            BENEFIT
          ---          ---------       --------         ----------
         76.5           7.004        $14,263,067        $2,036,400
           77           6.850        $14,615,294        $2,133,600
           78           6.549        $15,346,059        $2,343,300
           79           6.257        $16,113,362        $2,575,300
           80           5.975        $16,919,030        $2,831,600
           81           5.703        $17,764,982        $3,115,000
           82           5.442        $18,653,231        $3,427,600
           83           5.191        $19,585,892        $3,773,000
           84           4.951        $20,565,187        $4,153,700

Schedule A, prior to modification by Fifth Amendment to Employment Agreement:

                       LUMP
                       SUM                              MINIMUM
                       ACTUARIAL       ADJUSTED         RETIREMENT
          AGE          FACTOR          VALUE            BENEFIT
          ---          ---------       --------         ----------
         76.5           7.004        $14,763,067        $2,107,800
           77           6.850        $15,127,642        $2,208,400
           78           6.549        $15,884,024        $2,425,400
           79           6.257        $16,678,225        $2,665,500
           80           5.975        $17,512,136        $2,930,900
           81           5.703        $18,387,743        $3,224,200
           82           5.442        $19,307,130        $3,547,800
           83           5.191        $20,272,487        $3,905,300
           84           4.951        $21,286,111        $4,299,400