SUPPLY PARTNERSHIP AGREEMENT

                                       OF

                             CRITICARE SYSTEMS INC.

                                       AND

                              BIOCARE CORPORATION,







                                 AUGUST 1, 2000

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                          SUPPLY PARTNERSHIP AGREEMENT

THIS  SUPPLY  PARTNERSHIP  AGREEMENT (hereinafter called Agreement), dated as of
August  1,  2000  (hereinafter  called  Effective  Date), is entered into by and
between:

CRITICARE SYSTEMS INC., a corporation duly organized and existing under the laws
of  Wisconsin,  USA,  having its principal place of business at 20925 Crossroads
Circle,  Waukesha,  WI 53186-4054, USA (hereinafter referred to as "Criticare"),
and

BIOCARE CORPORATION, a corporation duly organized and existing under the laws of
Taiwan,  ROC,  having its principal place of business at 6F-3, No. 9, Prosperity
Road I, Science-based Industrial Park, Hsinchu 300, Taiwan (hereinafter referred
to  as  "BioCare").

WHEREAS,  Criticare  has  substantial  expertise  in the design, development and
market  the  patient  monitoring systems and noninvasive sensors for anesthesia,
critical  care,  respirator  care, emergency transport, outpatient care and home
care;

WHEREAS,  BioCare  has  substantial  expertise  in  the  design, development and
manufacture  of  the  medical  diagnostic  systems and the related accessory and
consumables;

WHEREAS,  Criticare  and  BioCare  desire  to  establish  a  supply  partnership
cooperation  for  Criticare  to appoint BioCare to manufacture the Products with
cost-effective  advantages.

NOW,  THEREFORE, in consideration of the mutual conveniences and promises herein
contained,  Criticare  and  BioCare  hereto  agree  as  follows:

1.   Definition.

     (1)  The  term  "Products"  means  all  designated products manufactured by
          BioCare  for  Criticare.

     (2)  The  term  "Territory"  means  all  countries  in  Asia.

     (3)  The  term  "Specification"  means  the  detailed specifications of the
          Products provided by Criticare. This Specification may be updated from
          time to time pursuant to the mutual written agreement of Criticare and
          BioCare.



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     (4)  The  term  "Party"  shall  mean  either Criticare or BioCare; the term
          "Parties"  shall  mean  Criticare  and  BioCare.

     (5)  "Intellectual  Property"  shall  mean  any  and  all  patents,  patent
          applications,  copyrights,  mask work rights, trade secrets (including
          without  limitation  of  Party's  Confidential  Information) and other
          intellectual  property  rights  in  and to the Products, to the extent
          that  such rights are to be embodied in, or which must be practiced in
          order  to  make,  use  or  sell,  the  Products.

     (6)  "Trademarks"  shall  mean  the  trademarks,  trade  names  and  other
          commercial  symbols  of  Criticare  or  Criticare's customer listed on
          Exhibit  A  attached  hereto.

     (7)  "Business Day" shall mean a day on which banks in Waukesha, Wisconsin,
          USA  and  Taipei,  Taiwan  are  open  for  business.

     (8)  "Initial  Term"  shall  mean  the  period of three (3) years after the
          Effective  Date.

     (9)  "Term"  shall  mean  the  Initial  Term  and  any  extension terms, as
          described  in  Article  15.  (1)  below.

     (10) "Affiliate"  shall  mean  any  corporation  or other legal entity that
          controls, is controlled by, or is under common control with the Party.
          For  purposes  of  this  definition, control shall mean the ownership,
          directly or indirectly, of fifty percent or more of the voting capital
          shares  or  similar  voting  securities  of  an  entity.

2.   Purpose  of  Agreement.

     (1)  The  Parties  shall  cooperate  in  the  manufacturing  of Products in
          accordance  with  Section  3  below.

     (2)  During  the Term of this Agreement, Criticare shall appoint BioCare as
          the  exclusive  contracted  supplier  in  the Territory to manufacture
          Criticare's  designated  Products,  BioCare  shall not manufacture any
          other  products  that  are  in competing with the Criticare's Products
          without  the  prior  written  consent  of  Criticare.

3.   Scope  of  cooperation  in  the  manufacturing  of  the  Products.

     (1)  The  Parties  hereto  agree  to cooperate as provided hereunder during
          each  of  the  following  stages of the manufacturing of the Products.


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           a.  Pre-manufacturing  phase;

           b.  Pilot  manufacturing  phase;  and

           c.  Standard  manufacturing  phase.

     (2)  In  connection  with the Pre-manufacturing phase, the Parties agree to
          and  not  limit  to  cooperate  as  follows:

          a.   Criticare may send BioCare a written request notice for quotation
               for  the  Products.  The  purchase  quantity of the Products, the
               duration  of  the  purchase  order, the delivery schedule and the
               quantity  of  each  partial  shipment should be indicated in this
               written  notice.

          b.   BioCare  shall  send  Criticare the requested quotation and other
               related  information  within  forty  five (45) working days after
               receiving  all technical documents as described in Article 3. (2)
               d.  below.

          c.   Criticare  shall  send  BioCare  a  formal  purchase  order  or
               Criticare's  suggestion within forty five (45) working days after
               receiving  BioCare's  quotation  for  the  Products,  subject  to
               extension  as  necessary  and  agreed  by  the  Parties.

          d.   Criticare shall provide BioCare all necessary information for the
               manufacturing  of  the  Products including and not limited to the
               following  documents:

               (a)  Bill  of  materials  of  the  Products.

               (b)  Specification,  engineering  drawing,  manufacturer's  brand
                    name  and  parts  number  of  the  materials.

               (c)  Gerber  files  of  the  printed  circuit  boards.

               (d)  Samples  of  one  of each of the unpopulated printed circuit
                    board, the populated printed circuit board and the Products.

               (e)  User's  manual  and  service  manual.

               (f)  Standard  operation  procedures and tools for assembling the
                    Products.

               (g)  Quality control procedures and test fixtures for testing the
                    Products.

               (h)  Specification  of  labeling  and  marking  (i.e. S/N) of the
                    Products.

               (i)  Specification  of  package  and  packaging  materials.


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               (j)  Format  or content of the QC report that BioCare may need to
                    provide  to  Criticare  during  each  shipment.

     (3)  In connection with the Pilot manufacturing phase, the Parties agree to
          and  not  limit  to  cooperate  as  follows:

          a.   BioCare  shall  manufacture  and  deliver  the  prototype  or the
               validation  lot  of  the  Products  to Criticare according to the
               terms and conditions as set forth in the purchase order agreed by
               the  Parties.

          b.   Criticare  has  the  right  to  cancel  the purchase order if the
               prototype  or  the  first  validation  lot  is  unacceptable  to
               Criticare  and can not be made acceptable by BioCare within forty
               five  (45) days, subject to the exception as described in Article
               3.  (5).

          c.   In  the  event  that  Criticare has to cancel the purchase order,
               Criticare  is  financially  responsible  for  the  cost  of
               manufacturing of the prototype or the first validation lot of the
               Products,  this includes the cost of tooling, setup, prototype or
               the  first  validation lot and the rest of the raw materials that
               BioCare  has  purchased  for  the  purchase  order.

     (4)  With respect to the Standard manufacturing phase, the Parties agree to
          and  not  limit  to  cooperate  as  follows:

          a.   BioCare  shall  manufacture and deliver the Products to Criticare
               according  to  the  terms  and  conditions  as  set  forth in the
               purchase  order  agreed  by  the  Parties.

          b.   Criticare  has  the  right  to  cancel  the purchase order if the
               Products  is  unacceptable  to  Criticare  and  can  not  be made
               acceptable by BioCare within forty five (45) days, subject to the
               exception  as  described  in  Article  3.  (5).

          c.   In  the  event  that  Criticare has to cancel the purchase order,
               Criticare  is  financially  responsible  for  the rest of the raw
               materials  that  BioCare  has  purchased  for the purchase order.

     (5)  Criticare  is  responsible  in providing BioCare the correct technical
          information  for  the manufacturing and the quality control testing of
          the  Products.  If  the  Products  fail  to  pass Criticare's incoming
          inspection and system level functional test due to incorrect technical
          document,  then  Criticare  is financially responsible for the cost of
          manufacturing  of  the  Products,  this  include  the  cost

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          of  tooling,  setup,  Products, and the rest of the raw materials that
          BioCare  has  purchased  for  the  purchase  order.

     (6)  BioCare  should  immediately  inform Criticare if the manufacturers of
          one  or  more  of the materials, components, parts and modules for the
          Products  cease  to  produce. In this case, the Parties will cooperate
          together  to  purchase  enough quantities of these phase-out materials
          and  Criticare  will  consider  re-designing  the  Products.

     (7)  BioCare  shall  not be responsible for discontinuing the supply of the
          Products  to  Criticare  in  the  case of shortage of the materials as
          described  in  Article  3.  (6).

     (8)  In  the  event  that Criticare has to cancel the purchase order due to
          shortage of the materials as described in Article 3. (6), Criticare is
          financially  responsible for the cost of the rest of the raw materials
          that  BioCare  has  purchased  for  the  purchase  order.

     (9)  In  connection  with  the manufacturing of the Products, Criticare and
          BioCare  may  each  be  responsible  for:

          a.   having  their  respective  engineering  groups  work  together to
               discuss  the  technical  issues arising from the manufacturing of
               the  Products;  and

          b.   conducting  phased  reviews to ensure continued monitoring of the
               manufacturing  of  the  Products  including without limitation of
               detailed  design  review, quality improvement and cost reduction.

     (10) As  part  of  the transfer of manufacturing to BioCare, materials left
          over  at  Criticare's  current manufacturers including printed circuit
          board  components  may  be  in  surplus. BioCare agree to purchase all
          usable  materials  from  Criticare  at  BioCare's  quoted  cost.

4.   Licenses.

     (1)  Criticare  hereby  grants  BioCare  a  non-exclusive,  royalty-free,
          worldwide  license  during  the Term of this Agreement to practice the
          Criticare's  Intellectual Property in order to manufacture Products in
          accordance  with  this  Agreement.

     (2)  BioCare  shall not have the rights to grant sublicenses to other third
          parties  to  practice  the  Criticare's Intellectual Property to other
          uses.


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     (3)  Any  other  use  of  the  Criticare's Intellectual Property by BioCare
          shall  be  a  material  breach  of  this  Agreement  by  BioCare.

5.   Manufacturing.

     (1)  During  the  Term  of  this  Agreement,  BioCare shall manufacture the
          Products  only  for  sale  to  Criticare,  or  at Criticare's request,
          Criticare's  Customers.  Criticare  shall have the right to use and/or
          resell  such  Products  on  a  worldwide  basis,  as  it  sees  fit.

     (2)  BioCare  shall  manufacture  and  deliver  the  Products  to Criticare
          according  to  the  terms  and  conditions as set forth in each of the
          written  purchase  order  agreed  by  the  Parties.

     (3)  All  Products  sold  to  Criticare  by  BioCare  shall  be  marked  by
          Trademarks  of  Criticare,  or  at  Criticare's request, Trademarks of
          Criticare's  Customers.

     (4)  BioCare  shall  not  use  Trademarks  of  Criticare  and  Criticare's
          Customers  for  any  other  purposes.

     (5)  BioCare  agree  to  maintain  at  all times in their finished products
          inventories  one  full  month quantities of all products under current
          purchase  orders  from  Criticare.

6.   Quality  Control  Procedures.

     (1)  Quality  Control  Procedures  of  the  Products  may be established by
          Criticare  and  approved  by  the  Parties.

     (2)  BioCare  shall  provide  Criticare  on  a lot basis with copies of all
          records  concerning  BioCare's  compliance  with  the  Quality Control
          Procedures upon Criticare's request. Criticare shall meet with BioCare
          on  an urgent basis to discuss and address any concerns that Criticare
          may  have  from time to time with respect to BioCare's compliance with
          those  Quality  Control  Procedures.

7.   Purchase  Prices.

     (1)  The  Purchase  Prices  of  the  Products  manufactured  by BioCare for
          Criticare  are set forth in each of the written purchase orders agreed
          by  the  Parties.


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8.   Delivery.

     (1)  The  Products  ordered  by  Criticare and accepted by BioCare shall be
          delivered  to  Criticare  (or the recipient) on the conditions of FOB,
          Taipei.

     (2)  The  ultimate  shipment  of  the  Products by BioCare to the recipient
          shall  be  subject  to  the right and ability of BioCare, to make such
          sales  and  obtain  required  licenses and permits, under all decrees,
          statutes,  rules  and  regulations  of  its  respective government and
          agencies or instrumentalities thereof presently in effect or which may
          be  in  effect  hereafter.

          The  recipient  of  such  shipments  hereby  agrees:

          a.   to  assist  BioCare  in  obtaining  any such required licenses or
               permits  by supplying such documentation or information as may be
               requested  by  the  other  Party;

          b.   to  comply  with such decrees, statutes, rules and regulations of
               the  government  of  BioCare  and  agencies  or  instrumentality
               thereof;

          c.   to  maintain  the  necessary records to comply with such decrees,
               statutes,  rules  and  regulations;

          d.   not  to  re-export  any  Products, except in compliance with such
               decrees,  statutes,  rules  and  regulations;

          e.   to  obtain  all  governmental approvals and licenses necessary to
               import  the  Products  into  its  respective  country;

          f.   not  to  sell,  transfer  or otherwise dispose of the Products in
               violation  of  the  export  laws  of  BioCare's  country;  and

          g.   to  indemnify,  defend and hold harmless BioCare from any and all
               fines,  damages, losses, costs and expenses (including reasonable
               attorneys' fees) incurred by BioCare as a result of any breach of
               this  Article  8.  (2)  by  the  recipient  of  such  shipments.

     (3)  Unless  the  recipient  of  Products  requests otherwise, all Products
          ordered  by such recipient shall be packed for shipment and storage in
          accordance  with  BioCare's  standard  commercial practices. It is the
          recipient's  obligation  to  notify  BioCare  of any special packaging
          requirements,  which  shall  be  at  the  recipient's  expense.


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     (4)  BioCare  shall  deliver  the  Products into the possession of a common
          carrier  designated  by the recipient no later than the date specified
          for  such  delivery  on the relevant purchase order for such Products;
          provided,  however,  that if the recipient does not designate a common
          carrier by such date, the BioCare may do so on the recipient's behalf.

     (5)  Risk  of  loss  and damage to the Products shall pass to the recipient
          upon  the  delivery of such Products to the designated common carrier.
          All  claims  for  short  shipments  must  be  made  in  writing by the
          recipient  to  BioCare within ten (10) days of the recipient's receipt
          of  such  Products  at  its  shipping destination. Any claims of short
          shipment  not  made  within  such  period  shall  be deemed waived and
          released.

     (6)  In the event of any discrepancy between any purchase order accepted by
          a Party hereunder and this Agreement, the terms and conditions of this
          Agreement  shall  govern.

9.   Payment.

     (1)  All  amounts  due  and  payable  with respect to Products delivered by
          BioCare  to  the  recipient in accordance with Article 8. (2) shall be
          paid  in full amount within forty five (45) days after the recipient's
          receipt of an invoice covering such Products. Invoices may not be sent
          prior  to  the  delivery date of the Products covered by such invoice.

     (2)  All  payment and other amounts payable hereunder shall be paid in U.S.
          Dollars  by  wire  transfer to BioCare's designated bank or account in
          writing.  Whenever any amount hereunder is due on a day which is not a
          Business Day, such amount shall be paid on the next such Business Day.
          Amounts  hereunder  shall  be  considered  to be paid as of the day on
          which  funds are received by BioCare's designated bank. No part of any
          amount  payable  to  BioCare  hereunder  may  be  reduced  due  to any
          counterclaim, set-off, adjustment or other right which the payer might
          have  against  the  payee,  any  other  party  or  otherwise.

     (3)  All  payment  and  other  amounts  due  and  owing  from the recipient
          hereunder  but not paid by the recipient on the due date thereof shall
          bear  interest  (in  U.S.  Dollars)  at  the  rate  of  the lesser of:

          a.   twelve  percent  (12%)  per  annum;  and

          b.   the  maximum lawful interest rate permitted under applicable law.


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          Such  interest  shall  accrue  on the unpaid balance from time to time
          outstanding  from the date on such payment and other amount become due
          and  owing  until  payment  thereof  in  full.

10.  Warranty.

     (1)  BioCare  warrants  that,  after successful testing of the prototype or
          the  validation lot as described in Article 3. (3) and after Criticare
          gives  its  final  written approval of the quality of the prototype or
          the  validation  lot:

           a.  the  Products  shall  conform  to  the  Specifications;  and

           b.  the Products shall be manufactured in accordance with the Quality
               Control  Procedures.

           c.  Unless  other  specified  in the written purchase order agreed by
               the  Parties,  the  Products  are  warranted  against  defects in
               materials and workmanship for a period of 12 months from the date
               of  delivery.

     (2)  The  Parties  agree  that,  upon  breach  by BioCare of its respective
          warranty  under  this  Article  10.  (1),  BioCare's remedies shall be
          limited  to  repair  or  replacement  of  the non-conforming Products.

     (3)  EXCEPT  AS  STATED  ABOVE,  EACH PARTY DISCLAIMS ALL WARRANTIES OF ANY
          KIND,  WHETHER  EXPRESS  OR  IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO
          SYSTEM, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
          PARTICULAR  PURPOSE,  AND  TITLE.

11.  Ownership  of  the  Intellectual  Properties.

     (1)  Criticare  will  own  all Intellectual Properties rights in and to the
          Products,  to  the  extent  that such rights are to be embodied in, or
          which  must  be practiced in order to make, use or sell, the Products.

     (2)  Each  Party  shall execute any and all documents which the other Party
          may reasonably request in order to protect the other Party's rights in
          the  other  Party's  Intellectual  Property.  The  other  Party  shall
          reimburse  such  Party  for  reasonable  out-of-pocket  costs which it
          incurs  in  carrying  out  the  foregoing  responsibilities.



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12.  Intellectual  Properties  Indemnification.

     (1)  Criticare  agrees  to  indemnify, defend and hold harmless BioCare and
          its  officers,  directors,  employees, and agents from and against any
          and  all  claims,  demands,  costs  and  liabilities  (including  all
          reasonable  attorneys'  fees  and court costs) of any kind whatsoever,
          arising  directly  or  indirectly  out  of  claims  that  BioCare  is
          infringing on the intellectual property rights of third parties due to
          BioCare's  use  of  the  Products  as  follows:

          a.   In the event that the Products is held in a suit or proceeding to
               infringe  any  intellectual  property rights of a third party and
               the  use  of  such  Products is enjoined, or Criticare reasonably
               believes  that  it is likely to be found to infringe or likely to
               be  enjoined, then Criticare shall, at its sole cost and expense,
               either

               (a)  procure  for  BioCare  the  right  to  continue  using  such
                    Products,  or

               (b)  modify  such  Products  so  that  it becomes non-infringing.

          b.   Criticare  shall have no obligation for any claim of infringement
               arising  from:

               (a)  any  combination  of the Products with products not supplied
                    or approved in writing by Criticare, where such infringement
                    would  not  have  occurred  but  for  such  combination;

               (b)  the adaptation or modification of the Products not performed
                    by  Criticare,  where  such  infringement  would  not  have
                    occurred  but  for  such  adaptation  or  modification;

               (c)  the  use  of the Products in an application for which it was
                    not  designed or intended, where such infringement would not
                    have  occurred  but  for  such  use;  or

               (d)  a  claim  based on intellectual property rights not owned by
                    Criticare.

          c.   Article  11.  (1) states Criticare's sole and exclusive remedy in
               the  event  that  the  Products  infringes  on  the  intellectual
               property  right  of  any  third  party.


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     (2)  BioCare  hereby  agrees  that:

          a.   Criticare  shall  have sole control and authority with respect to
               the  defense  or  settlement  of  any  such  claim;  and

          b.   BioCare  shall cooperate fully with Criticare at Criticare's cost
               and  expense, in the defense of any such claim. Any settlement of
               any  such  claims  that  imposes  any  liability or limitation on
               BioCare  shall  not  be  entered  into  without the prior written
               consent  of  BioCare.

     (3)  In  the  event  a  claim is based on an indemnified claim described in
          Article  11.  (1)  above,  any  payments  and reasonable attorney fees
          incurred  in connection with such claims are to be apportioned between
          the  Parties  in  accordance  with the degree of cause attributable to
          each  Party.

13.  Limitations  of  Liability.

     (1)  EXCEPT  FOR  ITS  INDEMNIFICATION  OBLIGATIONS UNDER ARTICLE 11 ABOVE,
          NEITHER  PARTY  SHALL IN ANY EVENT BE LIABLE TO THE OTHER PARTY OR ANY
          THIRD PARTY FOR ANY DAMAGES RESULTING FROM LOSS OF PROFITS, OR FOR ANY
          SPECIAL,  INCIDENTAL,  CONSEQUENTIAL,  INDIRECT  OR  EXEMPLARY DAMAGES
          ARISING OUT OF, OR IN CONNECTION WITH, THE USE, MANUFACTURE OR SALE OF
          PRODUCTS.

     (2)  EXCEPT FOR THIRD PARTY CLAIMS FOR PERSONAL INJURY OR PROPERTY DAMAGES,
          EXCEPT FOR UNAUTHORIZED USE OF THE OTHER PARTY'S INTELLECTUAL PROPERTY
          RIGHTS AND EXCEPT FOR ITS INDEMNIFICATION OBLIGATIONS UNDER ARTICLE 11
          ABOVE,  EACH  PARTY'S LIABILITY FOR DAMAGES TO THE OTHER PARTY FOR ANY
          CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION, SHALL
          NOT EXCEED THE TOTAL FEES AND OTHER AMOUNTS PAID BY THE OTHER PARTY TO
          SUCH  PARTY  HEREUNDER  DURING  THE  IMMEDIATELY  PRECEDING SIX MONTHS
          PERIOD.

14.  Confidentiality.

     (1)  Each  Party  acknowledges  and  agrees  that  in  the  course  of  its
          performance of this Agreement, it may receive confidential information
          of  the  other  party (the "disclosing Party"). Accordingly, the Party
          receiving such confidential information (the "receiving Party") hereby
          represents  and  agrees  that,  during  and  after  the  Term  of this
          Agreement,  all  disclosures  of  confidential


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          information  to the receiving Party, its agents and employees shall be
          held  in  strict  confidence  by  such  receiving  Party,  which shall
          disclose  the confidential information only to those of its agents and
          employees to whom it is necessary in order to properly carry out their
          duties as limited by the Terms and conditions hereof. During and after
          the  Term  of  this  Agreement,  the receiving Party shall not use the
          confidential  information  except  for  the purposes of exercising its
          rights  and  carrying out its duties hereunder. The provisions of this
          Article  14  shall  also  apply  to any consultants or subcontractors,
          during  and after the Term of this Agreement, that the receiving Party
          may  engage  in  connection with this Agreement. Each Party shall take
          necessary  steps to ensure that its employees, consultants, agents and
          subcontractors  respect  the  provisions  of  this  Article  14.

     (2)  Notwithstanding  anything contained in this Agreement to the contrary,
          neither  Party  shall  be  liable  for  a disclosure of the disclosing
          Party's  confidential  information  if  the  information so disclosed:

          a.   was  in  the  public  domain  at the time it was disclosed by the
               disclosing  Party  to  the  receiving Party or thereafter becomes
               part  of  the  public  domain  through  no fault of the receiving
               Party;  or

          b.   was  known  to or contained in the records of the receiving Party
               at  the  time  of  disclosure  by  the  disclosing  Party  to the
               receiving  Party  and  can  be  so  demonstrated;  or

          c.   becomes known to the receiving Party from a source other than the
               disclosing  Party  without  such  source  breaching  its
               confidentiality  obligations  to  the  disclosing  Party;  or

          d.   was  required  to  be  disclosed  under  court  order,  legal  or
               administrative  process or as otherwise required by law, provided
               that  the  receiving Party has given the disclosing Party no less
               than  ten (10) days prior written notice of the receiving Party's
               intention  to make a disclosure pursuant to this Article 14. (2).
               d.

15.  Term  and  Termination.

     (1)  Unless sooner terminated in accordance with Article 15. (2) below, the
          Term  of  this  Agreement  shall begin on the Effective Date and shall
          expire  at  the  end  of the Initial Term; provided, however, that the
          Term  of  this  Agreement  shall automatically be extended, subject to
          termination in accordance with Article 15. (2), for additional periods
          of  two  (2)  years  each,  unless  either Party gives the other Party
          written  notice  to  the  contrary  at  least  sixty  (60)  days prior


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<PAGE>
          to  the end of the Initial Term or the then-current extension term, as
          the case may be, in which case the Term of this Agreement shall expire
          at  the end of the Initial Term or the then-current extension term, as
          the  case  may  be.

     (2)  Upon the occurrence of any one of the following events with respect to
          a  party (the "breaching Party"), the other Party shall have the right
          to  terminate  this  Agreement,  effective immediately upon giving the
          breaching  Party  written  notice  of  such  termination  as  follows:

          a.   a material breach by the breaching Party in fulfilling any one or
               more  of  its covenants, obligations or responsibilities pursuant
               to  this Agreement, which failure is not cured within thirty (30)
               days  after  the  breaching Party receives written notice of such
               breach  from  the  other  Party;

          b.   dissolution, termination of existence, liquidation, insolvency or
               business  failure of the breaching Party, or the appointment of a
               custodian  or receiver for the breaching Party or any part of the
               property  of  the  breaching  Party  if  such  appointment is not
               terminated  or  dismissed  within  thirty  (30)  days; except for
               transmittance  of  control  from  one  Party  to  its  Affiliate.

          c.   the  institution  by  the breaching Party of any proceeding under
               applicable  bankruptcy  laws or the making by the breaching Party
               of  a  composition  or  any  assignment or trust mortgage for the
               benefit  of  creditors;  or

          d.   the institution against the breaching Party of a proceeding under
               applicable  bankruptcy,  reorganization, receivership, insolvency
               or other similar law affecting the rights of creditors generally,
               which  proceeding  is  not  dismissed  within thirty (30) days of
               filing.

     (3)  In  no  event  shall  termination  of  this  Agreement  terminate  the
          obligation of either Party to make royalty, fee or other amount either
          due  hereunder  as  of  the  date  of termination or which becomes due
          thereafter  in  accordance  with  the  terms  of  this  Agreement.

     (4)  Upon  termination  of  this  Agreement  for  any  reason:

          a.   BioCare  shall  immediately  terminate  production  of  Products.

          b.   Each  Party  shall  cease  using  the  other Party's Confidential
               Information  and  either  promptly  return  to the other Party or
               dispose  of  all of the other Party's Confidential Information in
               any  form whatsoever which it may have in its possession, custody
               or  control  (whether  direct  or  indirect).


                                       13
<PAGE>

     (5)  Neither  Party shall by reason of the termination of this Agreement be
          liable  to  the  other Party for compensation or damages on account of
          the  loss  of  profits  or  sales,  or  expenditures,  investments  or
          commitments  in  connection  therewith.

     (6)  The provisions of Sections 11, 12, 13, 14, 15(3) through (6) and 16 of
          this  Agreement  shall  survive  any  termination  of  this Agreement.

     (7)  If a "Change of Control" occurs on either parties part, this Agreement
          will  stay  in effect for two full years after the "Change of Control"
          take  place. Written notification of "Change of Control" must be given
          to  the  other  party  within 30 days after the "Change of Control" is
          instituted.

16.  General  Provisions.

     (1)  Assignability.  Neither  this  Agreement  nor  any  of  the  rights or
          obligations  hereunder  may  be  assigned  by either Party without the
          consent of the other Party except in connection with the assignment to
          the  Affiliate  of  the Part. This Agreement shall be binding upon and
          inure  to  the  benefit  of  the  Parties  hereto and their respective
          successors  and  permitted  assigns.

     (2)  Governing  Law.  This  Agreement shall be governed by and construed in
          accordance  with  laws  of  the Common wealth of Taiwan and Wisconsin,
          excluding  (a) its conflict of laws principles; (b) the United Nations
          Convention  on  Contracts for the International Sale of Goods; (c) the
          1974  Convention on the Limitation Period in the International Sale of
          Goods  (the "1974 Convention"); and (d) the Protocol amending the 1974
          Convention,  done  at  Vienna  April  11,  1980.

     (3)  Dispute  Resolution.  Any dispute, controversy or claim arising out of
          or  relating  to this Agreement, or to a breach thereof, including its
          interpretation,  performance or termination, shall be submitted to and
          finally resolved by arbitration. The arbitration shall be conducted in
          accordance  with  the  commercial  arbitration  rules  of the American
          Arbitration  Association  ("AAA").  The  arbitration,  including  the
          rendering of the reward, shall take place in Waukesha, Wisconsin, USA,
          and  shall  be  the  exclusive  forum  for  resolving  such  dispute,
          controversy  or  claim. The decision of the arbitrators shall be final
          and  binding  upon  the  Parties  hereto.  The  arbitration  shall  be
          conducted in English by three arbitrators to be selected by the AAA in
          accordance  with  its  normal  procedures.  Notwithstanding  this,
          application  may be made to any court for a judicial acceptance of the
          award  or  order of enforcement. Notwithstanding anything contained in
          this  Section  17 (3) to the contrary, each Party shall have the right
          to  institute  judicial  proceedings  against

                                       14
<PAGE>
          the  other  Party  or  anyone  acting  by, through or under such other
          Party,  in  order  to enforce the instituting Party's rights hereunder
          through  reformation  of contract, specific performance, injunction or
          similar  equitable  relief.

     (4)  Waiver.  The  waiver  by  either Party of a breach or a default of any
          provision  of this Agreement by the other Party shall not be construed
          as  a  waiver  of  any  succeeding  breach  of  the  same or any other
          provision, nor shall any delay or omission on the part of either Party
          to  exercise  or avail itself of any right, power or privilege that it
          has, or may have hereunder, operate as a waiver of any right, power or
          privilege  by  such  Party.

     (5)  No  Agency.  Nothing  contained  in  this Agreement shall be deemed to
          constitute  either  Party  as the agent or representative of the other
          Party, or both Parties as joint venturers or partners for any purpose.
          Neither  Party  shall  be responsible for the acts or omissions of the
          other  Party,  and  neither  Party  will  have authority to speak for,
          represent or obligate the other Party in any way without prior written
          authority  from  the  other  Party.

     (6)  Severability.  In  the  event  that any provision of this Agreement is
          held  by a court of competent jurisdiction to be unenforceable because
          it  is  invalid  or  in  conflict  with  any  law  of  any  relevant
          jurisdiction,  the  validity  of the remaining provisions shall not be
          affected  and  the  rights  and  obligations  of  the Parties shall be
          construed  and  enforced  as  if  the  Agreement  did  not contain the
          particular  provisions  held  to  be  unenforceable.

     (7)  Notices.  Any  and  all notices and other communications in connection
          with  this  Agreement  shall  be  in  writing  and  shall  be sent (a)
          personally  delivered, (b) transmitted by registered air mail, postage
          prepaid,  return  receipt  requested,  (c) by Federal Express or other
          recognized  courier service, (d) transmitted by telex/facsimile/e-mail
          with  confirmed  answer-back,  to  the  Parties  hereto  as  follows:


          To:  Criticare  Systems,  Inc.
               20925  Crossroads  Circle,
               Waukesha,  WI  53186-4054,  USA
               Attention:     Emil  Soika,  President  and  CEO
                              Joseph  P.  Lester,  Vice President for Operations
               Telex/Facsimile  No.:  1-262-798-8290
               E-mail:        joe.lester@csiusa.com
               Answerback:  1-262-798-8282


                                       15
<PAGE>
          To:  BioCare  Corporation
               6F-3,  No.  9,  Prosperity  Road  I,
               Science-Based  Industrial  Park,
               Hsinchu  300,  Taiwan,  ROC
               Attention:     Jyh-chern  Chen,  Ph.D.,  President
               Telex/Facsimile  No.:  886-3-578-1247
               E-mail:     biocare1@ms11.hinet.net
               Answerback:  886-3-578-1410

          or  to  such other address, telex/facsimile number, e-mail address and
          individual  as  either Party may from time to time designate by notice
          hereunder.

     (8)  Entire  Agreement.  This  Agreement  constitutes  the entire agreement
          between the Parties. No waiver, consent, modification or change of the
          terms  of  this  Agreement  shall  bind either Party unless in writing
          signed by both Parties, and then such waiver, consent, modification or
          change  shall  be  effective only in the specific instance and for the
          specific  purpose  given.

     (9)  Force  Majeure.  Neither Party shall be in default hereunder by reason
          of  its  delay  in the performance of or failure to perform any of its
          obligations  hereunder,  if such delay or failure is cause by strikes,
          fires,  casualties,  floods,  wars,  acts  of God or the public enemy,
          riots,  incendiaries,  lockouts,  failure  of  public  utilities,
          injunctions  or  any  act,  exercise,  assertion  or  requirement  of
          governmental  authorities,  epidemic,  destruction  of  production
          facilities,  insurrection,  inability  to  procure  materials,  labor,
          equipment,  transportation  or energy sufficient to meet manufacturing
          needs,  interference by civil or military authorities, compliance with
          governmental laws, rules, regulations and decisions, including without
          limitation,  those relating to exchange restrictions or similar events
          that  beyond  its control or without its fault or negligence. However,
          each  Party  hereto  shall  promptly  notify  the  other  Party of the
          occurrence  of  each  such  force  majeure  condition.

     (10) Publicity.  Neither  Party shall originate any publicity, news release
          or  other  public  announcement  relating  to  this  Agreement  or the
          existence  of  an  arrangement  between  the Parties without the prior
          written  approval  of the other Party, except as otherwise required by
          law.

     (11) Headings.  Captions and headings contained in this Agreement have been
          included  for  ease  of  reference  and  convenience  and shall not be
          considered  in  interpreting  or  construing  this  Agreement.


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<PAGE>
     (12) Counterparts.  This Agreement may be executed in several counterparts,
          each  of  which shall be deemed an original, but all of which together
          shall  constitute  one  and  the  same  instrument.

IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be duly
signed  and  executed  as  of  the  date  first  above  specified.


CRITICARE  SYSTEMS  INC.                   BIOCARE  CORPORATION

By  /s/  Emil  Soika                       By  /s/  Jyh-chern  Chen
    ----------------                           --------------------
     Mr.  Emil  Soika,                         Dr.  Jyh-chern  Chen
     President  and  CEO                       President  and  CEO

Date:  8-5-00                              Date:  July  26,  2000
       ------                                     ---------------

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                                    EXHIBIT A


                              CRITICARE'S TRADEMARK


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