SUPPLY PARTNERSHIP AGREEMENT


                                       OF

                             CRITICARE SYSTEMS INC.

                                       AND

                         TRIVIRIX INTERNATIONAL LIMITED,




                                 26 OCTOBER 2000


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                          SUPPLY PARTNERSHIP AGREEMENT


THIS SUPPLY PARTNERSHIP AGREEMENT (hereinafter called Agreement), dated as of 26
October,  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

TRIVIRIX  INTERNATIONAL LIMITED, a corporation duly organized and existing under
the  laws  of  Northern  Ireland,  UK, having its principal place of business at
Advantage  Way,  Ballygomartin  Industrial Park, Belfast, Northern Ireland, BT13
3PN  (hereinafter  referred  to  as  "TriVirix  ").

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

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

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

1.   Definition.

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

     (2)  The  term  "Territory"  means  all  countries  in  the  US and Europe.

     (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
          TriVirix.


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

     (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 Criticare listed on
          Exhibit  A  attached  hereto.

     (7)  "Business Day" shall mean a day on which banks in Waukesha, Wisconsin,
          USA  and  Belfast,  Northern  Ireland  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 TriVirix as
          the  exclusive  contracted  supplier  in  the Territory to manufacture
          Criticare's  designated  Products,  TriVirix  shall  not  sell  to the
          Medical  Market  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  TriVirix  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.   TriVirix  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  TriVirix  a  formal  purchase  order  or
               Criticare's  suggestion within forty-five (45) working days after
               receiving  TriVirix's  quotation  for  the  Products,  subject to
               extension  as  necessary  and  agreed  by  the  Parties.

          d.   Criticare  shall  provide  TriVirix 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.


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               (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.

               (j)  Format or content of the QC report that TriVirix 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.   TriVirix  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 TriVirix 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
               TriVirix  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.   TriVirix  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  cannot  be  made
               acceptable  by  TriVirix  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  TriVirix  has  purchased for the purchase order.


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     (5)  Criticare  is  responsible in providing TriVirix 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  includes the cost of tooling,
          setup,  Products,  and the rest of the raw materials that TriVirix has
          purchased  for  the  purchase  order.

     (6)  TriVirix  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)  TriVirix  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  TriVirix  has  purchased  for  the  purchase  order.

     (9)  In  connection  with  the manufacturing of the Products, Criticare and
          TriVirix  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 TriVirix, materials left
          over  at  Criticare's  current manufacturers including printed circuit
          board  components  may  be  in surplus. TriVirix agree to purchase all
          usable  materials  from  Criticare  at  TriVirix'  quoted  cost.


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4.   Licenses.

     (1)  Criticare  hereby  grants  TriVirix  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)  TriVirix shall not have the rights to grant sublicenses to other third
          parties  to  practice  the  Criticare's Intellectual Property to other
          uses.

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

5.   Manufacturing.

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

     (2)  TriVirix  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  TriVirix  shall  be  marked by
          Trademarks  of  Criticare,  or  at  Criticare's request, Trademarks of
          Criticare's  Criticares.

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

     (5)  TriVirix  agrees  to  maintain at all times in their finished products
          inventories  one  full  month quantities of all products under current
          purchase  orders  from  Criticare.  This shall be achieved within four
          months  after  the  initial  delivery.  Should  Criticare  increase it
          orders,  such that the one month finished goods inventory is utilized,
          TriVirix  shall  have  six  months  to  re-establish  the one month of
          finished  good  inventory.

6.   Quality  Control  Procedures.

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


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

7.   Purchase  Prices.

     (1)  The  Purchase  Prices  of  the  Products  manufactured by TriVirix for
          Criticare  are set forth in each of the written purchase orders agreed
          by  the  Parties.  Pricing  on  Purchase  Orders  is agreed to by both
          parties  and  shall  be  fixed  for  one  year.

8.   Delivery.

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

     (2)  The  ultimate  shipment  of  the Products by TriVirix to the recipient
          shall  be  subject  to the right and ability of TriVirix, 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  TriVirix  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  TriVirix  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;


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

          g.   to  indemnify, defend and hold harmless TriVirix from any and all
               fines,  damages,  losses, costs and expenses including reasonable
               attorneys'  fees.  incurred by TriVirix 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  TriVirix'  standard  commercial practices. It is the
          recipient's  obligation  to  notify  TriVirix of any special packaging
          requirements,  which  shall  be  at  the  recipient's  expense.

     (4)  TriVirix  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  TriVirix  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 TriVirix 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
          TriVirix  to  the recipient in accordance with Article 8. (2) shall be
          paid  in  full  amount  within  thirty (30) 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.


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     (2)  All  payment and other amounts payable hereunder shall be paid in U.S.
          Dollars  by  wire transfer to TriVirix'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 TriVirix's designated bank. No part of any
          amount  payable  to  TriVirix  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.

          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)  TriVirix  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 TriVirix of its respective
          warranty  under  this  Article  10.  (1), TriVirix's remedies shall be
          limited  to  repair  or  replacement  of  the non-conforming Products.


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     (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.

12.  Intellectual  Properties  Indemnification.

     (1)  Criticare  agrees  to indemnify, defend and hold harmless TriVirix 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  TriVirix  is
          infringing on the intellectual property rights of third parties due to
          TriVirix'  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  TriVirix  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;


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               (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.

     (2)  TriVirix  hereby  agrees  that:

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

          b.   TriVirix 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
               TriVirix  shall  not  be  entered  into without the prior written
               consent  of  TriVirix.

     (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.


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     (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  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


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          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 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.


                                       13
<PAGE>
          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.

          e.   TriVirix  fails  to  maintain  its  ISO 9002 certification and is
               unable to recover its certification within a reasonable period of
               time.

     (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.   TriVirix  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).

     (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 one full year after the "Change of Control"
          takes place. Written notification of "Change of Control" must be given
          to  the  other  party  within 30 days after the "Change of Control" is
          instituted.


                                       14
<PAGE>
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 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 Northern Ireland 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 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.


                                       15
<PAGE>
     (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  and  General  Manager
                  Telex/Facsimile  No.:  1-262-798-8290
                  E-mail:  joe.lester@csiusa.com
                  Answerback:  1-262-798-8282

          To:     TriVirix  International  Limited
                  Advantage  Way,  Ballygomartin  Industrial  Park,
                  Belfast,  N.I.,  BT13  3PN
                  Attention:  Tom Larrichio, Director of Materials and Contracts
                  Telex/Facsimile  No.:  919  259-9011
                  E-mail:  tlarrichio@trivirix.com
                  Answerback:  919  259-9000

          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.


                                       16
<PAGE>
     (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) Performance.  TriVirix  shall  make  available  by electronic or other
          means  any  information  required  by  Criticare  to  be  obtained  or
          maintained as it relates to Products, including current data regarding
          status  and  performance  on  this  purchase  order.

     (11) Government  and  Agency  Requirements. TriVirix makes no warranty that
          the  Product  Specifications  meet  all  applicable  government  and
          independent  agency  requirements,  standards,  and  approvals.

     (12) Product  Repair.  Criticare,  its  distributors,  Customers,  or other
          designee  may  return  Products  to  TriVirix  that  are determined by
          Criticare  to  be defective or that need repair. Upon determination of
          any  defective  Product,  Criticare  may  request,  and TriVirix shall
          issue,  a  "return  authorization  number"  enabling  Criticare or the
          end-user  to ship such Product on a freight-collect basis to TriVirix.
          TriVirix shall, at TriVirix' option, either replace or repair Products
          found  to  be defective during the Warranty period with Products which
          conform  to the Product Specifications which are part of this Purchase
          Order  and in force at the time the defective Products were originally
          delivered.  Products  returned  for  defects  in  workmanship  and/or
          materials during the Warranty Period will be repaired and shipped back
          to  the  appropriate  destination at no charge to Criticare. Repair of
          non-warranty and/or post-warranty Products shall be in accordance with
          Criticare's


                                       17
<PAGE>
          instruction.  Repair  and  shipping  costs  for  Products returned for
          defects  that  are  not  the  responsibility  of  TriVirix,  including
          Products  that  have been improperly used and/or handled, non-warranty
          Products,  and  post-warranty Products, shall be paid by Criticare. If
          the  Products  are  returned to TriVirix, and TriVirix determines that
          said  Products are not defective in any way, and Criticare agrees with
          TriVirix' findings, Criticare agrees to pay TriVirix a fixed amount to
          be negotiated between TriVirix and Criticare (no defects found charge)
          for  each  such  Product.  TriVirix'  warranty  shall not apply to any
          defects  caused  by  improper use, handling, or transportation, unless
          improperly  packaged  by  TriVirix  for  delivery  to Criticare or its
          designee.

     (13) Product  Specification  Changes.  In  the  event Criticare changes the
          Product  Specifications,  Criticare  shall promptly advise TriVirix in
          writing  of  such  changes;  or  in  the  case  of  a  change  to  the
          specification  required  due  to parts obsolescence or unavailability,
          TriVirix  shall  promptly  advise  Criticare  in  writing  as  to  any
          scheduling  and/or  price  adjustments  which  may  result  from  such
          changes. Prior to implementation of such changes, the Parties agree to
          negotiate  in  good  faith in an attempt to reach agreement on (a) the
          new  price  for any Product manufactured or service provided hereunder
          by  TriVirix which embodies such changes, and (b) any other amendments
          to  this  Purchase  Order  which  may  be necessitated by such changes
          (i.e.,  an adjustment to the lead time for purchase orders). Criticare
          agrees  to  reimburse  TriVirix  for  the  reasonable, mutually agreed
          expenses  incurred by TriVirix as a result of such changes, including,
          but  not  limited  to, reimbursing TriVirix for its development costs,
          capital  expenditure costs, rework costs, and costs for any components
          or  other  materials  rendered  unusable  as a result of such changes.

     (14) Price  Changes.  Certain  events,  such as the increase or decrease in
          cost  of  a  component or material, may increase or decrease TriVirix'
          cost  per  unit. TriVirix may present this cost data at the end of the
          Contract  Year. The parties agree to negotiate in good faith to arrive
          at  an  upward  or  downward  adjustment  to  the  unit  price.

     (15) Records.  TriVirix  shall maintain all engineering, manufacturing, and
          inspection  records,  all  records  of  shipments of the Products from
          TriVirix  to  Criticare  or  Criticare's  designees,  and  all records
          related  to Product or facility regulations and certifications for the
          time  periods required by applicable laws and regulations with respect
          to  the  Products. TriVirix shall make such records and data available
          for  review  and  copying  by  Criticare  at  TriVirix'  facility upon
          reasonable  prior  written  notice  from  Criticare  to  TriVirix.  In
          addition,  upon  termination  or  expiration  of  this Purchase Order,


                                       18
<PAGE>
          whichever  occurs  first, TriVirix will upon Criticare's request, make
          copies  of  such  records  and  data  for  Criticare.

     (16) Employee  Solicitation.  During  the  period  beginning  with the date
          hereof  and  ending  twelve  months  after all Services to be provided
          hereunder  have  been  performed,  each of TriVirix and Criticare, for
          itself  and its Affiliates, agree that it will not offer employment to
          or  otherwise  interfere  with  the  employment of any employee of the
          except  as  may  be  expressly  stated  in  any  Proposal, without the
          permission  of  the  other  Party.

     (17) Bankruptcy; Insolvency. Either Party may terminate this Purchase Order
          upon  the  occurrence  of  either of the following: (a) The entry of a
          decree  or  order  for  relief  by  a court having jurisdiction in the
          premises  in  respect  of  such Party in an involuntary case under any
          applicable  federal  or  state  insolvency or other similar law in any
          applicable  jurisdiction  and  the  continuance  of any such decree or
          order  unstayed  and  in effect for a period of sixty (60) consecutive
          days;  or  (b) The filing by such Party of a petition for relief under
          any  applicable  federal  or  state  insolvency  or other similar law.

     (18) Expiration;  Termination.  (a)  Upon expiration or termination of this
          Purchase  Order  for  any  reason,  (i)  Criticare shall purchase from
          TriVirix  and  TriVirix  shall  sell at TriVirix' acquisition cost all
          usable  inventories  and  materials  reasonably  acquired  by TriVirix
          hereunder  for  the  manufacture  of  or  development of Product, (ii)
          Criticare  shall  purchase  from  TriVirix and TriVirix shall sell all
          work-in-progress for the Product at TriVirix' cost and (iii) Criticare
          shall purchase and TriVirix shall sell all other finished Product then
          in  TriVirix'  possession.  (b) Upon expiration or termination of this
          Purchase  Order  for any reason, TriVirix shall release to the custody
          of  Criticare  or  Criticare'  designee all Product Specifications (in
          whatever  form occurring, whether hard copy, magnetic or optical disk,
          etc.),  all  Criticare-owned  tooling,  dies,  molds,  testing  or
          manufacturing  or  other  Criticare  equipment,  together  with either
          originals  or  validated  copies  of all testing, inspection, or other
          data regarding the performance or regulatory compliance of any Product
          sold  to  Criticare  hereunder,  as  well  as  any  other  property of
          Criticare  that  is on the premises of TriVirix. In addition, TriVirix
          shall  sell  to  Criticare,  and  Criticare'  shall  purchase,  for  a
          reasonable  and  mutually-agreeable  price,  any property or equipment
          owned  by  TriVirix  or its Affiliates specifically and solely for the
          production  of  Criticare'  Products.


                                       19
<PAGE>
     (19) Indemnification  by  Criticare.  Except  as  otherwise provided below,
          Criticare  shall  indemnify,  defend and hold TriVirix, its Affiliates
          and  their  respective  directors,  officers,  employees,  agents,
          successors  and  assigns  harmless  from  and  against  any  damages,
          judgments,  claims,  suits,  actions,  liabilities, costs and expenses
          (including,  but  not  limited to, reasonable attorneys' fees) arising
          out  of  or connected with (a) the design, manufacture, use, handling,
          distribution,  marketing or sale of the Products (except to the extent
          caused  by  TriVirix'  grossly  negligent acts or omissions or willful
          misconduct in the procurement of components or in the manufacturing of
          the  Products)  or  from  any  accident  resulting from the use of the
          Products,  (b)  negligent  acts,  omissions, willful misconduct or any
          breach or default of any representation of Criticare or any obligation
          on  the  part  of  Criticare to be performed pursuant to this Purchase
          Order  or  any  of its agents, contractors, employees or licensees, or
          (c)  any  proceeding instituted by or on behalf of a Third Party based
          upon  a  claim  that  the  manufacture,  use  or  sale of the Products
          infringes  a  United  States  patent  or any other proprietary rights.

     (20) Indemnification  by  TriVirix.  Except  as  otherwise  provided above,
          TriVirix  shall  indemnify,  defend and hold Criticare, its Affiliates
          and  their  respective  directors,  officers,  employees,  agents,
          successors  and  assigns  harmless  from  and  against  any  damages,
          judgments,  claims,  suits,  actions,  liabilities, costs and expenses
          (including,  but not limited to, reasonable attorneys' fees) resulting
          from  (a)  any  Third  Party  claims  or  suits  arising solely out of
          TriVirix' grossly negligent acts or omissions or willful misconduct in
          the  manufacture  of  the  Products; or, (b) grossly negligent acts or
          omissions,  willful  misconduct  or  any  breach  or  default  of  any
          representation  of  TriVirix or any obligation on the part of TriVirix
          to  be performed pursuant to this Purchase Order or any of its agents,
          contractors,  employees  or  licensees.

     (21) Press  Releases.  Any press release, publicity or other form of public
          written  disclosure  related  to  this  Purchase Order prepared by one
          Party  shall  be  submitted  to  the  other Party prior to release for
          approval,  which  approval  shall not be unreasonably withheld by such
          other  party.

     (22) Use  of  Names. Except as otherwise required by law or by the terms of
          this  Purchase  Order  or mutually agreed upon by the Parties, neither
          Party  shall  make any use of the name of the other Party or any trade
          name  or  trademark belonging to the other Party in any advertising or
          promotional  material  without  the  prior consent of the other Party,
          which  consent  shall  not  be  unreasonably  withheld.


                                       20
<PAGE>
     (23) Independent  Contractors.  The  relationship  between  Criticare  and
          TriVirix  is  that of independent contractors and nothing herein shall
          be deemed to constitute the relationship of partners, joint venturers,
          nor  of  principal  and  agent between Criticare and TriVirix. Neither
          Party  shall  have any express or implied right or authority to assume
          or  create  any  obligations  on behalf of or in the name of the other
          Party  or  to  bind  the  other  Party  to  any contract, agreement or
          undertaking  with  any  Third  Party.

     (24) Assignment.  This  Purchase  Order  may  not  be assigned or otherwise
          transferred  by  either Party without the prior written consent of the
          other  Party.  Any  purported assignment in violation of the preceding
          sentence  shall  be  void. No assignment shall relieve either Party of
          responsibility  for  the  performance  of any obligation which accrued
          prior  to  the  effective  date  of  such  assignment.

     (25) 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.

     (26) 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.

     (27) 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.

     (28) Order  of Precedence. In the case of any conflict, the following order
          of  precedence  shall  apply:  (1)  Purchase  Order;  (2)  Terms  and
          Conditions;  (3)  Proposal;  (4)  Product  Specifications;  (5)  Other
          exhibits,  data  incorporated  herein  as  attachments.

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.               TRIVIRIX  INTERNATIONAL

By:  /s/  Joseph  P.  Lester            By:  /s/  Tom  M.  Larrichio
     -----------------------                 -----------------------
     Mr.  Joseph  Lester                     Mr.  Tom  M.  Larrichio
     Vice  President and General Manager     Director of Materials and Contracts

Date:  11/15/00                         Date:  11/15/00
       --------                                 --------

                                       21
<PAGE>
                                    Exhibit A

                              Criticare's Trademark


                                [GRAPHIC OMITTED]



                                       22