CRITICARE SYSTEMS, INC.

                               PURCHASE AGREEMENT

     This  Purchase  Agreement  (the "Agreement") is made as of October 17, 2000
(the  "Agreement  Date"),  by  and  between  Criticare Systems, Inc., a Delaware
corporation  (the  "Company")  with  its  principal  office  at 20925 Crossroads
Circle,  Waukesha,  WI  53186,  and the purchasers set forth on Exhibit A hereto
(individually  a  "Purchaser"  and  collectively  the  "Purchasers").

                                   Section 1.

                        Purchase and Sale of Common Stock
                        ---------------------------------

     1.1     Purchase  and  Sale of Common Stock.  Each Purchaser, severally and
             -----------------------------------
not  jointly,  agrees  to  purchase  from the Company, and the Company agrees to
issue  and sell to such Purchaser, the number of shares (the "Shares") of Common
Stock, $0.04 par value (the "Common Stock") of the Company set forth on opposite
such  Purchaser's  name on Exhibit A hereto. The purchase price for one Share of
Common  Stock  (the "Purchase Price") pursuant to this Agreement shall be $2.25.

                                   Section 2.

                             Closing Date; Delivery
                             ----------------------

     2.1     Closing  Date.  The  completion  of  the  purchase  and sale of the
             -------------
Shares  will  be  held at such place and time agreed upon by the Company and the
Purchasers  (the  "Closing).  The date of the Closing is hereinafter referred to
as  the  "Closing  Date."

     2.2     Delivery.  At  the  Closing,  the  Company  will  deliver  to  each
             --------
Purchaser  the certificates evidencing the Shares purchased by such Purchaser as
shown  on  Exhibit  A  and an opinion of Reinhart, Boerner, Van Deuren, Norris &
Rieselbach,  S.C.,  counsel  to  the  Company,  in  the  form of Exhibit B. Such
delivery  shall  be against payment of the Purchase Price for the Shares by wire
transfer  of  immediately  available  funds  to  the  Company's bank account (in
accordance  with  instructions  furnished  by  the  Company).

                                   Section 3.

                  Representations and Warranties of the Company
                  ---------------------------------------------

     The  Company  represents  and  warrants  to  the  Purchasers  as  follows:

     3.1     Organization  and  Standing.  The  Company  is  a  corporation duly
             ---------------------------
organized and validly existing under, and by virtue of, the laws of the State of
Delaware  and  is  in  good standing as a domestic corporation under the laws of
said  state,  and  has  the  requisite  corporate power and authority to own its
properties  and  to carry on its business as now being conducted.  Other than as
disclosed  in  the  SEC  Documents  (as  defined  below),  the  Company  has  no
subsidiaries  or  direct  or  indirect  ownership  in  any  firm, corporation or
business  which  either,  individually  or  in the aggregate, is material to the
business of the Company.  The Company is qualified to do business and is in good
standing  as  a foreign corporation in every jurisdiction in which its ownership
of  property  or conduct of business requires it so to be qualified and in which
the  failure to so qualify would have a material adverse effect on the financial
condition or business of the Company and its subsidiaries considered as a whole.


<PAGE>
     3.2     Corporate  Power:  Authorization.  The  Company  has  all requisite
             --------------------------------
legal  and  corporate  power and authority and has taken all requisite corporate
action  to duly authorize, execute and deliver this Agreement, to sell and issue
the  Shares  and  to  carry  out  and  perform  all of its obligations under and
contemplated by this Agreement.  No action of the stockholders of the Company is
required  to authorize the consummation of the transactions contemplated by this
Agreement.  This Agreement has been duly executed and delivered by an authorized
officer  of  the Company and constitutes the legal, valid and binding obligation
of  the  Company, enforceable in accordance with its terms, except as limited by
applicable bankruptcy, insolvency, reorganization or similar laws relating to or
affecting  the  enforcement  of  creditors'  rights  generally and as limited by
equitable  principles  generally.

     3.3     Issuance  and Delivery.  The Shares have been duly authorized, and,
             ----------------------
when  issued  and  delivered in compliance with this Agreement, will be duly and
validly issued and delivered and will be outstanding, fully paid, nonassessable,
except  as  set forth in Wisconsin Statutes Section 180.0622(b), as interpreted,
and  free  and clear of all pledges, liens, encumbrances and will conform to the
description  thereof contained in the Registration Statement (or incorporated by
reference  therein).  No  preemptive rights, or other rights to subscribe for or
purchase,  exist  with  respect  to  the  issuance and sale of the Shares by the
Company  pursuant to this Agreement. No stockholder of the Company has any right
(which  has  not  been  waived  or  has  not  expired by reason of lapse of time
following  notification  of  the  Company's  intent  to  file  the  Registration
Statement)  to  require the Company to register the sale of any securities owned
by  such  holder  under  the Securities Act of 1933, as amended (the "Securities
Act"),  in  the  Registration Statement. No further approval or authority of the
stockholders  or  the Board of Directors of the Company will be required for the
issuance  and  sale  of  the  Shares  to  be sold by the Company as contemplated
herein.

     3.4     SEC  Documents  Financial Statements; Subsequent Events.  Except as
             -------------------------------------------------------
set  forth  on Schedule 3.4 hereto, the Company has filed in a timely manner all
documents that the Company was required to file with the Securities and Exchange
Commission ("SEC") under Sections 13, 14(a) and 15(d) of the Securities Exchange
Act  of  1934,  as  amended  (the "Exchange Act"), during the twelve (12) months
preceding  the  date of this Agreement and all rules and regulations thereunder.
Except as set forth on Schedule 3.4 hereto, as of their respective filing dates,
all  documents  filed by the Company with the SEC (the "SEC Documents") complied
in  all  material  respects  with  the  requirements  of the Exchange Act or the
Securities Act of 1933, as amended (the "Securities Act"), as applicable and all
rules  and  regulations  thereunder. Except as set forth on Schedule 3.4 hereto,
none  of  the  SEC Documents contained, as of their respective dates, any untrue
statement  of  material  fact or omitted to state a material fact required to be
stated therein or necessary to make the statements made therein, in light of the
circumstances  under  which  they  were  made,  not  misleading,  and  such  SEC
Documents,  when  read  as  a  whole,  do not contain any untrue statements of a
material  fact  and  do  not omit to state a material fact necessary to make the
statements  therein,  in  light of the circumstances under which they were made,
not  misleading.  The  financial  statements  of the Company included in the SEC
Documents  (the  "Financial  Statements")  comply  in all material respects with
applicable  accounting requirements and with the published rules and regulations
of  the SEC with respect thereto. The Financial Statements have been prepared in
accordance  with  United  States  generally  accepted  accounting  principles
consistently  applied  and  fairly present the financial position of the Company
and  any  subsidiaries  at  the  dates  thereof and the results of the Company's
operations  and  cash  flows for the periods then ended (subject, in the case of
unaudited  statements,  to  normal  adjustments).

     3.5     Governmental  Consents.  No  consent,  approval,  order  or
             ----------------------
authorization  of,  or  registration, qualification, designation, declaration or
filing  with, any federal, state, or local governmental authority on the part of
the  Company  is  required in connection with the execution and delivery of this
Agreement  and  the  consummation  of  the  transactions  contemplated  by  this
Agreement.


                                        2
<PAGE>
     3.6     Exempt  Transactions.  Subject  to  the accuracy of the Purchasers'
             --------------------
representations  and  warranties in Section 4 of this Agreement, the offer, sale
and  issuance  of  the  Shares  in  conformity  with the terms of this Agreement
constitute  transactions  exempt from the registration requirements of Section 5
of the Securities Act and from the registration or qualification requirements of
the  laws  of  any  applicable  state  or  United  States  jurisdiction.

     3.7     No  Material Adverse Change.  Except as otherwise disclosed herein,
             ---------------------------
since June 30, 2000, there have not been any changes in the assets, liabilities,
financial  condition,  business or operations of the Company from that reflected
in  the  Financial  Statements except changes in the ordinary course of business
which  have  not  been,  either  individually  or  in  the aggregate, materially
adverse.

     3.8     Intellectual  Property.  The  Company  to  its  knowledge  owns  or
             ----------------------
possesses  adequate  rights  to  use  all  patents,  patent  rights, inventions,
trademarks,  trade  names,  copyrights,  licenses,  governmental authorizations,
trade  secrets  and  know-how  that are used or necessary for the conduct of its
business  as  described  in  the  SEC  Documents; except as described in the SEC
Documents,  neither  the  Company  nor  any of its subsidiaries has received any
notice  of,  or  has  any  knowledge  of,  any  infringement of or conflict with
asserted  rights  of others with respect to any patent, patent right, invention,
trademarks,  trade  names,  copyrights,  licenses,  governmental authorizations,
trade  secret  or knowhow that, individually or in the aggregate, if the subject
of  an  unfavorable  decision,  ruling or finding, would have a material adverse
effect  on  the  condition  (financial  or  otherwise),  earnings, operations or
business  of  the  Company  and  its  subsidiaries  considered  as  a  whole.

     3.9     Authorized  Capital  Stock.  The  authorized  capital  stock of the
             --------------------------
Company  conforms,  as  of the dates for which such information is given, in all
material  respects  to  the  statements  relating  thereto  contained in the SEC
Documents.  The  issued  and  outstanding shares of capital stock of the Company
have  been duly authorized, validly issued and are fully paid and nonassessable;
except as set forth or referred to in the SEC Documents, no warrants, options or
other  rights  to  purchase,  agreements  or  other  obligations  to  issue,  or
agreements or other rights to convert any obligation into, any shares of capital
stock  of  the  Company have been granted or entered into by the Company. All of
the  above  securities  of  the  Company  were  issued  in  compliance  with all
applicable federal and state securities laws and were not issued in violation of
or subject to any preemptive rights or other rights to subscribe for or purchase
securities.  No  holder  of  any  security  of  the  Company  is entitled to any
preemptive  or  similar  rights  to  purchase  any  securities  of  the Company.

     3.10     Litigation.  There  are  no  actions,  suits,  proceedings  or
              ----------
investigations  pending  or,  to the best of the Company's knowledge, threatened
against  the  Company  or  any  of  its  properties  before  or  by any court or
arbitrator  or  any  governmental  body,  agency or official in which there is a
reasonable  likelihood  (in  the judgment of the Company) of an adverse decision
that  (a)  would  have  a material adverse effect on the Company's properties or
assets  or  the business of the Company as presently conducted or proposed to be
conducted  or  (b)  would  impair  the  ability of the Company to perform in any
material  respect  its  obligations  under this Agreement. The Company is not in
default  with  respect  to  any  judgment,  order  or  decree  of  any  court or
governmental  agency or instrumentality which, individually or in the aggregate,
would  have  a  material adverse effect on the assets, properties or business of
the  Company.

     3.11     Preemptive  and  Registration  Rights.  There  are  no  preemptive
              -------------------------------------
rights,  rights  of  first  refusal, repurchase rights or any other right of the
Company  or  any  third  party as to the Shares which have not been satisfied or
waived, and except as provided in this Agreement, the Company has not granted or
agreed  to  grant  any  registration  rights  that  would  be  applicable to the
registration for resale of the Shares pursuant to the Registration Statement, as
defined in and contemplated by Section 7.1 hereof, to any person or entity which
have  not  been  satisfied  or  waived.


                                        3
<PAGE>
     3.12     Compliance With Other Instruments.  The business and operations of
              ---------------------------------
the  Company have been and are being conducted in accordance with all applicable
laws,  rules  and  regulations  of all governmental authorities, except for such
violations  of  applicable  laws,  rules  and  regulations  which  would  not,
individually  or in the aggregate, have a material adverse effect on the assets,
properties,  financial  condition  or  business  of  the  Company.  Neither  the
execution  and  delivery  of,  nor  the  performance  or  compliance  with, this
Agreement  and  the  transactions contemplated hereby, will, with or without the
giving  of  notice  or  the  passage  of  time,  (i) result in any breach of, or
constitute  a  default  under,  or  result  in  the  imposition  of  any lien or
encumbrance upon any asset or property of the Company pursuant to, any agreement
or other instrument to which the Company is a party or by which it or any of its
properties,  assets  or  rights  is bound or effected, except for such breach or
default  or  the  imposition  of  any  such  lien  or  encumbrance which, either
individually  or  in  the aggregate, would not have a material adverse effect on
the  assets,  properties, financial condition or business of the Company or (ii)
violate  the  Certificate of Incorporation or Bylaws of the Company, or any law,
rule  regulation,  judgment, order or decree. The Company is not in violation of
its  Certificate  of  Incorporation or Bylaws nor in violation of, or in default
under,  any  lien, indenture, mortgage, lease, agreement, instrument, commitment
or arrangement, except for such defaults which would not, individually or in the
aggregate,  have  a material adverse effect on the assets, properties, financial
condition  or business of the Company, or subject to any restriction which would
prohibit  the Company from entering into or performing its obligations under the
Agreement.

     3.13     Brokers  or  Finders.  No  person, firm or corporation has or will
              --------------------
have,  as a result of any act or omission of the Company, any right, interest or
valid claim against the Purchasers for any commission, fee or other compensation
as  a  finder or broker in connection with the transactions contemplated by this
Agreement.

     3.14     Compliance  with  Environmental  Laws.  Except as disclosed in the
              -------------------------------------
SEC Documents, the Company is not in violation of any applicable statute, law or
regulation  relating  to the environment or occupational health and safety which
would,  individually  or in the aggregate, have a material adverse effect on the
assets,  properties,  financial  condition  or  business  of the Company and its
subsidiaries considered as a whole, and, to the best of the Company's knowledge,
no  material  expenditures  are  or will be required in order to comply with any
such  existing  statute,  law  or  regulation.  To  the  best  of  the Company's
knowledge,  the Company does not have any material liability to any governmental
authority  or other third party arising under or as a result of any such past or
existing  statute,  law  or  regulation.

     3.15     No  Implied Representations.  All of the Company's representations
              ---------------------------
and  warranties  are contained in this Agreement and no other representations or
warranties  by  the  Company  shall  be  implied.

     3.16     Contracts.  The  contracts  so  described  in the SEC Documents or
              ---------
incorporated  by  reference  therein  are  in  full force and effect on the date
hereof,  except  for  contracts  the  termination  or expiration of which would,
individually  or  in  the  aggregate,  not have a material adverse effect on the
business, properties or assets of the Company and its subsidiaries considered as
a  whole,  and  neither  the  Company  nor  any  of its subsidiaries, nor to the
Company's  knowledge,  any  other  party is in breach of or default under any of
such  contracts.

     3.17     Properties.  The  Company has good and marketable title to all the
              ----------
properties and assets reflected as owned in the financial statements included in
the  SEC  Documents, subject to no lien, mortgage, pledge, charge or encumbrance
of any kind except (i) those, if any, reflected in such financial statements, or
(ii)  those which are not material in amount and do not adversely affect the use
made  and  promised  to  be  made  of  such  property  by  the-  Company and its
subsidiaries.  The  Company  and  any  applicable  subsidiary  holds  its leased
properties  under  valid  and  binding  leases,  with such exceptions as are not
materially  significant  in  relation  to  the  business  of the Company and the
subsidiaries  considered  as

                                        4
<PAGE>
a  whole.  Except  as disclosed in the SEC Documents, the Company owns or leases
all  such  properties  as are necessary to its operations as now conducted or as
proposed  to  be  conducted.

     3.18     Compliance.  The  Company  has not been advised, and has no reason
              ----------
to believe, that either it or any of its subsidiaries is not conducting business
in  compliance  with  all  applicable  laws,  rules  and  regulations  of  the
jurisdictions  in which it is conducting business; except where failure to be so
in  compliance would not materially adversely affect the condition (financial or
otherwise),  business, results of operations or prospects of the Company and its
subsidiaries  considered  as  a  whole.

     3.19     Taxes.  The  Company and its subsidiaries have filed all necessary
              -----
federal,  state  and  foreign  income and franchise tax returns and have paid or
accrued  all taxes shown as due thereon, and the Company has no knowledge of any
tax  deficiency  which  has  been or might be asserted or threatened against the
Company  or  its  subsidiaries which could have a material adverse effect on the
business,  operations  or  properties  of  the  Company  and  its  subsidiaries
considered  as  a  whole.

     3.20     Transfer  Taxes.  On the Closing Date, all stock transfer or other
              ---------------
taxes (other than income taxes) which are required to be paid in connection with
the  sale and transfer of the Shares to be sold to the Purchasers hereunder will
be,  or  will  have been, fully paid or provided for by the Company and all laws
imposing  such  taxes  will  be  or  will  have  been  complied  with  fully.

     3.21     Investment  Company.  The  Company  is not an "investment company"
              -------------------
within  the  meaning  of  the  Investment  Company  Act  of  1940,  as  amended.

     3.22     Insurance.  Each  of  the  Company  and its subsidiaries maintains
              ---------
insurance  of  the  types  and  in the amounts generally deemed adequate for its
business,  including,  but  not  limited  to,  insurance  covering  all real and
personal  property  owned  or leased by the Company and its subsidiaries against
theft,  damage,  destruction,  acts of vandalism and all other risks customarily
insured  against,  all  of  which  insurance  is  in  full  force  and  effect.

     3.23     Contributions.  Neither  the  Company  nor any of its subsidiaries
              -------------
has, directly or indirectly, at any time during the last five years (i) made any
unlawful  contribution to any candidate for public office, or failed to disclose
fully  any  contribution  in  violation  of law, or (ii) made any payment to any
federal  or state governmental officer or official, or other person charged with
similar public or quasi-public duties, other than payments required or permitted
by  the  laws  of  the  United  States  or  any  jurisdiction  thereof.

     3.24     Nasdaq  Listing.  The  Company's  Common  Stock  is  listed on the
              ---------------
Nasdaq  National  Market.

     3.25     Preferred  Share  Purchase  Right.  The  consummation  of  the
              ---------------------------------
transactions  contemplated  by this Agreement will not cause the preferred stock
purchase  right  made  as  a dividend to the Company's stockholders on April 24,
1997,  or any similar arrangement or right, to become exercisable by the holders
of  such  rights  or  in  any  way  effect  the  exercisability  of such rights.


                                        5
<PAGE>
                                   Section 4.

           Representations, Warranties and Covenants of the Purchasers
           -----------------------------------------------------------

     Each  Purchaser,  severally  and  for  itself  only,  hereby represents and
warrants  to  the  Company  as  follows:

     4.1     Authorization.  (i)  The  Purchaser  has  all  requisite  legal and
             -------------
corporate  or  other power and capacity and has taken all requisite corporate or
other action to execute and deliver this Agreement, to purchase the Shares to be
purchased  by  it and to carry out and perform all of its obligations under this
Agreement;  and  (ii)  this  Agreement  constitutes the legal, valid and binding
obligation  of  the  Purchaser, enforceable in accordance with its terms, except
(a)  as limited by applicable bankruptcy, insolvency, reorganization, or similar
laws relating to or affecting the enforcement of creditors' rights generally and
(b)  as  limited  by  equitable  principles  generally.

     4.2     Investment  Experience.  The  Purchaser is an "accredited investor"
             ----------------------
as  defined  in Rule 501 (a) under the Securities Act. The Purchaser is aware of
the Company's business affairs and financial condition and has had access to and
has  acquired  sufficient information about the Company to reach an informed and
knowledgeable  decision  to  acquire the Shares. The Purchaser has such business
and  financial  experience as is required to give it the capacity to protect its
own  interests  in  connection  with  the  purchase  of  the  Shares.

     4.3     Investment  Intent.  The Purchaser is purchasing the Shares for its
             ------------------
own  account  as principal, for investment purposes only, and not with a present
view  to, or for, resale, distribution or fractionalization thereof, in whole or
in  part,  within  the  meaning of the Securities Act. The Purchaser understands
that  its acquisition of the Shares has not been registered under the Securities
Act  or  registered  or  qualified under any state securities law in reliance on
specific  exemptions  therefrom,  which  exemptions may depend upon, among other
things,  the  bona fide nature of the Purchaser's investment intent as expressed
herein.  The  Purchaser  has  completed  or caused to be completed the Purchaser
Questionnaire  attached  hereto  as  Appendix  I  for  use in preparation of the
                                     -----------
Registration  Statement  (as  defined below), and the responses provided therein
shall be true and correct as of the Closing Date and will be true and correct as
of  the  effective  date  of the Registration Statement. The Purchaser will not,
directly  or  indirectly,  offer, sell, pledge, transfer or otherwise dispose of
(or  solicit  any  offers to buy, purchase or otherwise acquire or take a pledge
of)  any  of  the  Shares, except in compliance with the Securities Act, and the
rules  and  regulations  promulgated  thereunder.

     4.4     Registration  or  Exemption  Requirements.  The  Purchaser  further
             -----------------------------------------
acknowledges  and  understands  that  the  Shares may not be resold or otherwise
transferred  except  in  a  transaction  registered  under the Securities Act or
unless  an  exemption  from  such  registration  is  available.  The  Purchaser
understands that the certificate(s) evidencing the Shares will be imprinted with
a  legend  in  substantially  the  form  set  forth  in  Section  8.2.

     4.5     Restriction  on Short Sales.  The Purchaser represents and warrants
             ---------------------------
to  and  covenants  with the Company that the Purchaser has not engaged and will
not  engage  in  any  short  sales  of  the  Company's Common Stock prior to the
effectiveness  of the Registration Statement, except to the extent that any such
short  sale  is  fully covered by shares of Common Stock of the Company owned by
such  Purchaser  other  than  the  Shares.

     4.6     No  Current  Ownership.  Immediately  following  the  Closing  the
             ----------------------
Purchasers  shall  not  beneficially  own  (within  the  meaning  of  Rule 13d-3
promulgated  under the Exchange Act) any shares of capital stock of the Company,
other  than  the Shares acquired pursuant to and in accordance with the terms of
this  Agreement.


                                        6
<PAGE>
                                   Section 5.

                       Conditions to Closing of Purchasers
                       -----------------------------------

     The  obligation  of each Purchaser to purchase the Shares at the Closing is
subject  to  the fulfillment as of the Closing Date of the following conditions.

     5.1     Representations and Warranties.  The representations and warranties
             ------------------------------
made  by  the  Company  in  Section  3  hereof  shall be true and correct in all
material  respects  when  made,  and  shall  be true and correct in all material
respects  on the Closing Date with the same force and effect as if they had been
made  on  and  as  of  said  date.

     5.2     Covenants.  All  covenants,  agreements and conditions contained in
             ---------
this  Agreement  to  be performed by the Company on or prior to the Closing Date
shall  have  been  performed  or  complied  with  in  all  material  respects.

     5.3     Compliance  Certificate.  The  President or Chief Financial Officer
             -----------------------
of the Company shall have delivered to the Purchasers a certificate, dated as of
the  Closing  Date, certifying that the conditions specified in Sections 5.1 and
5.2  have  been fulfilled and stating that since June 30, 2000, there shall have
been no material adverse change in the assets, liabilities, financial condition,
business  or  operations  of  the  Company  from that reflected in the Financial
Statements  except  changes  in  the  ordinary course of business which have not
been,  either  individually  or  in  the  aggregate,  materially  adverse.

     5.4     Legal  Opinion  of Company Counsel.  Reinhart, Boerner, Van Deuren,
             ----------------------------------
Norris  & Rieselbach, S.C., counsel to the Company, shall have delivered a legal
opinion,  addressed  to the Purchaser, in the form attached as Exhibit B hereto.

     5.5     Closing  Date.  The  Closing  shall  have  occurred  on or prior to
             -------------
November  18,  2000.

     5.6     Secretary's  Certificate.  The  Secretary of the Company shall have
             ------------------------
delivered  to  the  Purchasers  a  certificate,  dated  as  of the Closing Date,
certifying  as  to (i) the authenticity and continuing validity of the Company's
Certificate  of  Incorporation  and  Bylaws;  (ii)  the  authenticity  of  the
resolutions  authorizing  the transactions contemplated by this Agreement; (iii)
the  legal  existence  and  good standing of the Company in Delaware and in each
other jurisdiction in which its failure to be qualified as a foreign corporation
would  have  a material adverse effect on the financial condition or business of
the  Company and its subsidiaries considered as a whole; and (iv) the incumbency
of  the  officers  of  the  Company.

     5.7     Board  Composition.  Immediately prior to the Closing, the Board of
             ------------------
Directors  of  the  Company  shall consist of four directors, with the following
persons being duly elected as directors: Karsten Houm (Chairman), Emil H. Soika,
Milton  Datsopoulos, and N.C. Joseph Lai.  As of Closing, the Board of Directors
of the Company shall be expanded to five directors, with Jeffrey T. Barnes being
elected  to  fill  the  vacancy.

                                   Section 6.

                        Conditions to Closing of Company
                        --------------------------------

The  Company's  obligation  to  sell  and  issue  the Shares at the Closing to a
Purchaser  is  subject to the fulfillment or waiver of the following conditions:


                                        7
<PAGE>
     6.1     Representations and Warranties.  The representations and warranties
             ------------------------------
made  by  such  Purchaser  in  Section 4 hereof shall be true and correct in all
material  respects  when  made,  and  shall  be true and correct in all material
respects  on the Closing Date with the same force and effect as if they had been
made  on  and  as  of  such  date.

     6.2     Covenants.  All  covenants,  agreements and conditions contained in
             ---------
this Agreement to be performed by such Purchaser on or prior to the Closing Date
shall  have  been  performed  or  complied  with  in  all  material  respects.

     6.3     Payment  of Purchase Price.  The Purchasers shall have tendered the
             --------------------------
Purchase  Price  at  the  Closing.

                                   Section 7.

                      Affirmative Covenants of the Company
                      ------------------------------------

     The  Company  hereby  covenants  and  agrees  as  follows:

     7.1     Registration  Requirements.
             --------------------------

          (a)     The Company shall, subject to receipt of necessary information
from  the  Purchasers,  prepare  and  file a registration statement with the SEC
under  the  Securities  Act as soon as reasonably practicable after the Closing,
but  in  any  event within 45 days of the Closing, to register the resale of the
Shares  by  the Purchasers, and the Company shall use its best efforts to secure
the  effectiveness  of  such  registration  statement  as  soon  as  reasonably
practicable  thereafter.  For purposes hereof, the term "Registration Statement"
shall  refer  to  any  and  all registration statements filed for the purpose of
registering the Shares, including any prospectus(es) constituting a part thereof
and  together  with  any  amendments  and  supplements  thereto.

          (b)     The  Company  shall  pay all Registration Expenses (as defined
below)  in  connection  with  any  registration,  qualification  or  compliance
hereunder,  and  the Purchaser shall pay all Selling Expenses (as defined below)
and  other  expenses  that  are not Registration Expenses relating to the Shares
resold  by  the  Purchasers.  "Registration  Expenses"  shall mean all expenses,
except  for  Selling  Expenses,  incurred  by  the Company in complying with the
registration  provisions  herein  described,  including, without limitation, all
registration,  qualification  and  filing  fees, printing expenses, escrow fees,
fees  and  disbursements  of counsel for the Company, blue sky fees and expenses
and  the  expense  of  any  special  audits  incident to or required by any such
registration.  "Selling  Expenses"  shall  mean  all  selling  commissions,
underwriting  fees  and  stock transfer taxes, if any, applicable to the Shares.

          (c)     In  the  case  of  the  registration  effected  by the Company
pursuant to these registration provisions, the Company will use its best efforts
to:  (i)  keep  such  registration effective until the earlier of (A) the fourth
anniversary  of  the  Closing Date, (B) such date as all of the Shares have been
resold  or (C) such time as all of the Shares held by the Purchasers can be sold
within  a  given  three-month  period  without  compliance with the registration
requirements  of the Securities Act pursuant to Rule 144(k) (or any similar rule
then  in  effect);  (ii)  prepare  and  file  with  the  SEC such amendments and
post-effective  amendments  to the Registration Statement as may be necessary to
keep the Registration Statement effective for the applicable period specified in
this  Section  7.1(c);  (iii) cause the related prospectus to be supplemented by
any  required prospectus supplement, and as so supplemented to be filed pursuant
to  Rule 424 (or any similar provisions then in force) under the Securities Act;
(iv)  comply  with  the  provisions  of  the  Securities Act with respect to the
disposition  of  all securities covered by the Registration Statement during the
applicable  period  in  accordance  with  the  intended  methods  of

                                        8
<PAGE>
disposition by the sellers thereof set forth in the Registration Statement as so
amended  or  such  prospectus  as  so  supplemented;  (v) furnish such number of
prospectuses and other documents incident thereto, including any amendment of or
supplement  to  the  prospectus, as a Purchaser from time to time may reasonably
request,  and  the Company hereby consents to the use of such prospectus or each
amendment  and  supplement  thereto by each of the selling holders of the Shares
and  the  underwriters,  if any, in connection with the offering and sale of the
Shares  covered  by such prospectus or any amendment or supplement thereto; (vi)
cause  the  Shares  to  be listed on each securities exchange and quoted on each
quotation  service  on  which  similar securities issued by the Company are then
listed  or  quoted  and  maintain  the  listing  of  the Shares; (vii) provide a
transfer  agent  and  registrar  for  all  the Shares registered pursuant to the
Registration  Statement and a CUSIP number for all such Shares; (viii) otherwise
use  its best efforts to comply with all applicable rules and regulations of the
SEC;  and  (ix) file the documents required of the Company and otherwise use its
best  efforts  to maintain requisite blue sky clearance in (A) all jurisdictions
in  which  any  of  the  Shares  are  originally  sold  and (B) all other states
specified  in  writing  by a Purchaser, provided as to clause (B), however, that
the  Company  shall  not  be  required  to  qualify to do business or consent to
service  of  process in any state in which it is not now so qualified or has not
so  consented.

          (d)     The  Company  shall  furnish  to each Purchaser upon request a
reasonable  number  of  copies  of  a  supplement  to  or  an  amendment of such
prospectus  as  may be necessary in order to facilitate the public sale or other
disposition  of  all  or  any  of  the  Shares  held  by  such  Purchaser.

          (e)     With a view to making available to the Purchasers the benefits
of Rule 144 promulgated under the Securities Act ("Rule 144") and any other rule
or  regulation  of  the  SEC that may at any time permit a Purchaser to sell the
Shares  to the public without registration or pursuant to a registration on Form
S-3,  the  Company covenants and agrees to: (i) make and keep public information
available,  as  those  terms  are  understood and defined in Rule 144, until the
earlier  of (A) the fourth anniversary of the effective date of the Registration
Statement, (B) such date as all of the Shares shall have been resold or (C) such
time  as  all  of  the  Shares held by the Purchasers can be sold within a given
three-month  period without compliance with the registration requirements of the
Securities  Act  pursuant  to  Rule 144(k) (or any similar rule then in effect);
(ii)  file  with  the  SEC  in  a  timely manner all reports and other documents
required  of  the  Company  under the Securities Act and Exchange Act; and (iii)
furnish  to  each  Purchaser  upon  request,  as long as such Purchaser owns any
Shares,  (A)  a  written  statement by the Company that it has complied with the
reporting requirements of the Securities Act and the Exchange Act, (B) a copy of
the  most  recent  annual or quarterly report of the Company, and (C) such other
information  as may be reasonably requested in order to avail a Purchaser of any
rule  or  regulation  of  the  SEC  that  permits the selling of any such Shares
without  registration  or  pursuant  to  such  Form  S-3.

          (f)     The Company shall notify each Purchaser, if such Purchaser has
registered  Shares  in  a  Registration  Statement  which remain unsold, and (if
requested  by  such  Purchaser)  confirm  such  notice  in  writing,  (i) when a
prospectus  or  any  prospectus  supplement or post-effective amendment has been
filed,  and,  with  respect  to the Registration Statement or any post-effective
amendment, when the same has become effective, (ii) of any request by the SEC or
any  other  federal  or  state  governmental  authority  during  the  period  of
effectiveness of the Registration Statement for amendments or supplements to the
Registration  Statement  or  related  prospectus  or  for additional information
relating  to the Registration Statement, (iii) of the issuance by the SEC or any
other  federal  or state governmental authority of any stop order suspending the
effectiveness of the Registration Statement or the initiation of any proceedings
for  that  purpose,  (iv) of the receipt by the Company of any notification with
respect  to  the suspension of the qualification or exemption from qualification
of  any  of  the  Shares  for  sale  in  any  jurisdiction  or the initiation or
threatening  of  any  proceeding  for  such purpose, (v) of the happening of any
event  which  makes  any statement made in the Registration Statement or related
prospectus  or any document incorporated or deemed to be incorporated therein by
reference  untrue  in  any  material  respect

                                        9
<PAGE>
or  which  requires  the  making of any changes in the Registration Statement or
prospectus  so  that,  in  the  case  of the Registration Statement, it will not
contain  any  untrue  statement of a material fact or omit to state any material
fact  required  to be stated therein or necessary to make the statements therein
not  misleading, and that in the case of the prospectus, it will not contain any
untrue  statement  of a material fact or omit to state any material fact or omit
to  state  any  material fact required to be stated therein or necessary to make
the  statements therein, in the light of the circumstances under which they were
made,  not misleading, and (vi) of the Company's reasonable determination that a
post-effective  amendment  to  the  Registration Statement would be appropriate.

          (g)     The  Company may, upon written notice to the Purchasers of (i)
the  happening  of  any  event  of  the  kind  described  in Section 7.1(f)(ii),
7.1(f)(iii),  7.1(f)(iv),  7.1(f)(v)  or  7.1(f)(vi) hereof or (ii) that, in the
judgment  of the Company's Board of Directors, it is advisable to suspend use of
the  prospectus  for  a  discrete  period  of  time  due  to  pending  corporate
developments,  public  filings  with  the  SEC  or  similar  events, discontinue
disposition  of Shares covered by the Registration Statement or prospectus until
copies  of the supplemented or amended prospectus contemplated by Section 7.1(i)
hereof are distributed to the Purchasers, or until the Purchasers are advised in
writing by the Company that the use of the applicable prospectus may be resumed,
and  the  Purchasers  have  received  copies  of  any additional or supplemental
filings  that  are  incorporated  or  deemed  incorporated  by reference in such
prospectus.  The  Company  shall not suspend use of a prospectus or Registration
Statement  under  this  Section 7.1 (g) for more than 45 days at a time and more
than  twice  in any 12-month period. Any period for which use of a prospectus or
Registration Statement is suspended under this Section 7.1 (g) shall be added to
the time for which the Company is required to maintain the effectiveness of such
Registration  Statement,  including  the prospectus constituting a part thereof,
under  Section  7.1(c).

          (h)     The  Company  shall  use every reasonable effort to obtain the
withdrawal  of  any  order  suspending  the  effectiveness  of  the Registration
Statement,  or  the lifting of any suspension of the qualification (or exemption
from  qualification)  of  any of the Shares for sale in any jurisdiction, at the
earliest  possible  moment.

          (i)     The  Company  shall,  upon  the  occurrence  of  any  event
contemplated  by  Section 7.1(f)(v) or 7.1(f)(vi) above, prepare a supplement or
post-effective  amendment  to  the Registration Statement or a supplement to the
related prospectus or any document incorporated therein by reference or file any
other  required  document  so that, as thereafter delivered to the purchasers of
the  Shares  being  sold  thereunder, such prospectus will not contain an untrue
statement  of  a  material  fact or omit to state a material fact required to be
stated  therein  or  necessary  to  make the statements therein, in light of the
circumstances  under  which  they  were  made,  not  misleading.

     7.2     Indemnification  and  Contribution.
             ----------------------------------

          (a)     The  Company  agrees  to  indemnify  and  hold  harmless  the
Purchasers  from  and  against  any  losses,  claims, damages or liabilities (or
actions  or  proceedings  in respect thereof) to which the Purchasers may become
subject  (under the Securities Act or otherwise) insofar as such losses, claims,
damages  or liabilities (or actions or proceedings in respect thereof) arise out
of,  or  are based upon, any untrue statement or alleged untrue statement of any
material  fact  contained  in  the  Registration  Statement  or  any  prospectus
(preliminary  or final), as amended on the applicable date thereof, or arise out
of  or  are  based  upon  the  omission  or  alleged omission to state therein a
material  fact required to be stated therein or necessary to make the statements
therein  not  misleading,  or arise out of any failure by the Company to fulfill
any  undertaking  included  in  the  Registration  Statement  or  any prospectus
(preliminary  or  final),  as  amended  on  the applicable date thereof, and the
Company  will,  as  incurred,  reimburse  the  Purchasers for any legal or other
expenses  reasonably incurred in investigating, defending or preparing to defend
any  such action, proceeding or claim; provided, however, that the Company shall
not  be  liable  in  any  such

                                       10
<PAGE>
case  to the extent that such loss, claim, damage or liability arises out of, or
is  based  upon (i) an untrue statement or an omission made in such Registration
Statement  in reliance upon and in conformity with written information furnished
to  the  Company  by  or  on  behalf  of  such Purchaser specifically for use in
preparation  of  the Registration Statement, or (ii) any untrue statement or the
omission  of  a  material  fact  in  any  prospectus  that  is  corrected in any
subsequent  prospectus  that was delivered to a Purchaser prior to the pertinent
sale  or  sales  by  such  Purchaser.

          (b)     Each Purchaser, severally and not jointly, agrees to indemnify
and  hold  harmless  the Company from and against any losses, claims, damages or
liabilities  (or actions or proceedings in respect thereof) to which the Company
may  become  subject  (under  the  Securities  Act or otherwise) insofar as such
losses,  claims,  damages  or  liabilities (or actions or proceedings in respect
thereof)  arise  out of, or are based upon (i) an untrue statement or an alleged
untrue  statement  of a material fact made in such Registration Statement or the
omission  or  alleged  omission  to state therein a material fact required to be
stated  therein  or  necessary to make the statements therein not misleading, in
reliance  upon  and  in  conformity  with  written  information furnished to the
Company by or on behalf of such Purchaser specifically for use in preparation of
the  Registration  Statement,  provided,  however, that a Purchaser shall not be
liable  in any such case for any untrue statement or alleged untrue statement or
the  omission  or  alleged omission that has been corrected, in writing, by such
Purchaser,  delivered  to  the  Company  before  the  sale  from which such loss
occurred,  or  (ii)  any  untrue  statement  or  alleged untrue statement or the
omission  or  alleged  omission  in  any  prospectus  that  is  corrected in any
subsequent  prospectus  that was delivered to a Purchaser prior to the pertinent
sale  or sales by such Purchaser, and such Purchaser, severally and not jointly,
will,  as  incurred,  reimburse  the  Company  for  ally legal or other expenses
reasonably  incurred in investigating, defending or preparing to defend any such
action,  proceeding  or  claim;  provided,  however,  that  each  Purchaser's
indemnification  obligation  shall  be limited to the net proceeds received from
its  sale  of  the  Shares.

          (c)     Promptly  after  receipt by any indemnified person of a notice
of a claim or the beginning of any action in respect of which indemnity is to be
sought  against  an  indemnifying  person  pursuant  to  this  Section 7.2, such
indemnified person shall notify the indemnifying person in writing of such claim
or  of  the  commencement  of  such  action,  and,  subject  to  the  provisions
hereinafter  stated,  in  case  any  such  action  shall  be  brought against an
indemnified person and the indemnifying person shall have been notified thereof,
the  indemnifying  person  shall be entitled to participate therein, and, to the
extent  that  it  shall  wish,  to  assume  the  defense  thereof,  with counsel
reasonably  satisfactory  to  the  indemnified  person.  After  notice  from the
indemnifying  person  to  such  indemnified  person of the indemnifying person's
election  to  assume  the  defense thereof, the indemnifying person shall not be
liable  to  such indemnified person for any legal expenses subsequently incurred
by  such  indemnified  person  in connection with the defense thereof; provided,
however,  that  if there exists or shall exist a conflict of interest that would
make  it  inappropriate in the reasonable judgment of the indemnified person for
the  same counsel to represent both the indemnified person and such indemnifying
person  or  any  affiliate or associate thereof, the indemnified person shall be
entitled  to  retain its own counsel at the expense of such indemnifying person.

          (d)     If  the  indemnification  provided  for in this Section 7.2 is
unavailable  to  or  insufficient  to  hold  harmless an indemnified party under
subsection  (a)  or  (b)  above  in  respect  of  any losses, claims, damages or
liabilities  (or actions or proceedings in respect thereof) referred to therein,
then  each  indemnifying party shall contribute to the amount paid or payable by
such  indemnified  party  as  the  result  of  such  losses,  claims, damages or
liabilities (or actions in respect thereof) in such proportion as is appropriate
to  reflect the relative fault of the Company on the one hand and the Purchasers
on  the  other  in connection with the statements or omissions which resulted in
such  losses, claims, damages or liabilities (or actions in respect thereof), as
well as any other relevant equitable considerations. The relative fault shall be
determined  by  reference  to, among other things, whether the untrue or alleged
untrue  statement  of

                                       11
<PAGE>
a  material  fact  or  the omission or alleged omission to state a material fact
relates to information supplied by the Company on the one hand or a Purchaser on
the other and the parties' relative intent, knowledge, access to information and
opportunity  to  correct  or prevent such statement or omission. The Company and
the  Purchasers  agree  that  it would not be just and equitable if contribution
pursuant to this subsection (d) were determined by pro rata allocation or by any
other  method  of  allocation  which  does  not  take  account  of the equitable
considerations  referred  to  above  in  this subsection (d). The amount paid or
payable  by  an indemnified party as a result of the losses, claims, damages, or
liabilities (or actions in respect thereof) referred to above in this subsection
(d)  shall  be deemed to include any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such
action  or  claim.  Notwithstanding  the  provisions  of  this subsection (d), a
Purchaser shall not be required to contribute any amount in excess of the amount
by  which  the net amount received by such Purchaser from the sale of the Shares
to  which  such  loss  relates  exceeds  the  amount  of  any damages which such
Purchaser has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation  (within  the meaning of Section 11 (f) of the Securities Act)
shall  be  entitled  to  contribution from any person who was not guilty of such
fraudulent  misrepresentation.  Each  Purchaser's obligations in this subsection
(d)  to  contribute is several in proportion to its sale of Shares to which such
loss  relates  and  not  joint.

     (e)     The  obligations  of  the  Company  and  the  Purchasers under this
Section  7.2  shall  be  in  addition to any liability which the Company and the
Purchasers  may  otherwise  have  and  shall  extend,  upon  the  same terms and
conditions,  to directors, officers, employees and agents of the Company and the
Purchasers and to each person, if any, who controls the Company or any Purchaser
within  the  meaning  of  the  Act.

                                   Section 8.

    Restrictions on Transferability of Shares; Compliance with Securities Act
    -------------------------------------------------------------------------

     8.1     Restrictions  on  Transferability.  The  Shares  shall  not  be
             ---------------------------------
transferable  in  the  absence  of a registration under the Securities Act or an
exemption  therefrom  or  in  the  absence  of  compliance with any term of this
Agreement.

     8.2     Restrictive Legend.  Each certificate representing the Shares shall
             ------------------
bear  substantially  the  following legends (in addition to any legends required
under  applicable  securities  laws):

THE  SECURITIES  REPRESENTED  HEREBY  HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES
ONLY  AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR  ANY  STATE  SECURITIES LAW. THE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN
THE  ABSENCE  OF  SUCH  REGISTRATION  OR  AN  OPINION  OF  COUNSEL  REASONABLY
SATISFACTORY  TO  THE COMPANY IS OBTAINED TO THE EFECT THAT SUCH REGISTRATION IS
NOT  REQUIRED.

ADDITIONALLY,  THE  TRANSFER  OF THE SECURITIES REPRESENTED HEREBY IS SUBJECT TO
CERTAIN  RESTRICTIONS SPECIFIED IN THE PURCHASE AGREEMENT DATED OCTOBER 17, 2000
BETWEEN  THE  COMPANY  AND  THE  ORIGINAL  PURCHASER,  AND  NO  TRANSFER  OF THE
SECURITIES SHALL BE VALID OR EFFECTIVE ABSENT COMPLIANCE WITH SUCH RESTRICTIONS.
ALL  SUBSEQUENT  HOLDERS  OF  THESE  SECURITIES  WILL HAVE AGREED TO BE BOUND BY
CERTAIN  OF  THE TERMS OF THE AGREEMENT, INCLUDING SECTIONS 7.1 AND 8.3 THEREOF.
COPIES  OF  THE

                                       12
<PAGE>
PURCHASE  AGREEMENT  MAY  BE  OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE
REGISTERED  HOLDER  OF  THIS  CERTIFICATE  TO  THE  SECRETARY  OF  THE  COMPANY.

     8.3     Transfer  of  Shares  After  Registration.  Each  Purchaser  hereby
             -----------------------------------------
covenants  with the Company not to make any sale of the Shares except either (i)
in  accordance  with  the  Registration  Statement, in which case such Purchaser
covenants  to comply with the requirement of delivering a current prospectus, or
(ii)  in  accordance  with Rule 144, in which case Purchaser covenants to comply
with  Rule  144,  or  (iii)  in  accordance  with  another  exemption  from  the
registration requirements of the Securities Act. The legend set forth in Section
8.2  will be removed from a certificate representing the Shares following and in
connection  with  any  sale  of  the  Shares  pursuant to subsection (i) or (ii)
hereof,  but  not  in  connection with any sale of Shares pursuant to subsection
(iii)  hereof, and also will be removed at such time that the Shares may be sold
under  Rule  144  without  restriction  as  to  volume  and  manner  of  sale.

     8.4     Purchaser  Information.  Each  Purchaser  covenants  that  it  will
             ----------------------
promptly  notify  the Company of any changes in the information set forth in the
Registration  Statement  regarding  such  Purchaser,  under the heading "Selling
Security  Holders"  or  elsewhere,  or  such Purchaser's "Plan of Distribution."

                                   Section 9.

                                  Miscellaneous
                                  -------------

     9.1     Waivers  and Amendments.  Neither this Agreement nor any provisions
             -----------------------
hereof  shall be waived, modified, changed or discharged or terminated except by
an  instrument  in  writing  signed  by  the  party  against  whom  any  waiver,
modification,  change,  discharge  or  termination  is  sought.

     9.2     Broker's  Fee.  Each  of the parties hereto hereby represents that,
             -------------
on  the basis of any actions and agreements by it, there are no other brokers or
finders  entitled  to  compensation in connection with the sale of the Shares to
the  Purchasers.

     9.3     Governing Law.  This Agreement shall be governed in all respects by
             -------------
and  construed  in accordance with the laws of the State of Delaware without any
regard  to  conflicts  of  laws  principles.

     9.4     Survival.  The  representations,  warranties,  covenants  and
             --------
agreements  made  in  this Agreement shall survive any investigation made by the
Company  or  the  Purchasers  and  the  Closing.

     9.5     Successors  and  Assigns.  The provisions hereof shall inure to the
             ------------------------
benefit  of,  and be binding upon, the successors, assigns, heirs, executors and
administrators  of  the  parties  to  this  Agreement.

     9.6     Entire  Agreement.  This  Agreement,  including  all  exhibits,
             -----------------
schedules  and  appendices  hereto constitutes the full and entire understanding
and  agreement  between  the  parties  with  regard  to  the subjects hereof and
thereof.

     9.7     Notices,  etc.  All  notices  and  other communications required or
             -------------
permitted  under  this Agreement shall be effective upon receipt and shall be in
writing  and may be delivered in person, by telecopy, overnight delivery service
or  registered  or certified United States mail, addressed to the Company or the
Purchaser,  as  the  case may be, at their respective addresses set forth at the
beginning  of  this  Agreement  or on Exhibit A, or at such other address as the
Company or the Purchaser shall have furnished to the other party in writing. All
notices  and  other communications shall be effective upon the earlier of actual
receipt  thereof  by the person to whom notice is directed or (i) in the case of
notices  and

                                       13
<PAGE>
communications  sent  by  personal  delivery or telecopy, one business day after
such  notice  or  communication  arrives  at  the  applicable  address  or  was
successfully sent to the applicable telecopy number, (ii) in the case of notices
and  communications  sent by overnight delivery service, at noon (local time) on
the second business day following the day such notice or communication was sent,
and  (iii) in the case of notices and communications sent by United States mail,
seven  days  after such notice or communication shall have been deposited in the
United  States  mail.

     9.8     Severability of this Agreement.  If any provision of this Agreement
             ------------------------------
shall  be  judicially  determined  to  be invalid, illegal or unenforceable, the
validity,  legality  and enforceability of the remaining provisions shall not in
any  way  be  affected  or  impaired  thereby.

     9.9     Counterparts.  This  Agreement  may  be  executed  in any number of
             ------------
counterparts,  each  of  which  shall  be an original, but all of which together
shall  constitute  one  instrument.

     9.10     Further  Assurances.  Each  party  to  this Agreement shall do and
              -------------------
perform  or  cause to be done and performed all such further acts and things and
shall  execute  and deliver all such other agreements, certificates, instruments
and documents as the other party hereto may reasonably request in order to carry
out  the  intent  and  accomplish  the  purposes  of  this  Agreement  and  the
consummation  of  the  transactions  contemplated  hereby.

     9.11     Expenses.  The  Company  and each the Purchaser shall bear its own
              --------
expenses  incurred  on  its  behalf  with  respect  to  this  Agreement  and the
transactions  contemplated  hereby.

     9.12     Currency.  All  references  to  "dollars" or "$" in this Agreement
              --------
shall  be  deemed  to  refer  to  United  States  dollars.

                  (Remainder of page intentionally left blank)

                                       14
<PAGE>
The  foregoing  agreement is hereby executed as of the date first above written.

                                  "COMPANY"

                                  CRITICARE SYSTEMS, INC. a Delaware corporation

                                  By:  /s/  Emil  H.  Soika
                                       --------------------
                                  President  and  CEO

                                  "PURCHASERS"

                                  OXFORD  BIOSCIENCE  PARTNERS  III  L.P.
                                  By:  OBP  Management  III  L.P.

                                  By:  /s/  Jeffrey  T.  Barnes
                                       ------------------------
                                  General  Partner


                                  OXFORD BIOSCIENCE PARTNERS (BERMUDA) III
                                  LIMITED PARTNERSHIP
                                  By:  OBP  Management  III  (Bermuda)  Limited
                                  Partnership

                                  By:  /s/  Jeffrey  T.  Barnes
                                       ------------------------
                                  General  partner


                                  mRNA  FUND  L.P.
                                  By:  mRNA  Partners  L.P.

                                  By:  /s/  Jonathan  J.  Fleming
                                       --------------------------
                                  General  Partner


                                       15
<PAGE>

                                    EXHIBIT A
                              SCHEDULE OF INVESTORS

<TABLE>
<CAPTION>

                                          NO. OF SHARES OF
NAME AND ADDRESS                            COMMON STOCK    PURCHASE PRICE
----------------------------------------  ----------------  ---------------
<S>                                       <C>               <C>
OXFORD BIOSCIENCE PARTNERS III L.P.
31 St. James Ave., Ste. 905
Boston, MA 02116 . . . . . . . . . . . .         1,547,529  $  3,481,940.25

OXFORD BIOSCIENCE PARTNERS (BERMUDA) III
LIMITED PARTNERSHIP
31 St. James Ave., Ste. 905
Boston, MA 02116 . . . . . . . . . . . .           220,555  $    496,248.75

MRNA FUND L.P.
31 St. James Ave., Ste. 905
Boston, MA 02116 . . . . . . . . . . . .            18,189  $     40,925.25
</TABLE>