**EXHIBIT
        10.17**
 
 AMENDMENT
        TO EMPLOYMENT AGREEMENT
 
 This
        Amendment to Em ployment
        Agreement is entered into as of September 28, 2006 between CRITICARE SYSTEMS,
        INC., a Delaware corporation (the "Company"), and DEBORAH A. ZANE (the
        "Employee").
 
 RECITALS
 
 A.  The
        Employee and the Company are parties to an Employment Agreement dated as
        of May
        12, 2000 (the "Original Agreement"). Terms
        used and not otherwise defined herein shall take the meanings given them
        in the
        Original Agreement.
 
 B.  The
        Employee and the Company desire to amend the Original Agreement in the manner
        set forth below with respect to the definition of Change in
        Control.
 
 AGREEMENTS
 
 In
        consideration of the foregoing and the mutual covenants and agreements contained
        herein and in the Original Agreement, and intending to be legally bound hereby,
        the Employee and the Company hereby agree as follows:
 
 1.  Amendment
        to the definition of Change in Control .
        The
        paragraph under Section 3(h) of the Original Agreement that begins with
        "The term "Change in Control" shall mean" is hereby amended to read in its
        entirety as follows:
 
 The
        term
        "Change in Control" shall mean:
 
 (a)  The
        acquisition by any individual, entity or group (within the meaning of Section
        13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
        "Exchange Act")) (a "Person") of beneficial ownership (within the meaning
        of
        Rule 13d 3 promulgated under the Exchange Act) of 50% or more of either (I)
        the
        then outstanding shares of common stock of the Company (the "Outstanding
        Company
        Common Stock") or (ii) the combined voting power of the then outstanding
        voting
        securities of the Company entitled to vote generally in the election of
        directors (the "Outstanding Company Voting Securities"); provided, however,
        that
        the following acquisitions shall not constitute a Change in Control: (I)
        any
        acquisition directly from the Company, (ii) any acquisition by the Company,
        or
        (iii) any acquisition by any employee benefit plan (or related trust) sponsored
        or maintained by the Company or any entity controlled by the Company;
        or
 
  
  (b)  Individuals
        who, as of the date hereof, constitute the Board of Directors of the Company
        (the "Incumbent Board") cease for any reason to constitute at least a majority
        of the Board of Directors of the Company; provided, however, that any individual
        becoming a director subsequent to the date hereof whose election, or nomination
        for election by the Company's stockholders, was approved by a vote of at
        least a
        majority of the directors then comprising the Incumbent Board shall be
        considered as though such individual were a member of the Incumbent Board,
        but
        excluding, for this purpose, any such individual whose initial assumption
        of
        office occurs as a result of an actual or threatened election contest with
        respect to the election or removal of directors or other actual or threatened
        solicitation of proxies or consents by or on behalf of a Person other than
        the
        Board of Directors; or
 
 (c)  The
        consummation of a reorganization, merger or consolidation (a "Business
        Combination"), in each case, unless, following such Business Combination,
        (i)
        all or substantially all of the individuals and entities who were the beneficial
        owners, respectively, of the Outstanding Company Common Stock or Outstanding
        Company Voting Securities immediately prior to such Business Combination
        beneficially own, directly or indirectly, more than a majority of, respectively,
        the then outstanding shares of common stock (or equivalent thereof) or the
        combined voting power of the then outstanding voting securities entitled
        to vote
        generally in the election of directors (or equivalent thereof), as the case
        may
        be, of the entity resulting from such Business Combination (including, without
        limitation, an entity which as a result of such transaction owns the Company
        through one or more subsidiaries) in substantially the same proportions as
        their
        ownership, immediately prior to such Business Combination of the Outstanding
        Company Common Stock or Outstanding Company Voting Securities, as the case
        may
        be, (ii) no Person (excluding any employee benefit plan (or related trust)
        of
        the Company or such entity resulting from such Business Combination)
        beneficially owns, directly or indirectly, 50% or more of, respectively,
        the
        then outstanding shares of common stock (or equivalent thereof) of the entity
        resulting from such Business Combination or the combined voting power of
        the
        then outstanding voting securities of such entity except to the extent that
        such
        ownership existed prior to the Business Combination and (iii) at least a
        majority of the members of the board of directors (or equivalent thereof)
        of the
        entity resulting from such Business Combination were members of the Incumbent
        Board at the time of the execution of the initial agreement, or of the action
        of
        the Board, providing for such Business Combination; or
 
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  (d)  The
        consummation of a sale or other disposition of all or substantially all of
        the
        assets of the Company, other than to an entity, with respect to which following
        such sale or other disposition, (i) more than a majority of, respectively,
        the
        then outstanding shares of common stock (or equivalent thereof) of such entity
        or the combined voting power of the then outstanding voting securities of
        such
        entity entitled to vote generally in the election of directors (or equivalent
        thereof) is then beneficially owned, directly or indirectly, by all or
        substantially all of the individuals and entities who were the beneficial
        owners, respectively, of the Outstanding Company Common Stock and outstanding
        Company Voting Securities immediately prior to such sale or other disposition
        in
        substantially the same proportion as their ownership, immediately prior to
        such
        sale or other disposition, of the Outstanding Company Common Stock or
        Outstanding Company Voting Securities, as the case may be, (ii) less than
        50%
        of, respectively, the then outstanding shares of common stock (or equivalent
        thereof) of such entity and the combined voting power of the then outstanding
        voting securities of such entity entitled to vote generally in the election
        of
        directors (or equivalent thereof) is then beneficially owned, directly or
        indirectly, by any Person (excluding any employee benefit plan (or related
        trust) of the Company or such entity), except to the extent that such Person
        owned 50% or more of the Outstanding Company Common Stock or Outstanding
        Company
        Voting Securities prior to the sale or disposition, as the case may be, and
        (iii) at least a majority of the members of the board of directors (or
        equivalent thereof) of such entity were members of the Incumbent Board at
        the
        time of the execution of the initial agreement, or of the action of the Board,
        providing for such sale or other disposition of assets of the Company or
        were
        elected, appointed or nominated by the Board.
 
 2.  All
        remaining provisions of the Original Agreement remain unchanged and in full
        force and effect.
 
 *[Remainder
        of page intentionally left blank. Signature page to follow.]*
  
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  IN
        WITNESS WHEREOF, the Employee and the Company have caused this Amendment
        to be
        duly executed as of the date first written above.
 
 
 CRITICARE
        SYSTEMS, INC.
 
  By: /s/
        Emil H.
        Soika
 Emil
        H. Soika, President and CEO
 
 
 
 EMPLOYEE:
 
  /s/
        Deborah A.
        Zane
 Deborah
        A. Zane
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