EMPLOYMENT AGREEMENT


     THIS  EMPLOYMENT AGREEMENT (the "Agreement") is made as of June 1, 1999, by
and between CRITICARE SYSTEMS, INC., a Delaware corporation (the "Company"), and
JOSEPH  M.  SIEKIERSKI  ("Employee").

                                    RECITALS

     A.     Employee  is  currently  employed  by  the  Company  as  its  Vice
President-Finance.

     B.     The  Company  desires  to  make  certain agreements with Employee in
order to induce Employee to remain in such employ and in exchange for Employee's
covenants  herein.

     C.     The  parties  desire  to evidence their agreement as to the terms of
the  Company's  employment  of  Employee.

                                    AGREEMENT

     In  consideration  of the foregoing recitals and mutual covenants contained
herein,  the  parties  hereby  agree  as  follows:

     1.     Employment.   The  Company  hereby  continues  its  employment  of
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Employee  as  the  Company's Vice President-Finance, and Employee hereby accepts
such  employment,  subject  to  the  provisions  of  this  Agreement.

     2.     Duties  and Authority.   Employee shall be employed as the Company's
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Vice  President-Finance.   Employee  shall have such duties and authority as are
customary  for  the  Vice  President-Finance of a publicly-held corporation with
similar  authority  as  the  Company's  Board of Directors may from time to time
reasonably  assign  Employee  consistent  with  the  foregoing  and  the  other
provisions  of  this  Agreement.   Employee agrees to devote his entire business
time,  energy  and  skills  to such employment.   However, it is understood that
Employee  shall  not  be required to devote more than an average of 50 hours per
calendar  week  to such employment.   At all times, Employee shall be subject to
the  direction  of  the  Company's  Board  of  Directors  and  its  President.

     3.     Compensation  and  Benefits.   Employee  shall  be  entitled  to the
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following  compensation  and  benefits  for  services  rendered  to the Company:

          (a)     Compensation.   Employee  shall  receive an annual base salary
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payable  in  equal  installments  not less frequently than monthly.   Employee's
base  salary  shall be reviewed annually within 30 days prior to the end of each
fiscal  year  (but such annual base salary shall not be reduced to less than the
prior  year's  annual  base  salary  without  Employee's  written  consent).

          (b)     Bonus  Plan.   Employee  shall  be eligible to receive a bonus
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annually,  based  on  Employee's and the Company's financial performance, in the
discretion  of  the  Board  of  Directors.

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          (c)     Expense Reimbursements.   The Company shall reimburse Employee
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for  actual out-of-pocket costs incurred for reasonable business expenses, other
than  automobile expenses (which are covered in Section 3(d)) in accordance with
the  policies  and  procedures  of  the  Company  in  effect from time to time).

          (d)     Automobile  Allowance.   Employee  shall receive a Company car
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or  car  allowance  subject to Company policies in effect from time to time with
respect  to  reimbursement  for  personal  use.

          (e)     Vacations.   Employee  shall  be entitled to paid vacations of
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not  more  than  four weeks each calendar year, which may be taken in Employee's
discretion;  provided,  however,  that  such  vacation  shall  not  unreasonably
interfere  with  the  Company's needs at such time.   Unused vacation time for a
calendar  year  shall  not  be  carried  over  from  one  year  to  the  next.

          (f)     Health  Insurance.   Employee  shall  be  entitled  to  family
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health  insurance  coverage  under the Company's group plan on a premium-sharing
basis  then  in  effect.

          (g)     Life  Insurance.   Subject to Employee's insurability Employee
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shall  be  entitled  to  Company-paid  split  dollar life insurance with a death
benefit  of  not  less  than  $250,000  less  the  Company's  premium  costs.

          (h)     Disability  Insurance.   Employee  shall  be  entitled  to
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participate  in  the  Company's group life insurance and disability insurance in
effect  from  time  to  time.

          (i)     Club  Membership.   Company  shall  provide  a  health  club
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membership  to  Employee or equivalent value toward membership in an alternative
club.

          (j)     Severance  Pay.
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               (i)     This  Agreement  may  be terminated by the Company at any
time  for  Cause  (hereinafter defined), and in such event Employee shall not be
entitled  to receive any further compensation.   For purposes of this Agreement,
the  term  "Cause"  shall  mean  acts of fraud, repeated material misconduct, or
intentional  dishonesty  by Employee in the course of Employee's employment with
the  Company,  or  the  commission  of  a  felony.

               (ii)     In  the  event  that  Employee  voluntarily  terminates
Employee's  employment by the Company, Employee shall not be entitled to receive
any  further compensation; provided, however, that if such voluntary termination
occurs  at  any time after Employee has completed three (3) months of employment
by  the  Company  after  the  occurrence  of a Change in Control (as hereinafter
defined),  Employee shall be entitled to receive severance benefits for a period
of  12  months  after  the  date  of  termination  or until Employee secures new
employment,  whichever  is  shorter,  consisting  of  the  following:

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<PAGE>
                    A.     Employee's  base  salary,

                    B.     The  amount  which  the Company pays for group health
insurance  benefits  with  respect  to  such  Employee  and  his  family,  and

                    C.     Continuation  of  use  of  the  company  car  or  an
equivalent  car  allowance  and  the continuation of Employee's Company provided
group  term  life  insurance  or  equivalent  coverage,  and

                    D.     Option  to  take  ownership  of  any Company provided
split-dollar  life  insurance  coverage on Employee's life subject to Employee's
reimbursement  to  Company  of  all  past  premiums  paid  for  such coverage on
Employee's  life;  this  option  shall  be  exercised  within  30 days following
Employee's  termination  of  employment.

               (iii)     Notwithstanding  anything  to  the  contrary  herein,
Employee's  employment  hereunder may be terminated by the Company without Cause
at  any  time  either  prior  to  or after a "Change in Control" (as hereinafter
defined),  however, in such event, Company shall pay Employee for a period of 12
months  after  the  date  of termination as severance benefits consisting of the
following:

                    A.     Employee's  base  salary,

                    B.     The  amount  which  the Company pays for group health
insurance  benefits  with  respect  to  such  Employee  and  his  family,  and

                    C.     Continuation  of  use  of  the  company  car  or  an
equivalent  car  allowance  and  the continuation of Employee's Company provided
group  term  life  insurance  or  equivalent  coverage,  and

                    D.     Option  to  take  ownership  of  any Company provided
split-dollar  life  insurance  coverage on Employee's life subject to Employee's
reimbursement  to  Company  of  all  past  premiums  paid  for  such coverage on
Employee's  life;  this  option  shall  be  exercised  within  30 days following
Employee's  termination  of  employment.

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<PAGE>
A termination without cause shall be deemed to have occurred if Company, without
Employee's  consent,  materially  reduces  Employee's  responsibilities, reduces
Employee's salary or requires Employee to relocate or transfer to a site further
than  30  miles  from  Employee's  current  place  of  employment.

          The term "Change in Control" shall mean a sale, assignment or exchange
of  more than 51% of the voting stock outstanding immediately after such sale or
the  sale,  assignment  or  exchange  of  substantially all of the assets of the
Company.   The  date  of  the Change in Control shall mean the date upon which a
sale  is  closed, or in a series of transactions, the date upon which beneficial
ownership  of  the  voting  stock  or  assets  is  transferred.

          All  amounts payable to Employee under this Section 3 shall be paid in
normal  payroll  installments  on  normal  payroll  dates  less  all  applicable
withholding.   Except  as  otherwise  provided  in  this  Section  3,  as of the
effective  date  of  termination, all obligations of the Company to pay Employee
compensation shall terminate and the Company shall have no further obligation to
Employee  after  the  date  of  termination.

          Upon  termination  of employment for any reason, Employee will deliver
to  the Company all data, records and information, including without limitation,
all  documents,  correspondence,  files,  notebooks, reports, computer programs,
software,  manuals,  customer  information,  samples and all other materials and
copies  thereof relating to the Company's business which Employee may possess or
which  are  under  his  control.

     4.     Options.    In  the event Employee is terminated without Cause or in
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the  event  of  a Change in Control of the Company as those terms are defined in
the  Agreement,  stock  options  held  by  Employee  shall  become  immediately
exercisable  without  regard  to vesting and/or applicable benchmarks unless the
agreement  governing  the exercise of such options contains provisions expressly
to  the  contrary.   In  the  event  of  a  sale  or exchange of assets or stock
anticipated  to constitute a Change in Control, the Company agrees that it shall
make provisions for the conversion or exchange of shares to be received upon the
exercise of such options for the consideration to be received by stockholders of
the  Company  generally;  provided,  however,  that  Employee may be required to
provide  to the Company an irrevocable notice of exercise a reasonable period of
time  prior  to  the  actual  closing  date  to  facilitate  such  exchange.

     5.     Confidentiality.   Employee  covenants  that  he  shall at all times
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keep  confidential  the  Company's  financial  statements  and  other  financial
information,  except  to the extent (a) disclosure of financial information (but
not financial statements) is incidental to the performance of his duties for the
Company,  (b)  disclosure  is  required  by applicable law, or (c) the Company's
Board  of  Directors  authorizes  disclosure.

     6.     Other  Company  Employees.   For  a period of one year form the date
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Employee's  employment by the Company terminates, Employee shall not (a) solicit
another Company employee to leave the Company's employ and work for the Employee
or another person or entity, or (b) participate in the hiring of another Company
employee  by  another  person  or  entity  away  from  the  Company.

     7.     Arbitration.   Any  controversy or claims arising out of or relating
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to  this  Agreement shall be submitted to binding arbitration in accordance with
the  Commercial  Arbitration  Rules  of  the American Arbitration Association in
Waukesha  County,  Wisconsin,  and  judgment  upon  the  award  rendered  by the
arbitrator  may  be  entered  in any court having jurisdiction thereof.   If the
parties

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<PAGE>
cannot  agree on the choice of a single arbitrator within 15 days after receipt
of a notice of arbitration, then the parties shall contact the  chairperson  of
the Alternative Dispute Resolution section of  the  Wisconsin  Bar,  who  shall
select an independent arbitrator, and the arbitration shall be decided by  such
independent arbitrator.   Each of the parties reserves the right to file with a
court of competent jurisdiction an application  for  temporary  or  preliminary
injunctive relief or a temporary protective  order  on  the  grounds  that  the
arbitration award to which the  applicant  may  be  entitled  may  be  rendered
effective in the absence of such relief. The  arbitration  award  shall  be  in
writing,  and  shall  specify the factual and legal bases for  the  award.  The
losing  party  shall  pay  all  costs  and  expenses  of  the  arbitrator.

     8.     Notices.   Any  notice,  request,  approval,  consent,  demand,
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permission  or other communication required or permitted by this Agreement shall
be  effective  only  if  it  is in a writing signed by the party giving same and
shall  be  deemed  to  have  been sent, given and received only either  (a) when
personally  received  by  the  intended  recipient,  or  (b)  three  days  after
depositing  in  the  United  States  Mail,  registered or certified mail, return
receipt  requested,  with  first-class  postage  prepaid,  addressed as follows:

          If  the  Employee:

          Joseph  M.  Siekierski
          W327  S7343  Cabriolet  Court
          Mukwonago,  WI  53149

          If  to  the  Company:

          Criticare  Systems,  Inc.
          20925  Crossroads  Circle
          Waukesha,  WI  53186
          Attn:   President

or  to  such  other  address  as  the  intended  recipient  may have theretofore
specified  by  notice  given  to  the  sender  as  provided  in  this  section.

     9.     Assignability.   This  Agreement  requires  the personal services of
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Employee,  and Employee's rights or obligations hereunder may not be assigned or
delegated except as set forth in this Agreement.   In the event of a sale of the
stock  of  the  Company,  or consolidation or merger of the Company with or into
another  company  or  entity,  or the sale of all or any substantial part of the
assets  of the Company to another corporation, entity or individual, the Company
may assign this Agreement to any successor in interest and upon such assignment,
Company  shall have no further liability hereunder and the successor in interest
shall be subject to all obligations and be entitled to enforce all rights of the
Company  under  this Agreement.   Subject to the foregoing, this Agreement shall
bind and inure to the benefit of the parties and their respective successors and
assigns.

     10.     Other  Agreements.   This  Agreement  contains the entire agreement
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between  the Company and Employee with respect to the subject matter hereof, and
merges  and  supersedes  all

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<PAGE>
prior agreements, understandings or negotiations whatsoever with respect to  the
subject  matter  hereof.

     11.     Amendments  and  Waivers.   No  amendment  to this Agreement or any
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waiver  of any of its provisions shall be effective unless expressly stated in a
writing  signed  by  both parties.   No delay or omission in the exercise of any
right,  power  or  remedy  under  or for this Agreement shall impair such right,
power  or  remedy  or  be construed as a waiver of any breach.   Any waiver of a
breach  of  any  provision of this Agreement shall not be treated as a waiver of
any other provision of this Agreement or of any subsequent breach of the same or
any  other  provision  of  this  Agreement.

     12.     Severability.   If  any  provision  of this Agreement shall be held
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illegal, invalid or otherwise unenforceable under controlling law, the remaining
provisions of this Agreement shall not be affected thereby but shall continue in
effect.

     13.     Governing  Law.   This Agreement shall be governed by and construed
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and  enforced  in  accordance  with  the  laws  of  the  State  of  Wisconsin.

                                   CRITICARE  SYSTEMS,  INC.


                                   BY  /s/  Karsten  Houm
                                       ------------------
                                       Its
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                                   EMPLOYEE:


                                   /s/  Joseph  M.  Siekierski
                                   ---------------------------
                                   Joseph  M.  Siekierski


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