AMENDMENT TO EMPLOYMENT AGREEMENT


     THIS  IS  AN AMENDMENT, dated November 16, 1998, to an Employment Agreement
dated  October 1, 1998 (the "Agreement") by and between CRITICARE SYSTEMS, INC.,
a  Delaware  corporation  ("Criticare"),  and  GLORIA  NAJERA  ("Employee").

                                    AGREEMENT

     1.     The  Agreement is hereby amended by adding the following provisions:

     Arbitration.  Any  controversy or claims arising out of or relating to this
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Agreement  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  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 associated with the
arbitration  proceeding.

     2.     The  Agreement is further amended by adding the following provision:
"In  the  event Employee is terminated without Cause or in 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.  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.

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     3.     The  Agreement  in  all  other  respects  is not amended but remains
unchanged and the parties thereto continue to be legally bound by the provisions
thereof  as  amended  hereby.

                              CRITICARE  SYSTEMS,  INC.

                              BY  /s/  Joseph  M.  Siekierski
                                  ---------------------------
                                     Its  Vice  President  -  Finance
                                          ---------------------------


                              /s/  Gloria  Najera
                              -------------------
                              Gloria  Najera

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