CRITICARE SYSTEMS, INC.

                          EMPLOYEE STOCK PURCHASE PLAN

<PAGE>

                             CRITICARE SYSTEMS, INC.

                          EMPLOYEE STOCK PURCHASE PLAN

                                TABLE OF CONTENTS



     I.     INTRODUCTION     1

     II.     DEFINITIONS     1

     III.     PARTICIPATION     4

     IV.     OPTIONS  TO  PURCHASE;  MAXIMUM  SHARES  AVAILABLE     5

     V.     PURCHASE  OF  STOCK  PURSUANT  TO  OPTIONS     6

     VI.     ADMINISTRATION  OF  PLAN     10

     VII.     ADJUSTMENT  UPON  CHANGES  IN  COMMON  STOCK     11

     VIII.     AMENDMENT;  TERMINATION  OF  PLAN     12

     IX.     MISCELLANEOUS     12


<PAGE>
                             CRITICARE SYSTEMS, INC.
                          EMPLOYEE STOCK PURCHASE PLAN

                                I.  INTRODUCTION


     The  purpose of the Criticare Systems, Inc. Employee Stock Purchase Plan is
to  make  available  to  eligible  employees  of  Criticare  Systems,  Inc. (the
"Company"),  and  certain  related companies a means of purchasing shares of the
Company's  Common Stock through voluntary, regular payroll deductions.  The Plan
is  not subject to the provisions of the Employee Retirement Income Security Act
of  1974,  but is intended to qualify as an "Employee Stock Purchase Plan" under
Section  423 of the Internal Revenue Code of 1986, as amended (the "Code").  The
Plan  shall be administered, interpreted and construed so as to extend and limit
participation  in  a  manner  consistent  with  Section  423  of  the  Code.

     Participation  in  the Plan is entirely voluntary, and the Company makes no
recommendations to employees as to whether they should or should not participate
in  the  Plan.

     The  Plan  has been adopted by the Board and is effective July 1, 1999, but
no  Options  to purchase shares may be exercised or deemed exercised unless this
Plan is approved by the Company's shareholders on or before December 31, 1999 in
the  manner  required  by  section 423(b)(2) of the Code and Treasury Regulation
section  1.423-2(c).

                                II.  DEFINITIONS

     2.1.     DEFINITIONS.  The  following  words  and  phrases  shall  have the
following  meanings:

     "Administrator"  means  the  entity  or  person  designated  to  act  as
Administrator  of  the  Plan  pursuant  to  Section  6.1.

     "Base  Compensation"  means gross compensation for the relevant pay period,
including  overtime pay, but excluding all bonuses, severance pay, extraordinary
pay,  expense  allowances or reimbursements, moving expenses and income from the
exercise  of  nonqualified  stock  options,  the  disposition of incentive stock
options  or  from  restricted stock or stock option awards.  For these purposes,
gross  compensation includes any amount that would be included in taxable income
but  for  the  fact  that  it was contributed to a qualified plan pursuant


<PAGE>
to an elective deferral under Section 401(k) of the Code or contributed under a
salary reduction  agreement  pursuant  to  Section  125  of  the  Code.

     "Board"  means  the  Board  of  Directors  of  the  Company.

     "Broker"  means  a  duly  licensed  securities  dealer,  broker  or  agent
designated  to  act  as  Broker  of  the  Plan  pursuant  to  Section  6.2.

     "Committee"  means  the  Compensation Committee of the Board, which, to the
extent  required by Rule 16b-3, shall consist entirely of Non-Employee Directors
(as  defined  in  Rule  16b-3).

     "Company"  means  Criticare  Systems,  Inc

     "Common  Stock" means the Company's Common Stock, par value $.04 per share.

     "Code"  has  the  meaning  set  forth  in  Article  I.

     "Eligible  Employee"  means  any  employee  of  any Employer, excluding any
employee (a) who has been employed by the Employer for less than six months, (b)
whose  customary employment with the employee's Employer is 20 hours or less per
week,  (c)  whose  customary  employment with the employee's Employer is not for
more  than  five  months  in any calendar year, or (d) who immediately after the
grant of an option under this Plan to the employee would (in accordance with the
provisions  of  Sections  423 and 424(d) of the Code) own stock possessing 5% or
more  of the total combined voting power or value of all classes of stock of the
"employer  corporation"  or  of  its  "Parent  Corporations"  or  "Subsidiary
Corporations,"  as  defined  in  Section  424  of  the  Code.

     "Employer"  means,  with respect to any Participant, the Company or Related
Corporation  of  which  the  Participant  is  an  Eligible  Employee.

     "Exchange  Act"  means the Securities Exchange Act of 1934, as amended from
time  to  time,  and  any  successor  thereto.

     "Fair  Market  Value"  means,  with respect to a share of Common Stock, the
last sales price (or average of the quoted closing bid and asked prices if there
is  no  closing  sales price reported) of a share of Common Stock as reported by
the Nasdaq National Market (or by the principal national stock exchange on which
the  Nasdaq  Common Stock is then listed) on the date of valuation, if such date
is  a

                                       2
<PAGE>
business  day, or the immediately preceding business day, if such date is not  a
business day.  In the absence of an established market  for  Common  Stock,  the
Fair Market  Value  of a share of Common Stock shall be determined in good faith
by  the  Board.

     "Indemnified  Person"  has  the  meaning  set  forth  in  Section  9.2.

     "Initial  Option  Period"  means  the  Option Period commencing on the Plan
Start  Date  and  ending  on  December  31,  1999.

     "Option"  means an option granted pursuant to this Plan at the beginning of
each  Option  Period  to  acquire  Common  Stock.

     "Option  Exercise  Date"  means  the  last  day  of  each  Option  Period.

     "Option  Period"  means  each calendar month during the period beginning on
the  Plan  Start Date and ending on June 30, 2009, unless the Plan is terminated
earlier;  provided,  however, the first Option Period under the Plan shall start
on  July  1,  1999  and  terminate  December  31,  1999.

     "Payroll  Deduction  Account"  means, with respect to each Participant, the
amounts  credited  to the Participant's account from the payroll deductions made
by the Participant under this Plan, less any amounts withdrawn from such account
(for payment of Common Stock, payment to the Participant, payment of withholding
and  other  taxes  or  amounts  or  payment  of  other  obligations or amounts).

     "Participant"  has  the  meaning  set  forth  in  Section  3.2.

     "Plan"  means  the  Criticare  Systems,  Inc. Employee Stock Purchase Plan.

     "Plan  Start  Date"  means  July  1,  1999.

     "Related  Corporation"  means  any  present or future corporation which (i)
would  be  a  "subsidiary corporation" or "parent corporation" of the Company or
any  other  Related  Corporation as such terms are defined in Section 424 of the
Code,  and  (ii)  is  designated as a participating employer in this Plan by the
Board.

     "Rule  16b-3"  means  Rule  16b-3  under  the  Exchange  Act.

     "Stock  Account"  means,  with  respect  to each Participant, the number of
whole  shares  of  Common  Stock  credited  under this Plan to the Participant's


                                       3
<PAGE>
account.  Dividends  with  respect  to  shares  of  Common  Stock  credited to a
Participant's  Stock  Account  shall be paid to the Participant and shall not be
held  in  either  the  Participant's Stock Account or Payroll Deduction Account.

                               III.  PARTICIPATION

     3.1.     ELIGIBLE  EMPLOYEES.  Subject  to  Article  VIII,  all  Eligible
Employees  as of the beginning of each Option Period may participate in the Plan
for  such  Option  Period  at  their  election.

     3.2.     PARTICIPATION  PROCEDURES.  If  an  Eligible  Employee  does  not
otherwise  have  an  election  to  become a Participant in effect, each Eligible
Employee  choosing  to  participate  in the Plan (herein called a "Participant")
during an Option Period shall enroll as a Participant in the Plan by filing with
the  Participant's  Employer  a  completed  enrollment  form  (authorized by the
Administrator)  prior  to  the  beginning  of  any  Option Period (including the
Initial  Option  Period).

     3.3.     EMPLOYEE  CONTRIBUTIONS.  Subject to other limitations provided in
this  Plan,  a  Participant  may  contribute  under  the  Plan  any  portion  of
Participant's  Base  Compensation which is a whole dollar amount, with a minimum
of  1%  of  Participant's  Base  Compensation  and  a  maximum  of  10%  of  the
Participant's Base Compensation.  Contributions may be made only through regular
payroll  deductions,  net  of  any  tax  or  other  withholdings.

     An  enrollment  form  and  payroll  deduction  authorization  will  remain
effective  for  each  successive  Option Period until terminated in writing by a
Participant or until the Participant is no longer eligible to participate in the
Plan.  The  payroll  deduction authorization may be reduced or terminated at any
time  by  the  Participant's  written  request  submitted  to  the Participant's
Employer;  provided,  however, that a Participant may not recommence or increase
payroll  deductions  until  the  beginning  of the next Option Period, nor may a
Participant  make  more than one revision of the Participant's payroll deduction
authorization  in any Option Period.  Termination of deductions shall constitute
withdrawal  from  the  Plan  as set forth in Section 3.5 and cancellation of any
outstanding  Options of the Participant.  Reduction or termination of deductions
will  become  effective  as  soon  as  practicable after a Participant's written
request  is  received  by  the  Participant's  Employer.

     3.4.     PARTICIPANT  RESTRICTION.  Notwithstanding  any provisions of this
Plan  to  the contrary, no Participant will be granted an Option under this

                                       4
<PAGE>
Plan which would permit the Participant's rights to purchase shares of stock
pursuant to all employee stock purchase plans under  section  423  of  the  Code
sponsored by the Company and "parent corporations" and "subsidiary corporations"
(within the meaning of Section 424 of the  Code)  to  accrue  at  a  rate  which
exceeds $25,000 of the Fair Market Value of such stock determined  at  the  time
each Option is "granted" (within the meaning of Code Section 423(b)(8)) for each
calendar year during which any Option granted to such Participant is outstanding
at any time, as  provided  in  Sections  423  and  424(d)  of  the  Code.

     3.5.     WITHDRAWAL  FROM  PLAN.  A  Participant may withdraw from the Plan
(thereby  canceling all Options then in existence) at any time by giving written
notice  to  the  Participant's  Employer  and  to  the  Administrator.  The
Administrator  shall, as soon as practicable after receiving written notice of a
Participant's withdrawal from the Plan, cause to be delivered to the Participant
(i)  a certificate issued in the name of the Participant representing the number
of  full shares of Common Stock held in the Participant's Stock Account and (ii)
a  check  representing any funds held to the credit of the Participant's Payroll
Deduction Account.  A Participant who has withdrawn from the Plan may thereafter
reenter  the  Plan  by  following  the  procedure  described under Section 3.2.

     3.6.     TERMINATION  OF  PARTICIPANT'S  EMPLOYMENT.  Upon termination of a
Participant's  employment  from the Employers for any reason, including death or
disability, the Participant's Stock Account and Payroll Deduction Account in the
Plan  shall be closed, and all existing Options held by the Participant shall be
canceled.  The  Administrator shall, as soon as practicable after termination of
a  Participant's  employment,  cause  to  be delivered to the Participant or the
Participant's  estate  or  the  Participant's designated beneficiary as provided
below,  as  applicable,  (i) a certificate issued in the name of the Participant
representing  the  number  of  full  shares of Common Stock in the Participant's
Stock Account, and (ii) a check representing any funds held to the credit of the
Participant's Payroll Deduction Account.  In the event of a Participant's death,
the  Participant's Common Stock and Payroll Deduction Account shall be delivered
and paid to the estate of such Participant or to a beneficiary designated by the
Participant  in  writing  on  a  form  approved  by  the  Administrator.

            IV.  OPTIONS TO PURCHASE STOCK; MAXIMUM SHARES AVAILABLE

     4.1.     MAXIMUM  SHARES.  The  maximum  number  of  shares  which shall be
issued  under the Plan, subject to adjustment upon changes in Common Stock under
Article  VII, shall be 500,000 shares.  If, on a given Option Exercise Date, the
number  of  shares with respect to which Options are to be exercised

                                       5
<PAGE>

exceeds the number of shares available under the Plan, the Company shall make a
pro rata allocation of the shares remaining available for purchase in as uniform
a manner as shall be practicable and it shall determine to be equitable, and the
balance of the Payroll Deduction Account of each Participant shall be returned
to the Participant  as  promptly  as  possible.

     4.2.     OFFERINGS.  Subject  to  Article  VIII,  the  Company  shall  make
consecutive  offerings on the beginning of each Option Period to Participants to
purchase  Common  Stock  as  long  as  shares  authorized  remain  available for
issuance.  Each  offering as of the beginning of each Option Period shall be the
total  number  of shares authorized under Section 4.1, less the number of shares
issued  by purchases of Common Stock under Section 5.5 in prior Option Periods.

                    V.  PURCHASE OF STOCK PURSUANT TO OPTIONS

     5.1.     PAYROLL  DEDUCTION  ACCOUNTS.  Each  Employer will deduct from its
Participants' paychecks such amounts as have been authorized by the Participants
and,  promptly  after  the  end  of  each  month, remit to the Administrator all
amounts  so  deducted  during  the  month,  together  with a report showing each
Participant  and  the amounts allocable to the Payroll Deduction Account of each
Participant.  The  Administrator  shall  credit  each  Participant's  Payroll
Deduction  Account  with  the  amount  of  such  deposits,  and shall reduce the
Participant's  Payroll  Deduction  Account  by  the purchase price of all Common
Stock  purchased by the Participant under this Plan and by any other withdrawals
from  the  Participant's  Payroll  Deduction  Account.  The  Plan,  through  its
Administrator,  shall purchase for the Stock Accounts of the Participants shares
of  Common  Stock  with  funds  received  under  the  Plan.

     5.2.     STOCK  ACCOUNTS.  The Administrator will open and maintain a Stock
Account  in the name of each Participant to which will be credited all shares of
Common Stock purchased for the Participant's benefit.  All shares held under the
Plan  will  be  registered  in  the  name  of the Plan, the Administrator or the
Administrator's  nominee,  and  will  remain  so registered until the shares are
delivered  to the Participant.  The Participant shall have the right to sell all
or  any  part of the shares held in the Participant's Stock Account, pursuant to
procedures  established  by  the  Administrator.

     5.3.     GRANT  OF  OPTIONS  AND  PURCHASE.  Subject  to Article VIII, each
person  who is a Participant on the first day of an Option Period will as of the
first  day  of  such  Option Period be deemed to have been granted an Option for
such period.  Such Option will be for the number of whole shares of Common Stock
to

                                       6
<PAGE>
be  determined  by  dividing  (a)  the  balance in the Participant's Payroll
Deduction  Account  on  the  Option Exercise Date, by (b) the purchase price per
share  of  Common  Stock  determined under Section 5.4 below; provided, however,
that  the  quotient in this Section 5.3 shall be rounded down to a whole number.
The  number  of  shares  of  Common  Stock  receivable  by each Participant upon
exercise  of an Option for an Option Period shall be reduced, on a substantially
proportionate basis, in the event that the number of shares then available under
the  Plan  is  otherwise  insufficient.

     5.4.     PURCHASE  PRICE.  The purchase price of each share of Common Stock
sold  pursuant to the exercise of an Option shall be 0.85 multiplied by the Fair
Market  Value  of  the  Common  Stock on the first day or last day of the Option
Period,  whichever  is  lower.

     5.5.     EXERCISE OF OPTIONS.  Each person who is a Participant in the Plan
on  the  Option  Exercise  Date  will  be deemed to have exercised on the Option
Exercise  Date  the  Option  granted  to the Participant for that Option Period.
Upon  such  exercise, the balance of the Participant's Payroll Deduction Account
shall  be  applied to the purchase of the number of whole shares of Common Stock
determined under Section 5.3, and the amount of shares of Common Stock purchased
shall  be  credited  to  the Participant's Stock Account.  In the event that the
balance  of  the  Participant's  Payroll  Deduction  Account following an Option
Period is in excess of the total purchase price of the shares of Common Stock so
sold,  the  balance  of  the  Payroll Deduction Account shall be returned to the
Participant;  provided,  however,  that  if the balance in the Payroll Deduction
Account consists solely of an amount equal to the value of a fractional share it
will  be  retained in the Payroll Deduction Account and carried over to the next
Option  Period.  No  fractional  shares  shall  be  issued  hereunder.

     Notwithstanding  anything  herein to the contrary, the Company's obligation
to  sell  and  deliver  shares  of Common Stock under the Plan is subject to the
approval  required  of  any  governmental  authority  in  connection  with  the
authorization, issuance, sale or transfer of such shares, to any requirements of
Nasdaq or any national securities exchange applicable thereto, and to compliance
by  the  Company with other applicable legal requirements in effect from time to
time,  including without limitation any applicable tax withholding requirements.

     5.6.     NO  ASSIGNMENT  OF  PARTICIPANT'S INTEREST IN PLAN.  A Participant
may  not  assign, sell, transfer, pledge, hypothecate or alienate any Options or
other interests (including Participant's Payroll Deduction Account) in or rights
under  the Plan.  Options under the Plan are exercisable by a Participant

                                       7
<PAGE>
during the Participant's lifetime only by the Participant. All employees shall
have the same rights and privileges under  the Plan.  Participants shall have no
interest or voting rights in shares of Common Stock covered by his or her Option
until  such  Option  has  been  exercised.

     5.7.     VESTING.  Each Participant will immediately acquire full ownership
of  all  shares  of  Common  Stock  at  the time such shares are credited to the
Participant's  Stock  Account.

     5.8.     DELIVERY  OF STOCK.  A Participant may instruct the Administrator,
in  writing,  at any time to deliver to the Participant a certificate, issued in
the  name  of  the  Participant,  representing  any or all of the full shares of
Common  Stock  held  in the Participant's Stock Account.  As soon as practicable
after receiving such instructions, the Administrator shall cause the certificate
to  be  mailed  to  the  Participant.  Such  instruction  to  the Administrator,
requesting  delivery  of a certificate, will not affect the Participant's status
under  the  Plan  unless  the  Participant also terminates the payroll deduction
authorization.

     5.9.     DIVIDENDS, SPLITS AND DISTRIBUTIONS.  Any stock dividends or stock
splits  in  respect  of  shares  held in the Participant's Stock Account will be
credited  to  the  Participant's  account  without charge.  Any distributions to
holders  of  Common  Stock  or  other  securities  or  rights  to  subscribe for
additional  shares of Common Stock will be sold and the proceeds will be handled
in  the  same  manner  as  a cash dividend, unless the Participant instructs the
Administrator  to  the  contrary.

     5.10.     VOTING  RIGHTS.  The  Administrator  will  deliver  to  each
Participant  as  promptly  as  practicable, by mail or otherwise, all notices of
meetings,  proxy statements and other material distributed by the Company to its
stockholders.  The  full  shares  of  Common  Stock  in each Participant's Stock
Account  will  be  voted  in  accordance  with  the  Participant's  signed proxy
instructions duly delivered to the Administrator or pursuant to any other method
of  voting available to holders of Common Stock.  There will be no charge to the
Participant for the Administrator's retention or delivery of stock certificates,
or  in  connection  with  notices,  proxies  or  other  such  material.

     5.11.     NO  INTEREST TO BE PAID.  No interest will be paid to or credited
to  the  Payroll  Deduction  Accounts  or  Stock  Accounts of the Participants.

     5.12     DESIGNATION  OF  BENEFICIARY.  A  Participant  may  file a written
designation of a beneficiary who is to receive any shares and cash, if any,

                                       8
<PAGE>
from  the  Participant's  accounts  under  the  Plan  in  the  event  of  such
Participant's  death. If a Participant is married and the designated beneficiary
is  not the spouse, spousal consent shall be required for such designation to be
effective.  Such designation of beneficiary may be changed by Participant at any
time  by  written  notice.  In  the event of death of the Participant and in the
absence  of a beneficiary validly designated under the Plan who is living at the
time  of  such Participant's death, the Company shall deliver such shares and/or
cash  in  Participant's  accounts  to  the  personal representative, executor or
administrator  of  the  estate  of  the  Participant,  or  if  no  personal
representative,  executor  or administrator has been appointed (to the knowledge
of  the Company), the Company, in its discretion, may deliver such shares and/or
cash  in  the  Participant's  accounts  to  the  spouse  or  to  any one or more
dependents  or  relatives  of  such  Participant  or  if no spouse, dependent or
relative  is  known by the Company, then to such other person as the Company may
designate.

     5.13     CONDITIONS  UPON ISSUANCE OF COMMON STOCK.  Shares of Common Stock
shall not be issued with respect to an Option unless the exercise of such Option
and  the issuance and delivery of such shares pursuant thereto shall comply with
all  applicable  provisions  of  law,  domestic  or  foreign, including, without
limitation,  the Securities Act of 1933, as amended, the Securities Exchange Act
of  1934, as amended (the "Exchange Act"), the rules and regulations promulgated
thereunder  and  the requirements of any stock exchange upon which shares may be
listed  and  shall be further subject to the approval of counsel for the Company
with  respect  to such compliance.  As a condition to the exercise of an Option,
the  Company  may  require  the  person  exercising  the Option to represent and
warrant  at  the  time of such exercise that the shares are being purchased only
for  investment  and  without  any  present intention to sell or distribute such
shares  if,  in  the  opinion  of counsel of the Company, such representation is
required  by any of the afore-mentioned applicable provisions of law.  The terms
and  conditions  of Options granted under the Plan, and the repurchase of shares
by,  persons  subject  to  section  16 of the Exchange Act shall comply with all
applicable  provisions  of Rule 16b-3 under the Exchange Act.  The Plan and each
Option  shall  be deemed to contain, and the shares issued upon exercise thereof
shall  be  subject  to,  such  additional  conditions and restrictions as may be
required  by  Rule  16b-3  under  the  Exchange  Act  to qualify for the maximum
exemption  from  section  16  of  the  Exchange  Act  with  respect  to  Plan
transactions.

     In  addition  to  the restrictions described in the first paragraph of this
section 5.13, the shares of Common Stock received by any person upon exercise of
Option may not be sold, assigned, transferred, pledged, or otherwise disposed of
for  a  period  of six months from the date of such exchange.  The shares of the


                                       9
<PAGE>
Common Stock received upon the exercise of such Option may bear a legend to such
effect  and  the Company may require the person receiving such shares to execute
an  agreement  to  such  effect.

     5.14     TAX  WITHHOLDING.  At the time an Option is exercised, in whole or
in  part, or at the time some or all of Common Stock issued the Plan is disposed
of,  the  Participant  must  make  adequate provision for the Company's federal,
state or other tax withholding obligations, if any, that may arise upon exercise
of  the  Option  or the disposition of the shares of Common Stock.  At any time,
the  Company  may,  but  shall not be obligated to withhold from a Participant's
Compensation the amount necessary for the Company to meet applicable withholding
obligations,  including,  any  withholding  required  to  make  available to the
Company any tax deductions attributed to the sale or early disposition of Common
Stock  by  the  Participant.

                           VI.  ADMINISTRATION OF PLAN

     6.1.     THE ADMINISTRATOR AND THE COMMITTEE.  To carry out the purposes of
the  Plan,  the Committee shall appoint an Administrator.  The Administrator may
be  any  company or individual that the Committee deems qualified, including the
Company.  The  Administrator  shall be responsible for the implementation of the
Plan,  including allocation of funds and stock to the Payroll Deduction Accounts
and  Stock  Accounts  and  keeping  adequate  and  accurate  records  for  the
Participants.

     The  Committee  shall  be  entitled  to  adopt  and  apply  guidelines  and
procedures consistent with the purposes of the Plan.  In order to effectuate the
purposes  of  the  Plan, the Committee shall have the discretionary authority to
construe  and  interpret the Plan, to supply any omissions therein, to reconcile
and  correct  any  errors  or  inconsistencies,  to  decide any questions in the
administration  and  application  of the Plan, and to make equitable adjustments
for  any mistakes or errors made in the administration of the Plan, and all such
actions  or  determinations  made by the Committee, and the application of rules
and  regulations  to a particular case or issue by the Committee, in good faith,
shall  not  be  subject  to  review  by  anyone, but shall be final, binding and
conclusive  on  all  persons  ever  interested  hereunder.

     6.2.     BROKER.  The  Administrator  may,  in  its  discretion,  with  the
consent  and approval of the Committee, appoint a Broker.  The Broker may be any
company  or  individual  that  the Committee deems qualified; provided, however,

                                       10
<PAGE>
that the Broker shall be a licensed security dealer, broker, or agent authorized
to  make  purchases  and  sales  of  Common  Stock.

     6.3.     REPORTING  TO  PARTICIPANTS.  The  Administrator will send to each
Participant  a  statement  at  the  end  of each calendar quarter (or such other
period  as  determined  by  the  Committee  in  its sole discretion).  Each such
statement shall contain information concerning transactions in the Participant's
Payroll  Deduction  Account  and  Stock  Account  during the relevant period and
reflect  the  balance  in  the Participant's Payroll Deduction Account and Stock
Account  at  the  end  of  such  period.

     6.4     USE  OF  FUNDS.  All  payroll  deductions  received  or held by the
Company  under  the  Plan  in  all Payroll Deduction Accounts may be used by the
Company  for  any  corporate  purpose.  The  Company  shall  not be obligated to
segregate  such  payroll  deductions.

                  VII.  ADJUSTMENT UPON CHANGES IN COMMON STOCK

     7.1.     CHANGES  IN  COMMON  STOCK.  If  any  change is made in the Common
Stock  (through  merger,  consolidation, reorganization, recapitalization, stock
dividend, dividend in property other than cash, stock split, revise stock split,
liquidating  dividend,  combination  of  shares,  exchange  of shares, change in
corporate  structure  or  otherwise),  the  Administrator  may  make appropriate
adjustments  in  (a)  the  number  of shares and price per share of Common Stock
subject  to  the Plan or to any Option granted under the Plan, (b) the number of
shares  of  Common  Stock  that  have been authorized under the Plan but not yet
placed  under  Option, and (c) the maximum number of shares each Participant may
purchase.

     7.2.     DISSOLUTION; MERGER; CAPITAL REORGANIZATION; ETC.  In the event of
(i)  a dissolution or liquidation of the Company; (ii) a merger or consolidation
in  which  the  Company is not the surviving corporation, or a reverse merger in
which the Company is the surviving corporation but the shares of Common Stock by
virtue  of  the merger are converted into other property, whether in the form of
securities,  cash  or  otherwise;  or  (iii) any other capital reorganization in
which  more  than  50 percent of the shares of Common Stock entitled to vote are
exchanged,  the  Plan  shall  terminate,  unless another corporation assumes the
responsibility  of  continuing  the  operation  of  the  Plan  or  the Committee
determines  in  its discretion that the Plan shall nevertheless continue in full
force  and  effect.  If  the  Committee  elects  to  terminate  the  Plan,  the
Administrator  shall  send  to each Participant a stock certificate representing
the

                                       11
<PAGE>
number  of whole shares to which the Participant is entitled.  In addition,
the  Administrator  shall  send  checks  drawn  on  the  Plan's  account to each
Participant  in  an  amount  equal  to  the  funds  held  to  the credit of such
Participant's  Payroll  Deduction  Account.

     7.3.     COMPANY'S  RIGHT TO RESTRUCTURE, ETC.  The grant of any right to a
Participant  pursuant to the Plan shall not affect in any way the right or power
of  the  Company  to  make  adjustments,  reclassifications,  reorganizations or
changes of its capital or business structure or to merge or to consolidate or to
dissolve,  liquidate  or  sell,  or  transfer all or any part of its business or
assets.

                      VIII.  AMENDMENT; TERMINATION OF PLAN

     8.1.     AMENDMENT  AND  TERMINATION.  The  Company,  acting  through  the
Committee,  reserves  the  right  to  amend or terminate the Plan at any time or
times;  provided,  however,  any  amendment  that  would  require the consent of
stockholders  under  applicable  law,  rule  or  regulation  (including, without
limitation,  the Code, the Exchange Act or any self regulatory organization such
as  a  national securities exchange), will not be made unless such stockholders'
consent  is  obtained.

     In  addition,  the  Plan  shall  terminate  automatically  on  the  tenth
anniversary  of  the  Plan  Start  Date,  or  on  any  Option Exercise Date when
Participants  become  entitled  to  purchase a number of shares greater than the
number  of  reserved  shares  remaining  available  for purchase, subject to the
allocation  of  remaining  shares  pursuant to the last sentence of Section 5.3.
Upon termination of the Plan, all amounts held in the Payroll Deduction Accounts
shall, to the extent not used to purchase shares of Common Stock, be refunded to
the  Participants  entitled  thereto.

                               IX.  MISCELLANEOUS

     9.1.     EXPENSES  OF  PLAN.  The  Broker's  brokerage commissions, if any,
incurred in connection with transactions in Common Stock under the Plan, and the
Administrator's  administrative  charges  for maintaining Participants' accounts
relating  to  purchases of securities and all other expenses of administering or
maintaining  the  Plan will be paid by the Company.  If the Company is acting as
Administrator,  no  expenses  will  be  charged  to  the  Participants.

     9.2.     INDEMNIFICATION.  In  the  event  and  to  the  extent not insured
against  under  any contract of insurance with an insurance company, the Company
shall  indemnify  and hold harmless each "Indemnified Person," as defined below,

                                       12
<PAGE>
against  any  and  all  claims,  demands,  suits,  proceedings, losses, damages,
interest,  penalties,  expenses  (specifically  including,  but  not limited to,
counsel  fees  to the extent approved by the Board or otherwise provided by law,
court costs and other reasonable expenses of litigation), and liability of every
kind,  including  amounts  paid  in  settlement, with the approval of the Board,
arising  from  any action or cause of action related to the Indemnified Person's
act or acts or failure to act.  Such indemnity shall apply regardless of whether
such  claims, demands, suits, proceedings, losses, damages, interest, penalties,
expenses  and  liability  arise  in  whole or in part from (a) the negligence or
other  fault  of  the  Indemnified  Person,  or  (b) from the imposition on such
Indemnified  Person  of any civil penalties or excise taxes pursuant to the Code
or  any  other applicable laws; except when the same is judicially determined to
be  due  to  gross  negligence,  fraud,  recklessness, or willful or intentional
misconduct  of  such  Indemnified  Person.  "Indemnified Person" shall mean each
member  of  the  Board, the Administrator, each member of the Committee and each
other  employee  of  any  Employer  who  is  allocated  fiduciary responsibility
hereunder.

     9.3.     NO CONTRACT OF EMPLOYMENT INTENDED.  The granting of any rights to
an  Eligible  Employee  under  this  Plan  shall  not constitute an agreement or
understanding,  express  or implied, on the part of any Employer, to employ such
Eligible  Employee  for  any  specified  period.

     9.4     GOVERNING LAW.  The construction, validity and operation o shall be
governed  by  the  laws  of  the  State  of  Wisconsin.

     9.5.     SEVERABILITY  OF  PROVISIONS.  If  any  provision  of this Plan is
determined  to be invalid, illegal or unenforceable, such invalidity, illegality
or  unenforceability shall not affect the remaining provisions of this Plan, but
such  invalid, illegal or unenforceable provisions shall be fully severable, and
the  Plan  shall  be  construed and enforced as if such provision had never been
inserted  herein.

     9.6.     NO  LIABILITY.  Neither  the  Company,  its directors, officers or
employees, the Committee, the Administrator nor any Related Corporation which is
in  existence  or  hereafter  comes  into  existence,  shall  be  liable  to any
Participant  or  other person if it is determined for any reason by the Internal
Revenue  Service or any court having jurisdiction that the Plan does not qualify
under  Section  423  of  the  Code.

                                       13