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,  Wankesha,  WI 53186,  and the  purchasers set forth on Exhibit A hereto

(individually a "Purchaser" and collectively the "Purchasers").







Purchase and Sale of Common Stock



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.







Closing Date; Delivery



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."



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).







Representations and Warranties of the Company



The Company represents and warrants to the Purchasers as follows:

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



{PAGE}

                                      -2-



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.



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.



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

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC