Ms. Deborah A. Zane

0001261291 ZANE DEBORAH A CRITICARE SYSTEMS, INC. 20925 CROSSROADS CIRCLE, SUITE 100 WAUKESHA WI 53186 0 1 0 0 VP-Marketing and Business Dev.

Ms. Zane has served as Vice President -- Marketing and Business Development of CRITICARE SYSTEMS INC /DE/ since September 2001.From March 1999 to September 2001, Ms. Zane served in various marketing positions for CRITICARE SYSTEMS INC /DE/.Prior to joining the Company, Ms. Zane served as Global Marketing Manager for Datascope Corporation, a medical electronics company, from March 1996 to March 1999. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934 requires CRITICARE SYSTEMS INC /DE/'s officers and directors, and persons who own more than 10% of a registered class of CRITICARE SYSTEMS INC /DE/'s equity securities, to file reports of ownership and changes in ownership with the SEC on Forms 3, 4 and 5.Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish CRITICARE SYSTEMS INC /DE/ with copies of all Forms 3, 4 and 5 they file.
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Deborah A. Zane,
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Soika, Diaz and Lester and Ms. Zane were made in the discretion of CRITICARE SYSTEMS INC /DE/.
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(2) The amounts for Mr. Okland and Ms. Zane represent automobile allowance payments and the amounts for Messrs.
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(10) For fiscal 2002, represents a fixed salary of $111,667 paid by CRITICARE SYSTEMS INC /DE/ to Ms. Zane, and commissions of $52,269 paid by CRITICARE SYSTEMS INC /DE/ to Ms. Zane based on a percentage of certain sales by CRITICARE SYSTEMS INC /DE/.For fiscal 2001, represents a fixed salary of $110,000 paid by CRITICARE SYSTEMS INC /DE/ to Ms. Zane, and commissions of $31,279 paid by CRITICARE SYSTEMS INC /DE/ to Ms. Zane based on a percentage of certain sales by CRITICARE SYSTEMS INC /DE/.For fiscal 2000, represents a fixed salary of $110,000 paid by CRITICARE SYSTEMS INC /DE/ to Ms. Zane.No commissions were paid to Ms. Zane in fiscal 2000. (11) For fiscal 2002, represents $504 of premiums paid by CRITICARE SYSTEMS INC /DE/ on a life insurance policy, the proceeds of which are payable to the beneficiary of Ms. Zane, and $3,400 of Company contributions to the 401(k) plan on behalf of Ms. Zane.For fiscal 2001, represents $393 of premiums paid by the Company on a life insurance policy, the proceeds of which are payable to the beneficiary of Ms. Zane, and $3,400 of Company contributions to the 401(k) plan on behalf of Ms. Zane.For fiscal 2000, represents $365 of premiums paid by CRITICARE SYSTEMS INC /DE/ on a life insurance policy, the proceeds of which are payable to the beneficiary of Ms. Zane, and $980 of Company contributions to the 401(k) plan on behalf of Ms. Zane. COMPENSATION OF DIRECTORS
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Deborah A. Zane
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(11) Consists of 50,000 shares which Ms. Zane has the right to acquire under currently exercisable options. (12) Oxford Bioscience Partners and related entities (collectively "Oxford") filed a Schedule 13D dated October 27, 2000, and a Schedule 13D/A dated March 9, 2001, reporting that as of March 9, 2001 it was the beneficial owner of 1,786,273 shares of Common Stock.The shares of Common Stock beneficially owned by Oxford include (i) 1,431,317 shares held of record by Oxford Bioscience Partners III L.P., with shared voting and investment power as to all of such shares (OBP Management III L.P. may be deemed to share voting and investment power as to all of such shares); (ii) 133,970 shares held of record by Oxford Bioscience Partners (Adjunct) III L.P., with shared voting and investment power as to all of such shares (OBP Management III L.P. may be deemed to share voting and investment power as to all of such shares); (iii) 203,993 shares held of record by Oxford Bioscience Partners (Bermuda) III Limited Partnership, with shared voting and investment power as to all of such shares (OBP Management (Bermuda) III Limited Partnership may be deemed to share voting and investment power as to all of such shares); and (iv) 16,993 shares held of record by mRNA Fund L.P., with shared voting and investment power as to all of such shares (mRNA Partners, L.P. mabe deemed to share voting and investment power as to all of such shares).
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-- Deborah A. Zane, Vice President -- Marketing and Business

Development

Deborah A. Zane
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Ms. Zane has served as Vice President-Marketing and Business Development of the Company since September 2001.From March 1999 to September 2001, Ms. Zane served in various marketing positions for the Company.
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Based solely on a review of the copies of such forms furnished to the Company, or written representations that no Forms 5 were required, the Company believes that during fiscal 2006 all section 16(a) filing requirements applicable to its officers, directors and greater than 10% beneficial owners were complied with, except that Mr. Barnes filed a Form 4 report on December 2, 2005 reporting a transaction occurring on November 29, 2005 and a Form 4 report on December 9, 2005 reporting a transaction occurring on December 2, 2005 and Ms. Zane filed a Form 4 report on March 2, 2006 reporting a transaction occurring on February 24, 2006.

Deborah A. Zane
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Deborah A. Zane.

Ms. Zane has served as Vice President,Marketing and Business Development of the Company since September 2001.From March 1999 to September 2001, Ms. Zane served in various marketing positions for the Company.
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Based solely on a review of the copies of such forms furnished to the Company, or written representations that no Forms 5 were required, the Company believes that during fiscal 2006 all section 16(a) filing requirements applicable to its officers, directors and greater than 10% beneficial owners were complied with, except that Mr. Barnes filed a Form 4 report on December 2, 2005 reporting a transaction occurring on November 29, 2005 and a Form 4 report on December 9, 2005 reporting a transaction occurring on December 2, 2005 and Ms. Zane filed a Form 4 report on March 2, 2006 reporting a transaction occurring on February 24, 2006.
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Deb Zane

Deborah A. Zane
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Ms. Zane has served as Vice President-Marketing and Business Development of the Company since September 2001.From March 1999 to September 2001, Ms. Zane served in various marketing positions for the Company.

Deborah A. Zane
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Ms. Zane has served as our Vice President-Marketing and Business Development since September 2001.From March 1999 to September 2001, Ms. Zane served in various marketing positions for the Company.

The employment agreements, which became effective Sept. 28, cover Soika; Drew Diaz, vice president-worldwide sales; general manager Joseph Lester; marketing and business development vice president Deborah Zane; Joel Knudson, finance vice president, and Michael Larsen, vice president of quality and regulatory affairs.

Deborah A. Zane
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Ms. Zane has served as Vice President,Marketing and Business Development of the Company since September 2001.From March 1999 to September 2001, Ms. Zane served in various marketing positions for the Company.