Nominating Committee Charter of Vital Signs Inc

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                                                                      APPENDIX 1
 
                               VITAL SIGNS, INC.
 
                          NOMINATING COMMITTEE CHARTER
 
PURPOSES OF THE NOMINATING COMMITTEE
 
    The purposes of the Nominating Committee are:
 
     to consider proposals made by shareholders and others to nominate specific
     individuals to the board of directors of Vital Signs, Inc. (the 'Company');
 
     to identify qualified individuals for membership on such board (the
     'Board') ; and
 
     to recommend to the Board the director nominees for election at each annual
     meeting of shareholders and at each other meeting of shareholders at which
     directors are to be elected.
 
MEMBERSHIP OF THE NOMINATING COMMITTEE
 
    The Nominating Committee:
 
     shall consist of not less than three members of the Board, the exact number
     to be established by the Board from time to time;
 
     shall consist solely of individuals who meet the independence standards set
     forth in Securities and Exchange Commission rules and in the listing
     standards applicable to the Company; and
 
     shall consist solely of members who are appointed by, and who may be
     removed by, the Board.
 
CRITERIA FOR NOMINATION TO THE BOARD OF DIRECTORS
 
    Each individual nominated by the Nominating Committee to serve on the Board
of Directors shall, in the Nominating Committee's opinion, satisfy the following
criteria (the 'Minimum Criteria') together with such other criteria as shall be
established by the Nominating Committee:
 
     such nominee shall satisfy any legal requirements applicable to members of
     the Board;
 
     such nominee shall have business or professional experience that will
     enable such nominee to provide useful input to the Board in its
     deliberations;
 
     such nominee shall have a reputation in the Company's industry for honesty
     and ethical conduct;
 
     such nominee shall have a working knowledge of the types of
     responsibilities expected of members of a board of directors of a public
     corporation; and
 
     such nominee shall have experience, either as a member of the board of
     directors of another public or private corporation or in another capacity,
     that demonstrates the nominee's capacity to serve in a fiduciary position.
 
PROCEDURES TO BE FOLLOWED WITH RESPECT TO THE SUBMISSION OF NAMES FOR
CONSIDERATION BY THE NOMINATING COMMITTEE
 
    The following procedures (the 'Minimum Procedures') shall be utilized in
considering any candidate for election to the Board at an annual meeting, other
than candidates who have previously served on the Board or who are recommended
by the Board. A nomination must be delivered to the Secretary of the Company at
the principal executive offices of the Company not later than the close of
business on the ninetieth (90th) day nor earlier than the close of business on
the one hundred twentieth (120th) day prior to the first anniversary of the
preceding year's annual meeting; provided, however, that if the date of the
annual meeting is more than thirty (30) days before or more than sixty (60) days
after such anniversary date, notice to be timely must be so delivered not
earlier than the close of business on the one hundred twentieth (120th) day
prior to such annual meeting and not later than the close of business on the
later of the ninetieth (90th) day prior to such annual meeting or the close of
business on