Dated 15 December, 2004 (1) DIAMETRICS MEDICAL, INC (as the Chargor) - and - (2) BARBARA R. MITTMAN (as the Agent) Charge Over Shares 1 Moorhead James, Solicitors Kildare House, 3 Dorset Rise, London EC4Y 8EN Tel: +44 (0)20 7831 8888 Fax: +44 (0)20 7936 3635 e: mail@moorheadjames.comCONTENTS

Exhibit 10.8

Dated 15 December, 2004

(1) DIAMETRICS MEDICAL, INC
(as the Chargor)

- and -

(2) BARBARA R. MITTMAN
(as the Agent)

Charge Over Shares

1

Moorhead James, Solicitors
Kildare House, 3 Dorset Rise,
London EC4Y 8EN
Tel: +44 (0)20 7831 8888
Fax: +44 (0)20 7936 3635
e: mail@moorheadjames.comCONTENTS

Clause Page

2

THIS CHARGE is made by way of deed on 15 December, 2004

BETWEEN

BACKGROUND

(B) The Chargor is the holding company of the Company (as defined below).

IT IS AGREED as follows:

1. INTERPRETATION

1.1 Definitions

Save as otherwise provided in this Charge, the following words and phrases have the following meanings throughout this Charge:

1.2 Interpretation

Any reference in this Charge to (or to any specified provision of) this “Charge”, the “Subscription Agreement” or any other “Finance Document” or to any other agreement or document shall, unless the context otherwise requires, be construed as a reference to this Charge, the Subscription Agreement or such other Finance Document or such other agreement or document (or that provision) as the same may from time to time be amended, varied, supplemented, novated or replaced (but excluding for this purpose any amendment, variation, supplement, novation or replacement which is contrary to any provision of any Finance Document). The reference shall include any document which is supplemental to, is expressed to be collateral with, or is entered into pursuant to or in accordance with, and any certificate, instrument, notification or document which is entered into or delivered in connection with or pursuant to or in accordance with, the terms of this Charge, the Subscription Agreement or such other Finance Document or, as the case may be, such other agreement or document.

Any reference in this Charge to the “Agent” or any “Beneficiary” shall be construed so as to include its and any subsequent successors, transferees and assigns in accordance with their respective interests.

1.3 Incorporation of Terms by Reference

Unless the context requires otherwise, words and expressions defined or construed in the Subscription Agreement, the Act or the Insolvency Act 1986 and which are not defined or construed in this Charge shall bear the same meanings when used in this Charge.

1.4 Use of Lists and Examples

In construing this Charge general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things and general words shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words.

1.5 Whole Agreement

This Charge supersedes any previous agreement, whether written or oral, express or implied, between the Chargor and the Agent in relation to the subject matter of this Charge.

1.6 Headings

The headings in this Charge are for convenience only and shall not affect its meaning and references to a Clause or Schedule are (unless otherwise stated) to a Clause of, or the Schedule to, this Charge.

1.7 Counterparts

This Charge may be signed in any number of counterparts, all of which taken together shall constitute one and the same instrument. Any party may enter into this Charge by signing any such counterpart.

1.8 Singular/Plural

Save where the context otherwise requires, the plural of any term includes the singular and vice versa.

1.9 No Partnership

Nothing in this Charge or envisaged hereby shall operate, whether directly or indirectly, to constitute a partnership between the Chargor and any Beneficiary or the Agent.

1.10 Amount of Secured Obligations

A certificate of the Agent as to the amount of any Secured Obligations due at any time will, in the absence of manifest error, be conclusive and binding on the Chargor.

1.11 Security Enforceable

The security constituted by, and the rights of the Agent and the Beneficiaries under, this Charge shall be enforceable notwithstanding any change in the constitution or identity of the Agent or any Beneficiary or its absorption in or amalgamation with any other person or the acquisition of all or part of its undertaking by any other person.

1.12 Statutory References

Unless the context otherwise requires, a reference to a statute or any provision thereof is to be construed as a reference to that statute or such provision thereof as it may be amended or re-enacted from time to time.

1.13 Deed

The parties intend that this document shall take effect as a deed.

2. PAYMENT OF THE SECURED OBLIGATIONS

2.1 Covenant

The Chargor hereby unconditionally and irrevocably, as primary obligor and not merely as surety, covenants with the Beneficiaries that it will pay or discharge the Secured Obligations on the due date for payment thereof in the manner provided in the relevant Finance Document.

2.2 Interest

Save to the extent otherwise agreed, interest may be added by the Agent to any amount which shall remain unpaid on the due date for payment therefor from such due date until payment in full at the Default Rate applicable to the relevant outstanding Secured Obligations under the Finance Documents.

2.3 Costs and Expenses

Immediately upon demand, the Chargor shall pay all fees, costs and expenses (including legal fees and any value added tax) incurred from time to time in connection with the enforcement of or preservation of rights under this Charge by the Agent, or attorney, manager, trustee or any other person appointed by the Agent under this Charge or by statute.

3. CHARGING CLAUSE

The Chargor with full title guarantee and as a continuing security for the payment, performance and discharge of the Secured Obligations hereby:

4. REPRESENTATIONS AND WARRANTIES

The Chargor makes the representations and warranties set out in this Clause 4 to the Agent.

(a) Ownership of Security Assets and ranking

(b) Ownership of Additional Interests

With the exception of the Shares, the Chargor has no other direct ownership interest in any other shares or capital stock of any person that is organised or incorporated in England and Wales (any such person, an “Active Person” and any such interests in an Active Person, “Additional Interests”).

The representations and warranties set out in this Clause 4 are made on the date of this Charge and are deemed to be repeated on each date on which any of the representations and warranties set out in the Subscription Agreement are repeated, with reference to the facts and circumstances then existing.

5. NEGATIVE PLEDGE

The Chargor undertakes in favour of the Agent that it will not, save as permitted pursuant to the terms of the Finance Documents:

(a) Liens

create, incur, assume or permit to subsist any Lien over all or any part of the Security Assets (other than the First Ranking Share Charge and the Security) or any interest therein ranking in priority to, pari passu with or after the Security, nor enter into any agreement to do any of the same;

(b) Disposal

sell, transfer, assign, lease out, lend or otherwise dispose of (whether outright, by a sale and repurchase, sale and leaseback arrangement or otherwise), or grant any rights (whether of pre-emption or otherwise) over, all or any part of the Security Assets or any interest therein, nor enter into any agreement to do any of the same; or

(c) Material prejudice

do or cause or permit to be done anything which may depreciate, jeopardize or otherwise materially prejudice the market value or collateral value of any Security Asset or the rights of the Agent under this Charge.

6. INFORMATION UNDERTAKINGS

7. COVENANTS

7.1 Undertakings Relating to Security Assets

The Chargor covenants with the Agent for the benefit of the Beneficiaries that it will, without prejudice to the generality of the provisions of Clause 8:

(a) Deposit of documents of title

deposit with the Agent (or as it shall direct) immediately upon execution of this Charge (in relation to the Shares listed in Schedule 1), and immediately upon receipt following its acquisition of any Security Assets and at any other time upon the Agent’s request, all stock and share certificates or other documents evidencing an entitlement to such Security Assets together with stock transfer forms duly stamped and executed in blank and left undated in respect of all such Shares on the basis that the Agent shall be able to hold such documents of title and stock transfer forms until the Secured Obligations have been irrevocably and unconditionally discharged in full and shall be entitled, at any such time that it is permitted to do so in accordance with the terms of this Charge, to complete (under its power of attorney given by Clause 12 below) the stock transfer forms on behalf of the Chargor in favour of itself or such other person as it shall select; provided that, in the event of any such transfer being effected, neither the Agent nor any of its nominees shall be liable for any loss occasioned by any exercise or non-exercise of rights attached to such Security Assets or by any failure to report to the Chargor any notice or other communication received in respect of such Security Assets;

(b) Conversion

immediately on conversion of any Shares from certificated to uncertificated form, and on the creation or conversion of any other securities which are for the time being comprised in the Related Rights in or into uncertificated form, comply with such instructions or directions as the Agent may give in order to protect, perfect or preserve the Security;

(c) No restriction on transfer

ensure that the Security Assets are at all times free from any restriction on transfer by the Agent or its nominee to perfect or enforce the Security and procure that the board of directors of the Company approves any transfer of any of the Security Assets desired to be made by the Agent or its nominee in the exercise of the rights, powers and remedies conferred upon it by this Charge or by law;

(d) Related Rights

unless it is permitted to retain such Related Rights in accordance with the terms of this Charge, upon the accrual, offer or issue of any Related Rights deriving from the Shares, deliver to the Agent (or procure the delivery to the Agent of) all such Related Rights and the certificates and documents of title to or representing the same together with each of the documents required to be duly executed, completed and delivered under and in accordance with the terms of this Clause 7;

(e) Calls

duly and promptly pay or procure the payment of all calls, instalments and other payments when due in respect of any of the Shares, provided that if it defaults in making any such payment, the Agent may (but shall not be obliged to) pay such amounts on behalf of it and shall be reimbursed by it immediately on demand;

(f) Communication

notify the Agent of the contents of any communication or document received by it in relation to any of the Shares and/or the Related Rights;

(g) Variation of rights

not, without the prior written consent of the Agent, by the exercise of any voting rights or otherwise, permit or agree to any proposed compromise, capital reorganisation, conversion, exchange or repayment offer affecting or in respect of any of the Shares or to any variation of the rights attaching to or conferred by any of the Shares or to any conversion of any of the Shares into an uncertificated security; and

(h) Registration

shall make all such filings and registrations and take all such other steps as may be necessary or desirable in connection with the creation, perfection or protection of the Security and pay all application, registration, renewal and other fees necessary or desirable for effecting, protecting, maintaining or renewing registrations in respect of any of the Security Assets.

7.2 Voting Rights and Dividend Entitlement

7.3 Default Powers

At any time while the Security is enforceable in accordance with the terms of this Charge and without any further consent or authority on the part of the Chargor, the Agent or its nominee may exercise (or refrain from exercising) at its discretion in the name of the Chargor (or the registered holder thereof) in respect of any of the Security Assets any voting rights and any powers or rights which may be exercised by the person or persons in whose name or names the Shares are registered or who is the holder or bearer of them.

7.4 Continuing Liabilities

Subject to due notification thereof by the Agent where the Shares are registered in the Agent’s name (or that of its nominee) in accordance with the terms of this Charge, it is expressly agreed that the Chargor shall remain liable to observe and perform all of the conditions and obligations attaching to any of the Shares including the payment of any sum due in respect of the Shares.

7.5 No Obligation

The Agent shall not be required to perform or fulfil any obligation of the Chargor in respect of the Security Assets or to make any payment, or to make any enquiry as to the nature or sufficiency of any payment received by it or the Chargor, or to present or file any claim or take any other action to collect or enforce the payment of any amount to which it may have been or to which it may be entitled under this Charge at any time or times.

7.6 Retention of Documents

The Agent may retain any document delivered to it under this Charge until the Security is released in accordance with the terms of this Charge and, if for any reason it ceases to hold any such document before that time, it may by notice to the Chargor require that the relevant document be redelivered to it and the Chargor shall promptly comply (or procure compliance) with that notice.

8. FURTHER ASSURANCE AND PERFECTION OF SECURITY

8.1 Further Assurance

8.2 Security in Jeopardy

If at any time it shall appear to the Agent that any of the Security Assets is in danger of seizure, distress, attachment, execution, diligence or other legal process, or that the Security shall for any other reason be in jeopardy, the Agent shall be entitled without notice to the Chargor to take possession of and hold the same. The Chargor shall, at its own expense, promptly execute such deeds and other agreements and otherwise take whatever action the Agent may require (acting reasonably) in order to enable the Agent to exercise its rights contained in this Clause 8.2.

9. CONTINUATION AND PRESERVATION OF SECURITY

9.1 Subsequent Liens

If the Agent or any Beneficiary receives, or is deemed to be affected by, notice, whether actual or constructive, of:

(a) any Lien affecting the Security Assets and/or the proceeds of sale thereof; or

the Agent or such Beneficiary may open a new account or accounts for the Chargor in its books. If the Agent or such Beneficiary does not open a new account, it shall nevertheless be treated as if it had done so at the time when it received or was deemed to have received notice (unless it gives express notice to the contrary to the Chargor). As from that time all payments made to the Agent or such Beneficiary will (in the absence of any express appropriation to the contrary) be credited or be treated as having been credited to the new account and will not operate to reduce the Secured Obligations.

9.2 Waiver of Defences

The Chargor shall be deemed to be a principal debtor and the sole, original and independent obligor for the Secured Obligations and the Security Assets shall be deemed to be a principal security for the Secured Obligations. The liability of the Chargor under this Charge shall not be discharged, impaired or otherwise affected by any circumstance, act, omission, matter or thing which but for this provision might operate to reduce, release, prejudice or otherwise exonerate the Chargor from its obligations under the Finance Documents in whole or in part, including without limitation and whether or not known to any Obligor, the Agent or any other person:

so that the Chargor’s obligations under this Charge remain in full force and effect and that this Charge shall be construed accordingly as if there were no such circumstance, act, omission, matter or thing.

9.3 Immediate Recourse

The Chargor waives any right it may have of first requiring the Agent (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security in respect of the Secured Obligations or claim payment from any person before enforcing the Security. This waiver applies irrespective of any law or provision of the Finance Documents to the contrary.

9.4 Non-competition

Subject as provided below, until the Agent is satisfied that all of the Secured Obligations have been unconditionally and irrevocably paid and discharged in full, the Chargor shall not, by virtue of any payment made, security realised or moneys received or recovered under any of the Finance Documents for or on account of the liability of any Obligor:

The Chargor shall hold in trust for and forthwith pay or transfer to the Agent for the benefit of the Beneficiaries any payment or distribution or benefit of security received by it contrary to the above. If the Chargor exercises any right of set-off contrary to the above it will forthwith pay an amount equal to the amount set off to the Agent for the benefit of the Beneficiaries. Notwithstanding the foregoing, following any enforcement of the Security by the Agent under this Charge, the Chargor will (at its own cost) promptly take such steps or actions as are referred to above as the Agent may from time to time stipulate.

9.5 Security held by the Chargor

The Chargor warrants that it has not taken, and agrees that it will not take, from any other Obligor or any person party to any related security any Lien, guarantee, indemnity, bond or other assurance in respect of or in connection with its obligations under this Charge. If the Chargor takes any such Lien, guarantee, indemnity, bond or other assurance in contravention of this Clause, it shall hold it on trust for the Beneficiaries until such time as all of the Secured Obligations have been satisfied in full (and the Beneficiaries are not under any further obligation, actual or contingent, to any Obligor) and shall on request promptly deposit the same with and/or charge the same to the Beneficiaries in such manner as the Agent may require as security for the due and punctual payment, performance and discharge by the Chargor of the Secured Obligations.

9.6 Continuing Security

The Security constituted by this Charge shall be a continuing security and will extend to the ultimate balance of the Secured Obligations notwithstanding any interim or intermediate payment, discharge or settlement of account or other matter whatsoever and is in addition to and shall not merge with or otherwise prejudice or affect (or be prejudiced or affected by) the security constituted by any Lien, guarantee or other assurance now or hereafter held by the Agent or any right or remedy of the Agent in respect of the same and shall not be in any way prejudiced or affected by the invalidity thereof, or by the Agent now or hereafter dealing with, exchanging, releasing, modifying or abstaining from perfecting or enforcing any of the same, or any rights which it may now or hereafter have, or giving time for payment or indulgence or compounding with any other person liable.

9.7 Reinstatement

10. ENFORCEABILITY OF SECURITY

11. ENFORCEMENT OF SECURITY

11.1 General

For the purposes of all rights and powers implied or granted by statute, the Secured Obligations are deemed to have become due and payable on the date of this Charge and the restriction on the consolidation of mortgages and on power of sale imposed by Sections 93 and 103 of the Act do not apply to the Security.

11.2 Protection of Third Parties

No person (including a purchaser) dealing with the Agent or any of its agents or nominees will be concerned to enquire:

(a) whether the Secured Obligations have become payable; or

(c) whether any money remains due under the Finance Documents; or

(d) how any money paid to the Agent is to be applied.

In the absence of bad faith on the part of such purchaser or other person, such dealings shall be deemed, so far as regards the safety and protection of such purchaser or other person, to be within the powers conferred by this Charge and to be valid accordingly. The remedy of the Chargor in respect of any impropriety or irregularity in the exercise of such power shall be in damages only.

11.3 Delegation

The Agent may at any time delegate by power of attorney or in any other manner to any person or persons any of the powers (including the power of attorney contained in Clause 12), authorities and discretions which are for the time being exercisable by the Agent under this Charge in relation to the Security Assets. Any such delegation may be made upon such terms (including power to sub-delegate) and subject to such regulations as the Agent may think fit. The Agent shall not be in any way liable or responsible to the Chargor for any loss or damage arising from any act, default, omission or misconduct on the part of any such delegate or sub-delegate.

11.4 Suspense Accounts

The Agent may at any time and from time to time place and keep (for such time as it shall consider prudent) any monies received, recovered or realised from the Chargor or in relation to any Security Assets of the Chargor in a separate suspense account (to the credit of either the Chargor or the Agent as the Agent shall think fit) without any intermediate obligation on its part to apply the same or any part thereof in or towards the discharge of the Secured Obligations provided that if such monies are at any time sufficient to discharge the Secured Obligations in full, they shall be promptly so applied.

11.5 Agent’s Power to Remedy Breaches

If at any time the Chargor fails to perform any of the covenants contained in this Charge it shall be lawful for the Agent, but the Agent shall have no such obligation, to take such action on behalf of the Chargor (including, without limitation, the payment of money) as may in the Agent’s opinion be required to ensure that such covenants are performed. Any losses, costs, charges and expenses incurred by the Agent in taking such action shall be reimbursed by the Chargor immediately on written demand.

12. POWER OF ATTORNEY

12.1 Appointment

The Chargor, by way of security, hereby irrevocably appoints the Agent to be its attorney (with full power of substitution and delegation) to take any action which it is obliged to take under this Charge following the occurrence of an Event of Default which is continuing and generally in its name and on its behalf to exercise all or any of the powers, authorities and discretions conferred by this Charge or by statute on the Agent, and (without limiting the foregoing) to seal, deliver (using the company seal where appropriate) and otherwise perfect and do any deed, assurance, agreement, instrument, act or thing which it may deem proper for the purpose of exercising such powers, authorities and discretions.

12.2 Ratification

The Chargor covenants with the Agent that, on request, it will ratify and confirm all security agreements, documents and acts and all transactions entered into by the Agent (or by the Chargor at the instance of the Agent) in the exercise or purported exercise of its powers set out in this Charge and the Chargor irrevocably acknowledges and agrees that the power of attorney contained in this Clause 12 is given to secure the proprietary interest of, and the performance of obligations owed to, the respective donees within the meaning of the Powers of Attorney Act 1971.

13. INDEMNITIES

13.1 General

The Chargor hereby unconditionally and irrevocably agrees as primary obligor and not merely as surety to indemnify and hold harmless the Agent (and its nominees) and each Beneficiary from time to time on demand against all losses, actions, claims, expenses, demands or liabilities whether in contract, tort, pursuant to breach of statute or otherwise now or hereafter incurred by it or any of them or by any of their respective managers, agents, officers or employees occasioned by any breach by the Chargor of any of its covenants or other obligations under this Charge or otherwise arising out of or in connection with the Security Assets or the Security.

13.2 Taxes

The Chargor agrees to indemnify the Agent and each Beneficiary on demand against all present or future stamp, withholding or other taxes or duties and any penalties or interest with respect thereto which may be imposed by any competent authority in connection with the execution or enforcement of this Charge, repayment and discharge of the Secured Obligations or in consequence of any payment made pursuant to this Charge being impeached or declared void for any reason whatsoever.

14. WAIVERS AND REMEDIES

14.1 Waivers

No failure or delay by any Beneficiary (or by Agent on their behalf) in exercising any right or remedy shall operate as a waiver thereof, nor shall any single or any partial exercise or waiver of any right or remedy preclude its further exercise or the exercise of any other right or remedy as though no waiver had been made and no relaxation or indulgence granted. The rights and remedies provided in this Charge are cumulative and not exclusive of any rights or remedies provided by law.

14.2 Severability

If any provision of this Charge shall be prohibited, illegal, invalid or unenforceable under applicable law, it shall be ineffective only to such extent and in the relevant jurisdiction, without invalidating or otherwise detrimentally affecting the remainder of this Charge.

15. REINSTATEMENT AND RELEASE

15.1 Reinstatement

Any settlement or discharge under this Charge between the Chargor and the Agent or the Beneficiaries (or any of them) shall be conditional upon no security or payment to the Agent or the Beneficiaries (or any of them) by any Obligor or the Chargor or any other person on behalf of any Obligor or, as the case may be, the Chargor being avoided or set aside or ordered to be refunded or reduced by or pursuant to any applicable law or regulation and, if such condition is not satisfied, the Agent and/or the Beneficiaries shall be entitled to recover from the Chargor on demand the value of any such security or the amount of any such payment as if such settlement or discharge had not occurred.

15.2 Release

Once all the Secured Obligations have been paid in full and neither the Agent nor any Beneficiary has any contingent liability to advance further monies to, or incur liability on behalf of any Obligor, the Agent and each Beneficiary shall, at the request and cost of the Chargor promptly, take any action which may be necessary to release, discharge and reassign the Security Assets from the Security.

16. DECLARATION OF TRUST

The Agent hereby declares that it holds the security constituted by this Charge as a trustee for and on behalf of the Beneficiaries on the basis of the duties, obligations and responsibilities set out in the Collateral Agency Agreement and shall have no implied duties, obligations or responsibilities (including without limitation but only to the extent permitted by law any duties, obligations or responsibilities provided for pursuant to the terms of the Trustee Act 2000 or otherwise). The proceeds of any enforcement of the security constituted by this Charge shall be applied in accordance with the provisions of the Subscription Agreement and the Collateral Agency Agreement.

17. MISCELLANEOUS

17.1 No Liability

In the execution or purported execution of the trusts and powers conferred on it under this Charge, the Agent shall not have any liability for any loss or damage arising by reason of any mistake or omission made in good faith or of any other act or omission, matter or thing whatever except for breach of trust arising from fraud, gross negligence or wilful misconduct on the part of the Agent. Without prejudice to the foregoing, if the Agent enters into possession of the Security Assets, it will not be liable to account as mortgagee in possession and may at any time at its discretion go out of such possession.

17.2 Powers of Agent

The powers, trusts, authorities and discretion conferred upon the Agent by this Charge shall be in addition to any which may from time to time be vested in it by any applicable law.

17.3 Currency

Any amount received or recovered by the Agent in respect of any sum expressed to be due to it from the Chargor under this Charge in a currency other than the currency (the “contractual currency”) in which such sum is so expressed to be due (whether as a result of, or the enforcement of, any judgement or order of a court or tribunal of any jurisdiction, the winding-up of the Chargor or otherwise) shall only constitute a discharge to the Chargor to the extent of the amount of the contractual currency that the Agent is able, in accordance with its usual practice, to purchase with the amount of the currency so received or recovered on the date of receipt or recovery (or, if later, the first date on which such purchase is practicable). If the amount of the contractual currency so purchased is less than the amount of the contractual currency so expressed to be due the Chargor shall indemnify the Agent against any loss sustained by it as a result, including the cost of making any such purchase.

17.4 Set Off

18. NOTICES

18.1 General

Any demand, notice or other communication or document to be made on or delivered to the Chargor under this Charge or in respect of the Secured Obligations shall be made or delivered by fax or otherwise in writing and shall be treated as having been served if served in accordance with Clause 18.2. Each demand, notice, communication or other document to be made on or delivered to any party to this Charge may (unless that party has by 10 working days’ written notice to the other party or parties specified another address or fax number) be made or delivered to that other person at the address or fax number set out under its name at the end of this Charge. For the purpose of this Clause 18 the term “working day” shall mean a day (other than a Saturday or a Sunday or bank or public holiday) upon which the recipient of any demand, notice, communication or other document is normally open for business in the country of its address for service referred to in this Clause 18.1 and references to any time of day shall be construed as references to the time of day in such country.

18.2 Mode of Service

Service of any demand, notice, communication or other document to be made or delivered under this Charge may be made:

(a) by leaving it at the relevant address for service referred to in Clause 18.1;

18.3 Deemed Service

Any demand, notice, communication or other document from the Chargor shall be irrevocable and shall not be effective until its actual receipt by the Agent. Any other demand, notice, communication or other document shall be served or treated as served at the following times:

18.4 Proof of Service

In proving service of a demand, notice, communication or other document served:

19. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

20. ASSIGNMENTS AND TRANSFERS

21. GOVERNING LAW AND JURISDICTION

21.1 Governing Law

This Charge and the rights and obligations of the parties to this Charge are governed by and to be construed in accordance with English law.

21.2 Jurisdiction

(a) Submission

The Chargor agrees for the benefit of the Agent that the courts of England shall have jurisdiction to hear and determine, any suit, action or proceeding, and to settle any dispute, which may arise out of or in connection with this Charge and, for such purposes, irrevocably submits to the jurisdiction of such courts.

(b) Forum

The Chargor irrevocably waives any objection which it might now or hereafter have to the courts referred to in Clause 21.2(a) being nominated as the forum to hear and determine any suit, action or proceeding, and to settle any dispute, which may arise out of or in connection with this Charge and agrees not to claim that any such court is not a convenient or appropriate forum.

(c) Service of process

The Chargor agrees that the process by which any suit, action or proceeding is begun may be served on it by being delivered to the Company as its registered office from time to time. If the appointment of such person ceases to be effective in respect of the Chargor, the Chargor shall immediately appoint a further person in England to accept service of process on its behalf in England and, failing such appointment within 15 days, the Agent shall be entitled to appoint such a person by notice to the Chargor. Nothing contained in this Charge shall affect the right to serve process in any other manner permitted by law.

(d) Other competent jurisdictions

The submission to the jurisdiction of the courts referred to in Clause 21.2(a) shall not (and shall not be construed so as to) limit the right of the Agent to take proceedings against the Chargor in any other court of competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not.

(e) Consent to enforcement

The Chargor hereby consents generally in respect of any legal action or proceeding arising out of or in connection with this Charge to the giving of any relief or the issue of any process in connection with such action or proceeding including, without limitation, the making, enforcement or execution against any property whatsoever of the Chargor (irrespective of its use or intended use) of any order or judgment which may be made or given in such action or proceeding.

IN WITNESS of which the Chargor has duly executed this Charge as a deed and intends to deliver and hereby delivers the same on the date first above written and, before such delivery, this Charge has been duly signed on behalf of the Agent, in the manner appearing below.

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SCHEDULE 1

The Shares

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SIGNATORIES

THE CHARGOR

EXECUTED as a DEED
by DIAMETRICS MEDICAL, INC
acting by DAVID B. KAYSEN
(CHIEF EXECUTIVE OFFICER)

/s/ David B. Kaysen

Address: 3050 Centre Point Drive, Suite 150

St. Paul
Minnesota 55113
United States of America

5

THE AGENT

SIGNED by BARBARA R. MITTMAN

/s/ Barbara R. Mittman