
<PAGE>


                                                                      EXHIBIT 2


                            DIAMETRICS MEDICAL, INC.

                             STOCK PURCHASE WARRANT

THE WARRANTS EVIDENCED HEREBY AND THE SHARES OF STOCK ISSUABLE UPON EXERCISE
THEREOF HAVE NOT BEEN REGISTERED UNDER SECURITIES ACT OF 1933, AS AMENDED, AND
MAY NOT BE OFFERED OR SOLD WITHOUT REGISTRATION UNLESS AN EXEMPTION FROM
REGISTRATION IS AVAILABLE UNDER SUCH ACT OR THE RULES OR REGULATIONS PROMULGATED
THEREUNDER.

                                                                  June 28, 1999

                                     WARRANT

     To Subscribe for and Purchase Common Stock of Diametrics Medical, Inc.

     VOID AFTER 5:00 P.M., MINNEAPOLIS, MINNESOTA TIME, ON AUGUST 4, 2003,
OR IF NOT A BUSINESS DAY, AS DEFINED HEREIN, AT 5:00 P.M., MINNEAPOLIS TIME, ON
                    THE IMMEDIATELY PRECEDING BUSINESS DAY

This certifies that, for valuable consideration, receipt of which is hereby
acknowledged, Hewlett-Packard Company, and permitted successors and assigns
("Holder") is entitled to purchase from Diametrics Medical, Inc. a Minnesota
corporation (the "Company") up to and including 452,381 fully paid and
nonassessable shares (the "Number of Shares") of the common stock of the
Company, $.01 par value (the "Common Stock"), on the terms set forth herein
at an exercise price per share equal to $8.40 (the "Purchase Price"). The
Number of Shares and the Purchase Price may be adjusted from time to time as
described in this Warrant.

1.       EXERCISE.

1.1      TIME FOR EXERCISE. This Warrant may be exercised in whole or in part
at any time, and from time to time, during the period commencing on the date
of this Warrant and expiring on August 4, 2003.

1.2      MANNER OF EXERCISE. This Warrant shall be exercised by delivering it
to the Company with the exercise form duly completed and signed, specifying
the number of shares as to which the Warrant is being exercised at that time
(the "Exercise Number"). The Holder shall simultaneously deliver to the
Company cash or a certified check or wire transfer in an amount equal to the
Exercise Number multiplied by the Purchase Price, and the Holder shall be
entitled to receive the full Exercise Number of shares of Common Stock.

1.3      EFFECTIVE DATE OF EXERCISE. Promptly (but in any case within ten
business days) after any exercise, the Company shall deliver to the Holder
(a) duly executed certificates in the name or


<PAGE>

names specified in the exercise notice representing the aggregate number of
shares issuable upon such exercise, and (b) if this Warrant is exercised only
in part, a new Warrant of like tenor exercisable for the balance of the
Number of Shares. Such certificates shall be deemed to have been issued, and
the person receiving them shall be deemed to be a holder of record of such
shares, as of the close of business on the date the  actions required in
Section 1.2 shall have been completed or, if on that date   the stock
transfer books of the Company are closed, as of the next business day.

2.       TRANSFER OF WARRANTS AND STOCK.

2.1      TRANSFER RESTRICTIONS. This Warrant shall be freely transferable by
the Holder in accordance with the terms hereof; provided, however, that
neither this Warrant nor the securities issuable upon its exercise may be
sold, transferred or pledged unless the Company shall have been supplied with
reasonably satisfactory evidence that such transfer is not in violation of
the Securities Act of 1933, as amended (the "Securities Act"), and any
applicable state securities laws. The Company may place a legend to that
effect on this Warrant, any replacement Warrant and each certificate
representing shares issuable upon exercise of this Warrant. Subject to the
satisfaction of this condition only, this Warrant shall be freely
transferable by the Holder.

2.2      MANNER OF TRANSFER. Upon delivery of this Warrant to the Company
with the assignment form duly completed and signed, the Company will promptly
(but in any case within five (5) business days) execute and deliver to each
transferee and, if applicable, the Holder, Warrants of like tenor evidencing
the rights (a) of the transferee(s) to purchase the Number of Shares
specified for each in the assignment forms, and (b) of the Holder to purchase
any untransferred portion, which in the aggregate shall equal the number of
Shares of the original Warrant. If this Warrant is properly assigned in
compliance with Section 2, it may be exercised by an assignee without having
a new Warrant issued.

2.3      LOSS, DESTRUCTION OF WARRANT CERTIFICATES. Upon receipt of (a)
evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of any Warrant and (b) except in the case of
mutilation, an indemnity or security reasonably satisfactory to the Company,
the Company will promptly (but in any case within five (5) business days)
execute and deliver a replacement Warrant of like tenor representing the
right to purchase the same Number of Shares.

3.       COST OF ISSUANCES. The Company shall pay all expenses, transfer
taxes and other charges payable in connection with the preparation, issuance
and delivery of stock certificates or replacement Warrants, except for any
transfer tax or other charge imposed as a result of (a) any issuance of
certificates in any name other than the name of the Holder, or (b) any
transfer of the Warrant. The Company shall not be required to issue or
deliver any Stock certificate or Warrant until it receives reasonably
satisfactory evidence that any such tax or other charge has been paid by the
Holder.

4.       ANTI-DILUTION PROVISIONS. If any of the following events occur at
any time hereafter during the life of this Warrant, then the Purchase Price
and the Number of Shares immediately prior to such event shall be changed as
described in order to prevent dilution:

                                     2
<PAGE>


4.1      DIVIDENDS; STOCK SPLITS ETC. In case the Company shall (a) pay a
dividend in shares of Common Stock or make a distribution in shares of Common
Stock, (b) subdivide or reclassify its outstanding shares of Common Stock
into a greater number of shares, or (c) combine or reclassify its outstanding
shares of Common Stock into a smaller number of shares, the Number of Shares
purchasable upon the exercise of this Warrant immediately prior thereto shall
be adjusted so that the Number of Shares purchasable upon exercise of this
Warrant shall be determined by multiplying the Number of Shares theretofore
purchasable upon the exercise of this Warrant by a fraction, of which the
numerator shall be the number of shares of Common Stock outstanding
immediately following such action and of which the denominator shall be the
number of shares of Common Stock outstanding immediately prior thereto. Such
adjustment shall be made whenever any event listed above shall occur and
shall become effective immediately after the record date in the case of a
dividend and shall become effective immediately after the effective date in
the case of a subdivision, combination or reclassification. If the Company
declares a dividend in money on its Common Stock and at substantially the
same time offers its Stockholders a right to purchase new shares of Common
Stock or of capital stock of any other class from the proceeds of such
dividend, or for an amount substantially equal to such dividend, all shares
of Common Stock or of capital stock of any other class so issued shall for
purposes hereof be deemed issued as a Stock dividend.

4.2      ISSUANCE OF RIGHTS OR WARRANTS TO HOLDERS. In case the Company shall
issue rights, options or warrants to all holders of its shares of Common
Stock entitling them (for a period expiring within 45 days after the record
date therefor) to subscribe for or purchase shares of Common Stock at a price
per share which is lower at the record date mentioned below than the then
Current Market Price per share of Common Stock (as hereinafter defined), the
Number of Shares thereafter purchasable upon the exercise of this Warrant
shall be determined by multiplying the Number of Shares theretofore
purchasable upon exercise of this Warrant by a fraction, of which the
numerator shall be the number of shares of Common Stock outstanding on such
record date plus the number of additional shares of Common Stock offered for
subscription or purchase, and of which the denominator shall be the number of
shares of Common Stock outstanding on such record date plus the number of
shares which the aggregate offering price of the total number shares of
Common Stock so offered would purchase at the then Current Market Price per
share of Common Stock. For purposes of this Section 4.2, the issuance of
rights, options or warrants to subscribe for or purchase securities
convertible into Common Stock shall be deemed to be the issuance of rights,
options or warrants to purchase the Common Stock into which such securities
are convertible at an aggregate offering price equal to the aggregate
offering price of such securities plus the minimum aggregate amount (if any)
payable upon conversion of such securities into Common Stock.

4.3      MERGER; CONSOLIDATION; SALE OF ASSETS. In case of (a) the
consolidation or the merger of the Company, (b) the sale of all or
substantially all of the properties and assets of the Company to any Person,
(c) any capital reorganization by the Company, or (d) any voluntary or
involuntary dissolution, liquidation, or winding up of the Company, this
Warrant shall, after any such event, entitle the Holder to receive upon
exercise the number of shares of Stock or other securities or property
(including cash) of the Person (if applicable) resulting from such event,
which the holder of securities deliverable upon exercise of this Warrant (at
the time of such

                                     3
<PAGE>

event) would have been entitled to receive upon such event; and in any such
case the provisions of Section 4 with  respect to the rights and interests
thereafter of the holders of this Warrant   shall be appropriately adjusted
so as to be applicable, as nearly as practicable, to any shares of Stock or
other securities or any property (including cash) thereafter deliverable upon
exercise of this Warrant. The Person resulting from such sale or
consolidation or surviving such merger or to which such sale shall be made
shall execute and deliver to the Holder a supplemental agreement as provided
in Section 6.5 below. Any adjustment pursuant to this Section 4.3 which shall
be approved in good faith by the Board of Directors of the Company pursuant
to a resolution delivered to the Holder shall be conclusive for all purposes
hereof. For the purposes of this Agreement "person" means any individual,
partnership, firm, corporation, limited liability company or partnership,
association, trust, unincorporated organization or other entity, as well as
any syndicate or group that would be deemed to be a person under Section
13(d)(3) of the Securities Exchange Act of 1934, as amended.

4.4      OTHER DISTRIBUTIONS. In case the Company shall distribute to all
holders of its shares of Common Stock shares of Stock other than Common Stock
or evidences of its indebtedness or assets (excluding cash dividends or
distributions payable out of consolidated earnings or retained earnings and
dividends or distributions referred to in Section 4.1 above) or rights,
options, warrants or convertible or exchangeable securities containing the
right to subscribe for or purchase shares of Common Stock (excluding those
referred to in Section 4.2 above), then in each case the Number of Shares
thereafter purchasable upon the exercise of this Warrant shall be determined
by multiplying the Number of Shares theretofore purchasable upon the exercise
of this Warrant, by a fraction of which the numerator shall be the Current
Market Price per share of Common Stock on the record date mentioned below in
this Section 4.4 plus the then fair value (as reasonably determined by the
Board of Directors of the Company in good faith, whose determination shall be
conclusive absent manifest error, irrespective of the accounting treatment
thereof) of the portion of the shares of Stock other than Common Stock or
assets or evidences of indebtedness so distributed or of such subscription
rights, options or warrants, or of such convertible or exchangeable
securities applicable to one share of Common Stock, and of which the
denominator shall be the Current Market Price per share of Common Stock on
such record date. Such adjustment shall be made whenever any such
distribution is made, and shall become effective immediately after the record
date for the determination of Stockholders entitled to receive such
distribution.

4.5      ADDITIONAL ADJUSTMENT OF PURCHASE PRICE. Whenever the Number of
Shares purchasable upon the exercise of this Warrant is adjusted, as provided
herein, the Purchase Price payable upon exercise of this Warrant shall be
adjusted by multiplying such Purchase Price immediately prior to such
adjustment by a fraction, of which the numerator shall be the Number of
Shares purchasable upon the exercise of this Warrant immediately prior to
such adjustment, and of which the denominator shall be the Number of Shares
so purchasable immediately thereafter.

4.6      NO DE MINIMIS ADJUSTMENTS. No adjustment in the Purchase Price shall
be required unless such adjustment would require an increase or decrease of
at least 1% in such price; provided, however, that any adjustments which by
reason of this Section 4.6 are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All

                                     4
<PAGE>


calculations under this Section 4.6 shall be made to the nearest
one-twentieth of a cent or to the nearest one-hundredth of a share, as the
case may be.

4.7      TREASURY SHARES. For the purpose of Section 4, shares of Common
Stock or other securities held in the treasury of the Company shall not be
deemed to be outstanding, and the sale or other deposition of any shares of
Common Stock or other securities held in the treasury of the Company shall be
deemed an issuance thereof.

4.8      CORPORATE ACTION. Before taking any action which would cause an
adjustment reducing the Purchase Price below the then par value, if any, of
the shares of Common Stock issuable upon exercise of this Warrant, the
Company shall take any corporate action which may, in the opinion of its
counsel, be necessary in order that the Company may validly and legally issue
fully paid and nonassessable shares of Common Stock at such adjusted Purchase
Price.

4.9      INDEPENDENT PUBLIC ACCOUNTANTS. The certificate of a "Big Five" firm
of independent public accountants selected by the Board of Directors of the
Company shall be conclusive evidence of the correctness of any computation
made under Section 4.

4.10     NOTICE OF CERTAIN EVENTS. In case at any time prior to the
expiration date of this Warrant:

                  (i) the Company shall declare a dividend (or any other
         distribution) on the Common Stock (other than a dividend in cash out of
         retained earnings); or

                  (ii) the Company shall authorize the granting to the holders
         of Common Stock of rights or warrants to subscribe for or purchase any
         shares of stock of any class or of any other rights; or

                  (iii) there shall be any reclassification of the Common Stock
         of the Company (other than a subdivision or combination of its
         outstanding Common Stock); or

                  (iv) there shall be any capital reorganization by the
         Company; or

                  (v) there shall be a consolidation or merger involving the
         Company or sale of all or substantially all of the Company's property
         and assets (except a merger or other reorganization in which the
         Company shall be the surviving corporation or a consolidation, merger
         or sale with a wholly-owned subsidiary); or

                  (vi) there shall be voluntary or involuntary dissolution,
         liquidation and winding up by the Company or dividend or distribution
         to holders of Common Stock (other than the customary cash and stock
         dividends); or

                  (vii) any other action shall occur which would give rise to an
         adjustment to the Purchase Price or the Number of Shares hereunder,
         then in any one or more of said cases, the Company shall cause to be
         delivered to the Holder, at the earliest practicable time (and, in any
         event, not less than 25 days before any record date or other date set
         for definitive action), notice of the date on which the books of the
         Company shall close or a

                                     5
<PAGE>


         record shall be taken for such dividend, distribution or subscription
         rights or such reorganization, sale, consolidation, merger,
         dissolution, liquidation or winding up shall take place, as the case
         may be. Such notice shall also set forth such facts as shall indicate
         the effect of such action (to the extent such effect may be known at
         the date of such notice) on the Purchase Price and the kind and amount
         of the shares of stock and other securities and property deliverable
         upon exercise of this Warrant. Such notice shall also specify the date,
         if known, as of which the holders of record of the Common Stock shall
         participate in said dividend, distribution or subscription rights or
         shall be entitled to exchange their shares of the Common Stock for
         securities or other property (including cash) deliverable upon such
         reorganization, sale, consolidation, merger, dissolution, liquidation
         or winding up, as the case may be (on which date, in the event of
         voluntary or involuntary dissolution, liquidation, or winding up of
         the Company, other than dissolution, liquidation or winding up
         following a consolidation or merger of the Company with or into, or
         sale of substantially all of its assets to, another corporation, the
         rights to exercise this Warrant shall terminate).

4.11     OTHER SECURITIES ADJUSTMENTS. If as a result of Section 4, a Holder
is entitled to receive any securities other than Common Stock upon exercise
of this Warrant, the number and purchase price of such securities shall
thereafter be adjusted from time to time in the same manner as provided
pursuant to Section 4 for Common Stock. The allocation of purchase price
between various securities shall be made in writing by the Board of Directors
of the Company in good faith at the time of the event by which the holder
became entitled to receive new securities, and a copy sent to the Holder.

4.12     NOTICES OF ADJUSTMENTS. When any adjustment is required to be made
under Section 4, the Company shall promptly (a) determine such adjustments,
(b) prepare and retain on file a statement describing in reasonable detail
the method used in arriving at the adjustment; and (c) cause a copy of such
statement, together with any agreement required by Section 6.5, to be mailed
to the Holder within 10 days after the date on which the circumstances giving
rise to such adjustment occurred.

4.13     COMPUTATIONS AND ADJUSTMENTS. Upon each computation of an adjustment
under this Section 4, the Purchase Price shall be computed to the nearest
cent and the Number of Shares shall be calculated to the next highest whole
share. However, the fractional amount shall be used in calculating any future
adjustments. No fractional shares of Common Stock shall be issued in
connection with the exercise of this Warrant, but the Company shall, in the
case of the final exercise under this Warrant, make a cash payment for any
fractional shares based on the Current Market Price of the Common Stock on
the date of exercise. Notwithstanding any changes in the Purchase Price or
the Number of Shares, this Warrant, and any Warrants issued in replacement or
upon transfer thereof, may continue to state the initial Purchase Price and
the Number of Shares. Alternatively, the Company may elect to issue a new
Warrant or Warrants of like tenor for the additional shares of Common Stock
purchasable hereunder or, upon surrender of the existing Warrant, to issue a
replacement Warrant evidencing all the Warrants to which the Holder is
entitled after such adjustments.

                                     6
<PAGE>

4.14     EXERCISE BEFORE PAYMENT DATE. In the event that this Warrant is
exercised after the record date for any event requiring an adjustment, but
prior to the actual event, the Company may elect to defer payment of the
adjusted amount to the Holder until the actual event occurs; provided,
however, that the Company shall deliver a due bill or other appropriate
instrument to the Holder transferable to the same extent as the other
securities issuable on exercise evidencing the Holder's right to receive such
additional amount upon the occurrence of the event requiring such adjustment.

4.15     CURRENT MARKET PRICE. "Current Market Price" for the Common Stock on
any given date means (a) the closing price on the previous trading day for
the Common Stock on the principal stock exchange on which the Common Stock is
traded (or, in the case of issuances of stock options with an exercise price
equal to fair market value on the date of grant pursuant to the terms of a
plan, such date) or (b) if not so traded, the closing price (or, if no
closing price is available, the average of the bid and asked prices) for such
date on the NASDAQ if the Common Stock is listed on the NASDAQ or (c) if not
listed on any exchange or quoted on the NASDAQ, such value as may be
determined in good faith by the Company's Board of Directors, which
determination shall be conclusively binding on the parties.

5.       REDEMPTION.

5.1      REDEMPTION AT COMPANY'S OPTION. The Company may, upon 30 days prior
written notice (the "Redemption Notice") to the Holder, redeem all, but not
less than all of the Warrants granted hereunder that have not been exercised
before the date referred to in Section 5.2(d) at a redemption price of $0.05
per Warrant (the "Redemption Price"), so long as the Current Market Price (as
defined in Section 4.15(a) and (b) above) is greater than the following
prices (the "Target Prices") for any period of 20 consecutive trading days
preceding the date the Redemption Notice is given:

<TABLE>
<CAPTION>
                    TIME PERIOD                                 TARGET PRICE
                    -----------                                 ------------
          <S>                                                   <C>
          August 4, 1999-- August 4, 2000                          $12.10

          August 5, 2000-- August 4, 2001                          $14.52

          August 5, 2001-- August 4, 2002                          $17.42

          August 5, 2002-- August 4, 2003                          $20.90
</TABLE>

          The date fixed for redemption of this Warrant is referred to herein as
the "Redemption Date."

5.2      REDEMPTION NOTICE. The Redemption Notice shall specify (a) the
Redemption Price, (b) the Redemption Date, (c) the place where this Warrant
shall be delivered and the Redemption Price paid, and (d) that the right to
exercise the Warrant shall terminate at 5:00 p.m. (Minneapolis time) on the
business day immediately preceding the Redemption Date. No failure to mail
such notice nor any defect therein or in the mailing thereof shall affect the
validity of the proceedings for such redemption except as to a Holder (I) to
whom notice was not mailed (ii) whose notice was defective.

                                     7
<PAGE>

5.3      FAILURE TO EXERCISE. Any right to exercise this Warrant shall
terminate at 5:00 p.m. (Minneapolis time) on the business day immediately
preceding the Redemption Date. On and after the Redemption Date, the Holder
shall have no further rights except to receive, upon surrender of this
Warrant, the Redemption Price.

5.4      SURRENDER OF WARRANT. From and after the Redemption Date, the
Company shall, at the place specified in the Redemption Notice, upon
presentation and surrender to the Company by or on behalf of the Holder of
the Warrant to be redeemed, deliver or cause to be delivered to or upon the
written order of the Holder a sum in cash equal to the Redemption Price of
this Warrant. From and after the Redemption Date and upon the deposit or
setting aside by the Company of a sum sufficient to redeem this Warrant, it
shall expire and become void and all rights hereunder, except the right to
receive payment of the Redemption Price, shall cease.

5.5      ADJUSTMENTS. If the shares of Common Stock are subdivided or
combined into a greater or smaller number of shares of Common Stock, the
Target Prices shall be proportionally adjusted by the ratio which the total
number of shares of Common Stock outstanding immediately prior to such event
bears to the total number of shares of Common Stock to be outstanding
immediately after such event.

6.       COVENANTS. The Company agrees that:

6.1      RESERVATION OF STOCK. During the period in which this Warrant may be
exercised, the Company will reserve sufficient authorized but unissued
securities to enable it to satisfy its obligations on exercise of this
Warrant and shall use its reasonable best efforts to cause all shares of
Common Stock issued upon the exercise of this Warrant to be listed on any
exchanges on which the Common Stock is then listed. If at any time the
Company's authorized securities shall not be sufficient to allow the exercise
of this Warrant, the Company shall take such corporate action as may be
necessary to increase its authorized but unissued securities to be sufficient
for such purpose;

6.2      NO LIENS, ETC. All securities that may be issued upon exercise of
this Warrant will, upon issuance, be validly issued, fully paid,
nonassessable and free from all taxes, liens and charges with respect to the
issue thereof, and shall be listed on any exchanges on which that class of
securities is listed;

6.3      FURNISH INFORMATION. During the term of this Warrant, the Company
will promptly deliver to the Holder copies of all financial statements,
reports and proxy statements which the Company shall have sent to its
stockholders generally;

6.4      STOCK AND WARRANT TRANSFER BOOKS. Except upon dissolution,
liquidation or winding up or for ordinary holidays and weekends, the Company
will not at any time close its stock or warrant transfer books so as to
result in preventing or delaying the exercise or transfer of this Warrant; and

                                     8
<PAGE>

6.5      MERGER; CONSOLIDATION OR SALE OF ASSETS OF THE COMPANY. Except in
the case of a merger or consolidation where the consideration is payable
entirely in cash or obligations, the Company will not merge or consolidate
with or into any Person, or sell or otherwise transfer its property, assets
and business substantially as an entirety to a successor Person, unless the
Person resulting from such merger or consolidation (if not the Company), or
such successor Person, shall expressly assume, by supplemental agreement
reasonably satisfactory in form to the then Majority Holders (as defined
below) and executed and delivered to the Holder, the due and punctual
performance and observance of each and every covenant and condition of this
Agreement to be performed and observed by the Company. "Majority Holders", as
of any date, shall mean the holders of this Warrant (or replacement warrants
issued pursuant hereto) and of the substantially similar warrants issued
contemporaneously herewith pursuant to the Common Stock Purchase Agreement
(or replacement warrants issued pursuant thereto) who together have rights to
exercise such warrants for a majority of the Warrant Shares (as defined in
the Common Stock Purchase Agreement).

7.       STATUS OF HOLDER.

7.1      NOT A STOCKHOLDER. Unless the Holder exercises this Warrant in
writing, the Holder shall not be entitled to any rights (a) as a stockholder
of the Company with respect to the shares as to which the Warrant is
exercisable including, without limitation, the right to vote or receive
dividends or other distributions, or (b) to receive any notice of any
proceedings of the Company except as otherwise provided in this Warrant.

7.2      LIMITATION OF LIABILITY. Unless the Holder exercises this Warrant in
writing, the Holder's rights and privileges hereunder shall not give rise to
any liability for the Purchase Price or as a stockholder of the Company,
whether to the Company or its creditors.

8.       REGISTRATION RIGHTS. The shares purchasable upon exercisable of this
Warrant shall be Registerable Securities as defined in Section 10.1 of the
Common Stock Purchase Agreement.

9.       GENERAL PROVISIONS.

9.1      COMPLETE AGREEMENT; Modifications. This Warrant and any documents
referred to herein or executed contemporaneously herewith constitute the
parties' entire agreement with respect to the subject matter hereof and
supersede all agreements, representations, warranties, statements, promises
and understandings, whether oral or written, with respect to the subject
matter hereof. The Warrant may not be amended, altered or modified except by
a writing signed by the parties.

9.2      COOPERATION. Each party hereto agrees to execute any and all further
documents and writings and to perform such other reasonable actions which may
be or become necessary or expedient to effectuate and carry out this Warrant.

9.3      NOTICES. All notices under this Warrant shall be in writing and
shall be delivered by personal service or telecopy or certified mail return
receipt requested (if such service is not available, then by first class
mail), postage prepaid, to such address as may be designated from time to
time by the relevant party, and which shall initially be:

                                     9
<PAGE>


         (a)      IF TO THE COMPANY:

                           Diametrics Medical, Inc.
                           2658 Patton Road
                           Roseville, Minnesota 55113
                           Attention:  Chief Financial Officer
                           Telecopy:  (612) 639-8459

                           WITH A COPY TO:
                           Dorsey & Whitney LLP
                           Pillsbury Center South
                           220 South Sixth Street
                           Minneapolis, Minnesota 55402
                           Attention:  Kenneth Cutler
                           Telecopy:  (612) 340-8738

         (b)      IF TO THE HOLDER:

                           Hewlett-Packard Company
                           3000 Hanover Street, Mail Stop 20BT
                           Palo Alto, California 94304
                           Attention: Director, Corporate Development
                           Phone: (650) 857-1501
                           Fax: (650) 852-8342

                           WITH A COPY TO:
                           Hewlett-Packard Company
                           3000 Hanover Street, Mail Stop BQ
                           Palo Alto, California 94304
                           Attention: General Counsel
                           Phone: (650) 857-1501
                           Fax: (650) 857-4392

Any notice sent by certified mail shall be deemed to have been given
three days after the date on which it is mailed. All other notices shall be
deemed given when received. No objection may be made to the manner of delivery
of any notice actually received in writing by an authorized agent of a party.

9.4      NO THIRD-PARTY BENEFITS; SUCCESSORS AND ASSIGNS. None of the
provisions of this Warrant shall be for the benefit of, or enforceable by,
any third-party beneficiary. Except as provided herein to the contrary, this
Warrant shall be binding upon and inure to the benefit of the parties, their
respective successors and permitted assigns.

                                     10
<PAGE>


9.5      GOVERNING LAW. This Warrant concerns a Minnesota corporation, and
all questions with respect to the Warrant and the rights and liabilities of
the parties will be governed by the laws of Minnesota regardless of the
choice of law provisions of Minnesota or any other jurisdiction.

9.6      WAIVERS STRICTLY CONSTRUED. With regard to any power, remedy or
right provided herein or otherwise available to any party hereunder (a) no
waiver or extension of time shall be effective unless expressly contained in
a writing signed by the waiving party; and (b) no alteration, modification or
impairment shall be implied by reason of any previous waiver, extension of
time, delay or omission in exercise, or other indulgence.

9.7      SEVERABILITY. The validity, legality or enforceability of the
remainder of this Warrant shall not be affected even if one or more of its
provisions shall be held to be invalid, illegal or unenforceable in any
respect.

                                     11
<PAGE>


9.8      ATTORNEYS' FEES. Should any litigation or arbitration be commenced
(including any proceedings in a bankruptcy court) between the parties hereto
or their representatives concerning any provisions of this Warrant or the
rights and duties of any person or entity hereunder the party or parties
prevailing in such proceeding shall be entitled, in addition to such other
relief as may be granted, to the attorneys' fees and court costs incurred by
reason of such litigation.

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed effective as of June 28, 1999.

                  DIAMETRICS MEDICAL, INC.


                  By:  /s/ Laurence L. Betterley
                      -----------------------------------------------------

                  Title:  Senior Vice President and Chief Financial Officer
                         --------------------------------------------------

                                     12
<PAGE>



                                 ASSIGNMENT FORM


FOR VALUE RECEIVED, __________________________________ hereby sells, assigns
and transfers to the transferee named below the rights to purchase
______________ of the Number of Shares under this Warrant, together with all
rights, title and interest therein. The rights to purchase the remaining
Number of Shares shall remain the property of the undersigned.

Dated:  _____________________


                                           [NAME OF HOLDER]


                                           By_________________________________

                                           Name ______________________________
                                                     (Please Print)


                                           Address:____________________________

                                                   _____________________________

                                                   _____________________________

Employer Identification Number, Social
Security Number or other identifying
number:


____________________________________


                                      13
<PAGE>



                                  EXERCISE FORM

                     To Be Executed Upon Exercise Of Warrant

The undersigned hereby exercises the Warrant with regard to ___________
shares of Common Stock and herewith makes payment of the purchase price in
full. The undersigned requests that certificate(s) for such shares and the
Warrant for any unexercised portion of this Warrant be issued to the Holder.

Dated:_______________________________


                                          [NAME OF HOLDER]


                                          By_________________________________

                                          Name ______________________________
                                                    (Please Print)

                                           Address:____________________________

                                                   _____________________________

                                                   _____________________________

Employer Identification Number, Social
Security Number or other identifying
number:


____________________________________


                                      14

