0001104659-05-057569 Sample Contracts

BCC ACQUISITION II LLC c/o Bay City Capital Fund I, L.P. 750 Battery Street, Suite 400 San Francisco, CA 94109
BCC Acquisition Ii LLC • November 23rd, 2005 • Electromedical & electrotherapeutic apparatus

This letter agreement shall be interpreted in accordance with and governed by the laws of the State of California applicable to agreements made and to be performed wholly within that jurisdiction, without reference to the conflicts of laws principles thereof.

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BCC ACQUISITION II LLC c/o Bay City Capital Fund I, L.P. 750 Battery Street, Suite 400 San Francisco, CA 94109
Instrument of Transfer • November 23rd, 2005 • BCC Acquisition Ii LLC • Electromedical & electrotherapeutic apparatus

BCC Acquisition II LLC, a Delaware limited liability company (“BCCAII”), has agreed to pay to Diametrics Medical, Inc., a Minnesota corporation (“DMED”), an amount up to but not to exceed $75,000 (the “Commitment”), pursuant to the terms of a letter agreement dated the date hereof.

BCC ACQUISITION II LLC
BCC Acquisition Ii LLC • November 23rd, 2005 • Electromedical & electrotherapeutic apparatus • California

This letter agreement shall in no way obligate, or be deemed to obligate, BCCAII to pay any amounts to any creditors of DMED with respect to the liabilities set forth on Exhibit A and neither such creditors nor any other party shall be a third party beneficiary of the agreements set forth herein.

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