CONTRIBUTION AGREEMENT

Contribution Agreement

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This Contribution Agreement involves

DIAMETRICS MEDICAL INC | The Members of Vanguard Synfuels, LLC

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Title: CONTRIBUTION AGREEMENT
Governing Law: New York Date: 9/26/2006
Industry: HTHEQP Law Firm: Adams & Reece LLP ;Sidley Austin LLP

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Contribution Agreement

Exhibit 2.1

CONTRIBUTION AGREEMENT

among

DIAMETRICS MEDICAL, INC.

(“Public Company”)

and

The Members of Vanguard Synfuels, LLC

(collectively, “Members”)

Dated as of September 20, 2006

TABLE OF CONTENTS


			PAGE
ARTICLE I DEFINITIONS			1

	1.1	Definitions	1
	1.2	Interpretation	7

ARTICLE II CONTRIBUTION OF MEMBERSHIP INTERESTS			8

	2.1	Sale and Purchase	8
	2.2	Payment of Exchange Consideration	8

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE MEMBERS			8

	3.1	Due Incorporation, etc.; Subsidiaries.	8
	3.2	Due Authorization	9
	3.3	Consents and Approvals; No Conflicts, etc.	9
	3.4	Capitalization.	10
	3.5	Financial Statements; No Undisclosed Liabilities.	11
	3.6	No Adverse Effects or Changes	12
	3.7	Title to Properties	13
	3.8	Condition and Sufficiency of Assets	14
	3.9	Real Property.	14
	3.10	Intellectual Property	15
	3.11	Contracts	15
	3.12	Permits	16
	3.13	Insurance	16
	3.14	Employee Benefit Plans and Employment Agreements	16
	3.15	Employment and Labor Matters.	17
	3.16	Capital Improvements	17
	3.17	Taxes.	17
	3.18	No Defaults or Violations	18
	3.19	Environmental Matters.	18
	3.20	Litigation.	19
	3.21	No Conflict of Interest	20
	3.22	Bank Accounts	20
	3.23	Claims Against Officers and Directors	20
	3.24	Improper and Other Payments	20
	3.25	No Other Agreement	20
	3.26	Brokers	20
	3.27	Accuracy of Statements	21
	3.28	Representations Related to the Issuance of the Shares.	21

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ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PUBLIC COMPANY TO THE MEMBERS			22

	4.1	Due Incorporation	22
	4.2	Due Authorization	22
	4.3	Consents and Approvals; No Conflicts, etc.	22
	4.4	Brokers	23
	4.5	Sigma Asset Purchase Agreement	23

ARTICLE V REPRESENTATIONS AND WARRANTIES OF PUBLIC COMPANY TO THE EXECUTIVES			23

	5.1	SEC Filings	23
	5.2	Valid Issuance of Securities	24
	5.3	Capitalization	24

ARTICLE VI COVENANTS OF THE MEMBERS			24

	6.1	Implementing Agreement	24
	6.2	Consents and Approvals	24
	6.3	Preservation of Business.	24
	6.4	Access to Information and Facilities	27
	6.5	Preservation of Membership Interests	27
	6.6	Resignation of Officers and Directors	27
	6.7	Supplemental Information	28
	6.8	Non-Competition.	28
	6.9	Exclusivity	29
	6.10	Tax Matters	29
	6.11	Closing Date Balance Sheet	29

ARTICLE VII COVENANTS OF PUBLIC COMPANY			30

	7.1	Implementing Agreement	30
	7.2	Consents and Approvals	30

ARTICLE VIII CONDITIONS PRECEDENT			30

	8.1	Consents and Approvals	30
	8.2	Warranties True as of Both Present Date and Closing Date	30
	8.3	Compliance with Agreements and Covenants	30
	8.4	Documents	31
	8.5	Disclosure Information	31
	8.6	No Material Adverse Change	31
	8.7	Actions or Proceedings	31

ARTICLE IX CONDITIONS PRECEDENT TO OBLIGATIONS OF THE MEMBERS			31

	9.1	Warranties True as of Both Present Date and Closing Date	31

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	9.2	Compliance with Agreements and Covenants	31
	9.3	Documents	31
	9.4	Actions or Proceedings	31
	9.5	Release of Guaranties	32
	9.6	Board of Director Appointments	32
	9.7	No Material Adverse Change	32

ARTICLE X CLOSING			32

	10.1	Closing	32
	10.2	Deliveries by the Members	32
	10.3	Deliveries by Public Company	33

ARTICLE XI TERMINATION			33

	11.1	Termination	33
	11.2	Effect of Termination	34

ARTICLE XII INDEMNIFICATION			34

	12.1	Survival	34
	12.2	Indemnification by the Members.	34
	12.3	Indemnification by Public Company.	35
	12.4	Claims	35
	12.5	Notice of Third Party Claims; Assumption of Defense	36
	12.6	Settlement or Compromise	36
	12.7	Failure of Indemnifying Person to Act	37
	12.8	Limitation on Indemnity Payments.	37
	12.9	Escrow	37
	12.10	Effect of Investigations	37
	12.11	Exclusive Remedy