WARRANT TO PURCHASE COMMON STOCK

Exhibit 10.24

WARRANT TO PURCHASE COMMON STOCK

THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

WARRANT TO PURCHASE COMMON STOCK

THIS WARRANT CERTIFIES THAT for value received, M.A.G. Capital, LLC, or its registered assigns (hereinafter called the “ Holder ”) is entitled to purchase from Diametrics Medical, Inc., a Minnesota corporation (hereinafter called the “ Company ”), the above referenced number of fully paid and nonassessable shares (the “ Shares ”) of common stock, par value $1.00 per share (the “ Common Stock ”) of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. This Warrant is issued in connection with that certain Warrant Subscription Agreement dated as of September 20, 2006, by and between the Company and Holder (the “ Subscription Agreement ”). The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.

1. Term and Exercise .

1.1 Term . This Warrant is exercisable in whole or in part (but not as to any fractional share of Common Stock), at any time and from time to time after the later of (x) the date that is six months after the Issuance Date and (y) the date of approval (the “Shareholder Approval Date”) by the shareholders of the Company of either (i) an amendment to the Company’s Amended and Restated Articles of Incorporation to increase the number of shares of Common Stock that the Company is authorized to issue or (ii) the merger of the Company into a wholly owned subsidiary of the Company incorporated in the State of Delaware, in either case resulting in a sufficient number of authorized shares for the Company to reserve a sufficient number of shares of authorized but unissued shares of Common Stock issuable upon exercise of this Warrant, but prior to 6:00 p.m. (New York Time) on the Expiration Date set forth above.

1.2 Warrant Price . The Warrant shall be exercisable at the Warrant Price referenced above.

1.3 Maximum Number of Shares . The maximum number of Shares of Common Stock exercisable pursuant to this Warrant is 3,250,000 Shares, subject to adjustment as set forth herein. However, notwithstanding anything herein to the contrary, in no event shall the Holder be permitted to exercise this Warrant for a number of Shares greater than the number that would cause the aggregate beneficial ownership of the Company’s Common Stock (calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of the Holder and all persons affiliated with the Holder to equal 9.99% of the Company’s Common Stock then outstanding; provided that the Holder shall be responsible for any calculation required for compliance with such 9.99% limit and shall provide the Company with a certificate setting forth such calculation at the time of any exercise of this Warrant in whole or in part.

1.4 Procedure for Exercise of Warrant . Holder may exercise this Warrant by delivering the following to the principal office of the Company in accordance with Section 5.1 hereof: (i) a duly executed Notice of Exercise in substantially the form attached as Schedule A and the certificate described in Section 1.3 hereof, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased.

1.5 Delivery of Certificate and New Warrant . In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the Holder or such other name or names as may be designated by the Holder, together with any other securities or other property which the Holder is entitled to receive upon exercise of this Warrant, shall be delivered to the Holder hereof, at the Company’s expense, within a reasonable time, not exceeding five (5) trading days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of Shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant Price was received by the Company, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is on a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such Shares at the close of business on the next succeeding date on which the stock transfer books are open.

1.6 Restrictive Legend . Each certificate for Shares shall bear a restrictive legend in substantially the form as follows, together with any additional legend required by (i) any applicable state securities laws and (ii) any securities exchange upon which such Shares may, at the time of such exercise, be listed:

“The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended and may not be sold, offered for sale, transferred or pledged in the absence of such registration or an exemption therefrom under such Act.”

Any certificate issued at any time in exchange or substitution for any certificate bearing such legend shall also bear such legend unless, in the opinion of counsel for the Holder thereof (which counsel shall be reasonably satisfactory to the Company), the securities represented thereby are not, at such time, required by law to bear such legend.

1.7 Fractional Shares . No fractional Shares shall be issuable upon exercise or conversion of the Warrant. If a fractional share interest arises upon any exercise or conversion of the Warrant, the Company shall round up the number of Shares to be issued to the nearest whole Share and the Holder shall increase the consideration due upon exercise by an amount computed by multiplying such fractional interest by the Warrant Price of a full Share then in effect.

1.8 Cashless Exercise .

(a) Holder may, at its option, in lieu of paying the Warrant Price upon exercise of this Warrant pursuant to Section 1.4 hereof, elect to receive instead a number of Shares computed using the following formula:

X= Y(A-B )

          A

Where X= the number of Shares issuable to Holder upon exercise of this Warrant under this Section 1.8, Y=the number of Shares for which this Warrant is then being exercised, in whole or in part, A=the Fair Market Value (as defined below) of one Share of Common Stock as of the exercise date; and B=the Warrant Price of one Share of Common Stock.

(b) For purposes of this Section 1.8, “ Fair Market Value ” of one Share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Fair Market Value shall be deemed to be the volume weighted average closing price of the Common Stock on such exchange for the five trading days immediately prior to the date the Holder delivers its Notice of Exercise to the Company (or if no reported sales took place on any of the five days, the last five trading days on which any such sales took place prior to the date of such notice); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Fair Market Value shall be deemed to be the volume weighted average closing price of the Common Stock on such exchange for the five trading days immediately prior to the date the Holder delivers its Notice of Exercise to the Company (or if no reported sales took place on any of the five days, the last five trading days on which any such sales took place prior to the date of such notice); and (iii) if not then traded on any public market, the Fair Market Value shall be the as mutually determined by the Holder and the Company or, if the Holder and the Company are unable to reach such agreement, as determined by a nationally recognized independent investment banker or valuation consultant (which has not been retained by the Company or any of its affiliates for the past two years preceding such determination) mutually acceptable to Holder and Company.

2. Representations, Warranties and Covenants .

2.1 Representations and Warranties .

(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has all necessary power and authority to perform its obligations under this Warrant;

(b) Subject to the Shareholder Approval, the execution, delivery and performance of this Warrant has been duly authorized by all necessary actions on the part of the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms; and

(c) Subject to the Shareholder Approval, this Warrant does not violate and is not in conflict with any of the provisions of the Company’s Amended and Restated Articles of Incorporation, Certificate of Designation, Bylaws and any resolutions of the Company’s Board of Directors or stockholders, or any agreement of the Company, and no event has occurred and no condition or circumstance exists that might (with or without notice or lapse of time) constitute or result directly or indirectly in such a violation or conflict.

2.2 Issuance of Shares . The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof and shall be listed on any exchanges on which the Common Stock is then listed. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant excluding the Holder’s income and other taxes not directly relating to the issuance of the Warrant or Common Stock. The Company further covenants and agrees that the Company will at all times when this Warrant is exercisable have authorized and reserved, free from preemptive right