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STATE OF DELAWARE

SECRETARY OF STATE


DIVISION OF CORPORATIONS


FILED 05:00 PM 08/02/2001


010377894-2024725


i-STAT CORPORATION

CERTIFICATE OF DESIGNATIONS OF

SERIES C CONVERTIBLE PREFERRED STOCK


i-STAT Corporation (the Corporation), a
corporation organized and existing under the General Corporation
Law of the State of Delaware, does hereby certify that, pursuant
to authority conferred upon the Corporations Board of
Directors (the Board) by the
Corporations Restated Certificate of Incorporation, as
amended and including any Certificate of Designations filed
therewith (the Certificate), and pursuant to
Section 151 of the General Corporation Law of the State of
Delaware, the Board at a meeting duly held
August 1st, 2001, adopted resolutions
(i) authorizing a new series of the Corporations
previously authorized preferred stock, $0.10 par value per
share, and (ii) providing for the designations, preferences
and relative, participating, optional or other rights, and the
qualifications, limitations or restrictions thereof, of 25,000
shares of Series C Convertible Preferred Stock of the
Corporation, as follows:

RESOLVED, that the Corporation is authorized to issue 25,000
shares of Series C Convertible Preferred Stock, $0.01 par
value per share (the Series C Preferred
Stock), which shall have the following powers,
designations, preferences and other special rights:

Section 1.     Designation,
Amount and Par Value. The series of preferred stock shall be
designated as the Companys Series C Convertible
Preferred Stock (the Preferred Stock) and the
number of shares so designated shall be 25,000 (which shall not
be subject to increase without the consent of the holders of the
Preferred Stock (each a Holder and
collectively, the Holders)). Each share of
Preferred Stock shall have a par value of $.10 per share and a
stated value equal to the greater of (i) $1,000 and
(ii) an amount equal to 60% of the aggregate purchase price
paid by the original Holders pursuant to the Purchase Agreement
divided by the total number of shares of Preferred Stock issued
to the original Holders pursuant to the Purchase Agreement (the
Stated Value). Capitalized terms used and not
defined elsewhere in this certificate of designation shall have
the respective meanings ascribed to them in Section 5. Upon
any liquidation, dissolution or winding-up of the Company, no
Holder shall be entitled to any liquidation preference in
connection with its ownership of the shares of Preferred Stock.

Section 2.     Voting
Rights. Except as otherwise provided herein, and as
otherwise required by law, the Preferred Stock shall have no
voting rights. However, so long as any shares of Preferred Stock
are outstanding, the Company shall not, without the affirmative
vote of the Holders the shares of the Preferred Stock then
outstanding, (a) alter or change adversely the powers,
preferences or rights given to the Preferred Stock or alter or
amend this Certificate of Designations, (b) amend its
certificate or articles of incorporation or other charter
documents so as to affect adversely any rights of the Holders,
(c) increase the authorized number of shares of Preferred
Stock, or (d) enter into any agreement with respect to the
foregoing.





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Section 3.     Conversion.

(a)(i)  Conversion at the option of Holder. Subject
to the limitations set forth in Section 3(a)(iii), each
share of Preferred Stock shall be convertible into shares of
Common Stock at the Conversion Ratio, at the option of the
Holder, at any time and from time to time from and after the
125th day following the Original Issue Date (such
125th day, the Initial Conversion
Date), provided, that the Holder shall be
entitled, upon receipt of the Companys written consent, to
convert shares of Preferred Stock commencing the 63rd
day following the Original Issue Date, even if prior to the
Initial Conversion Date. Holders shall effect conversions by
providing the Company with the form of conversion notice
attached hereto as Exhibit A (a Conversion
Notice). Each Conversion Notice shall specify the
number of shares of Preferred Stock to be converted, the number
of shares of Preferred Stock owned prior to the conversion at
issue, number of shares of Preferred Stock owned subsequent to
the conversion at issue and the date on which such conversion is
to be effected, which date may not be prior to the date the
Holder delivers such Conversion Notice by facsimile (the
Holder Conversion Date). The number of shares
of Preferred Stock shown as owned by the Holder prior to and
giving effect to a conversion shall control absent manifest or
mathematical error. If no Holder Conversion Date is specified in
a Conversion Notice, the Holder Conversion Date shall be the
date that such Conversion Notice is deemed delivered hereunder.
To effect conversions of Preferred Stock, a Holder shall not be
required to surrender the certificate(s) representing such
shares of Preferred Stock to the Company unless all of the
shares of Preferred Stock represented thereby are so converted.

(ii)  Automatic Conversion. Subject to the
provisions of this paragraph and Section 4(b)(i), all of
the shares of Preferred Stock issued to the Holder on the
Original Issue Date less any shares of Preferred Stock for which
Conversion Notices have previously been received or for which
redemption has been made or required hereunder shall be
automatically converted on the 130th day following
the Original Issue Date (such 130th day, the
Automatic Conversion Date), at the Conversion
Ratio. If, on the Automatic Conversion
Date: (a)(1) the Underlying Shares Registration
Statement is not then effective; (b) there are not
sufficient shares of Common Stock authorized and reserved for
issuance upon such conversion; (c) the Common Stock is not
being listed or quoted for trading on the Nasdaq or on a
Subsequent Market or (d) an automatic conversion pursuant
to this Section shall violate the provisions of
Section 3(a)(iii), then the Holder shall be entitled to
delay the automatic conversion pursuant to this Section, in
whole or in part, until each applicable event or violation is
cured. Each of a Holder Conversion Date and the Automatic
Conversion Date is collectively referred to herein as a
Conversion Date.

(iii)  Certain Conversion Restrictions.

(A)  Notwithstanding anything to the contrary contained
herein, the number of shares of Common Stock that may be
acquired by a Holder upon any conversion of shares of Preferred
Stock (or otherwise in respect hereof) shall, until the
217th day following the Original Issue Date, be
limited to the extent necessary to insure that, following such
conversion (or other issuance), the total number of shares of
Common Stock then beneficially owned by such Holder and its
affiliates and any other persons whose beneficial ownership of
Common Stock would be aggregated with such Holders for
purposes of Section 13(d) of the Exchange Act, does not

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exceed 9.999% of the total number of issued and outstanding
shares of Common Stock (including for such purpose the shares of
Common Stock issuable upon such exercise). For such purposes,
beneficial ownership shall be determined in accordance with
Section 13(d) of the Exchange Act and the rules and
regulations promulgated thereunder. Each delivery of a
Conversion Notice hereunder will constitute a representation by
a Holder that it has evaluated the limitation set forth in this
paragraph and determined that issuance of the full number of
Underlying Shares requested in such Conversion Notice is
permitted under this paragraph. The Company will have no
obligation to issue shares of Common Stock in excess of the
limitation referred to in this Section until such time, if any,
as such shares of Common Stock may be issued in compliance with
such limitation. By written notice to the Company, a Holder may
waive the provisions of this Section, but (i) any such
waiver or increase will not be effective until the 61st day
after such notice is delivered to the Company, and (ii) any
such waiver will apply only to such Holder and not to any other
Holder.

(B)  The Company may not issue in excess of
3,713,195 shares of Common Stock (which equals 19.999% of
the number of shares of Common Stock outstanding on the Trading
Day immediately preceding the Original Issue Date) (subject to
equitable adjustment for stock splits, recombinations and
similar events affecting the Common Stock) upon conversions of
Preferred Stock at a price per share that is less than the
closing sales price of the Common Stock on the Trading Day
immediately preceding the Original Issue Date (such number of
shares, the Issuable Maximum). Each Holder
shall be entitled to a portion of the Issuable Maximum equal to
the quotient obtained by dividing: (x) the number of shares
of Preferred Stock issued and sold to such Holder on the
Original Issue Date by (y) the total number of shares of
Preferred Stock issued and sold by the Company on the Original
Issue Date. If any Holder shall no longer hold shares of
Preferred Stock, then such Holders remaining portion of
the Issuable Maximum shall be allocated pro-rata among the
remaining Holders.

(b)(i)  Not later than three Trading Days after each
Conversion Date, the Company will deliver to the Holder a
certificate or certificates which shall be free of restrictive
legends and trading restrictions (other than those required by
Section 4.1(b) of the Purchase Agreement) representing the
number of shares of Common Stock being acquired upon the
conversion of shares of Preferred Stock. The Company shall, upon
request of the Holder, if available, use its best efforts to
deliver any certificate or certificates required to be delivered
by the Company under this Section electronically through the
Depository Trust Corporation or another established clearing
corporation performing similar functions. If in the case of any
Conversion Notice such certificate or certificates are not
delivered to or as directed by the applicable Holder by the
fourth Trading Day after the Conversion Date, the Holder shall
be entitled to elect by written notice to the Company at any
time on or before its receipt of such certificate or
certificates thereafter, to rescind such conversion, in which
event the Company shall immediately return the certificates
representing the shares of Preferred Stock tendered for
conversion.

(ii)  In addition to any other rights available to the
Holder, if the Company fails to deliver to the Holder such
certificate or certificates pursuant to Section 3(b)(i), by
the fourth Trading Day after the Conversion Date, and if after
such fourth Trading Day the Holder purchases (in an open market
transaction or otherwise) Common Stock to deliver in
satisfaction of a sale by such Holder of the Underlying Shares
which the Holder was entitled to receive upon such conversion (a
Buy-In), then the Company shall (A) pay in cash
to the Holder the amount

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by which (x) the Holders total purchase price
(including brokerage commissions, if any) for the Common Stock
so purchased exceeds (y) the product of (1) the
aggregate number of shares of Common Stock that such Holder was
entitled to receive from the conversion at issue multiplied by
(2) the market price of the Common Stock at the time of the
sale giving rise to such purchase obligation and (B) at the
option of the Holder, either return the shares of Preferred
Stock for which such conversion was not honored or deliver to
such Holder the number of shares of Common Stock that would have
been issued had the Company timely complied with its conversion
and delivery obligations under Section 3(b)(i). For
example, if the Holder purchases Common Stock having a total
purchase price of $11,000 to cover a Buy-In with respect to an
attempted conversion of shares of Preferred Stock with respect
to which the market price of the Underlying Shares on the date
of conversion totaled $10,000, under clause (A) of the
immediately proceeding sentence the Company shall be required to
pay the Holder $1,000. The Holder shall provide the Company
written notice indicating the amounts payable to the Holder in
respect of the Buy-In. Nothing herein shall limit a
Holders right to pursue any other remedies available to it
hereunder, at law or in equity including, without limitation, a
decree of specific performance and/or injunctive relief with
respect to the Companys failure to timely deliver
certificates representing shares of Common Stock upon conversion
of the shares of Preferred Stock as required pursuant to the
terms hereof.

(c)(i) The conversion price for each share of Preferred
Stock in effect on any Conversion Date (the Conversion
Price) shall equal $18.45 (subject to equitable
adjustment for stock splits, recombinations and similar events),
provided, that on and after the 120th day
following the Original Issue Date (such 120th day,
the Reset Date), the Conversion Price shall
be reset to 88% of the average of the 20 VWAPs during the
20 Trading Days immediately preceding the Reset Date (subject to
equitable adjustment for stock splits, recombinations and
similar events).

(ii) If the Company, at any time while shares of Preferred
Stock are outstanding, shall distribute to all holders of Common
Stock (and not to Holders) evidences of its indebtedness or
assets or rights or warrants to subscribe for or purchase any
security, then in each such case the Conversion Price at which
each share of Preferred Stock shall thereafter be convertible
shall be determined by multiplying the Conversion Price in
effect immediately prior to the record date fixed for
determination of stockholders entitled to receive such
distribution by a fraction of which the denominator shall be the
Per Share Market Value determined as of the record date
mentioned above, and of which the numerator shall be such Per
Share Market Value on such record date less the then fair market
value at such record date of the portion of such assets or
evidence of indebtedness so distributed applicable to one
outstanding share of Common Stock as determined by the Board of
Directors in good faith. If the Holder shall dispute the
findings of the Companys Board of Directors, then such
fair market value shall be determined by the Companys
independent certified public accountants that regularly examine
the financial statements of the Company. In either case the
adjustments shall be described in a statement provided to the
Holders of the portion of assets or evidences of indebtedness so
distributed or such subscription rights applicable to one share
of Common Stock. Such adjustment shall be made whenever any such
distribution is made and shall become effective immediately
after the record date mentioned above.

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(iii)  All calculations under this Section 3 shall be
made to the nearest cent or the nearest 1/100th of a share, as
the case may be. The number of shares of Common Stock
outstanding at any given time shall not include shares owned or
held by or for the account of the Company, and the disposition
of any such shares shall be considered an issue or sale of
Common Stock.

(iv)  Whenever the Conversion Price is adjusted pursuant to
the terms hereof the Company shall promptly mail to each Holder,
a notice setting forth the Conversion Price after such
adjustment and setting forth a brief statement of the facts
requiring such adjustment.

(v)  In case of any reclassification of the Common Stock,
or any compulsory share exchange pursuant to which the Common
Stock is converted into other securities, cash or property, the
Holders shall have the right thereafter to convert such shares
only into the shares of stock and other securities, cash and
property receivable upon or deemed to be held by holders of
Common Stock following such reclassification or share exchange,
and the Holders shall be entitled upon such event to receive
such amount of securities, cash or property as a holder of the
number of shares of Common Stock of the Company into which such
shares of Preferred Stock could have been converted immediately
prior to such reclassification or share exchange would have been
entitled. This provision shall similarly apply to successive
reclassifications or share exchanges.

(vi)  Subject to Section 4, in case of any merger or
consolidation of the Company with or into another Person, or
sale by the Company of more than one-half of the assets of the
Company (on an as valued basis) in one or a series of related
transactions, a Holder shall have the right thereafter to
convert its shares of Preferred Stock into the shares of stock
and other securities, cash and property receivable upon or
deemed to be held by holders of Common Stock following such
merger, consolidation or sale, and such Holder shall be entitled
upon such event or series of related events to receive such
amount of securities, cash and property as the shares of Common
Stock into which such shares of Preferred Stock could have been
converted immediately prior to such merger, consolidation or
sales would have been entitled. The terms of any such merger,
sale or consolidation shall include such terms so as continue to
give the Holders the right to receive the securities, cash and
property set forth in this Section upon any conversion or
redemption following such event. This provision shall similarly
apply to successive such events.

(vii)  If (a) the Company shall declare a dividend (or
any other distribution) on the Common Stock, (b) the
Company shall declare a special nonrecurring cash dividend on or
a redemption of the Common Stock, (c) the Company shall
authorize the granting to all holders of Common Stock, rights or
warrants to subscribe for or purchase any shares of capital
stock of any class or of any rights, (d) the approval of
any stockholders of the Company shall be required in connection
with any reclassification of the Common Stock, any consolidation
or merger to which the Company is a party, any sale or transfer
of all or substantially all of the assets of the Company, or any
compulsory share of exchange whereby the Common Stock is
converted into other securities, cash or property, or
(e) the Company shall authorize the voluntary or
involuntary dissolution, liquidation or winding up of the
affairs of the Company; then the Company shall notify the
Holders at their last addresses as they shall appear

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upon the stock books of the Company, at least 20 calendar days
prior to the applicable record or effective date hereinafter
specified, a notice stating (x) the date on which a record
is to be taken for the purpose of such dividend, distribution,
redemption, rights or warrants, or if a record is not to be
taken, the date as of which the holders of Common Stock of
record to be entitled to such dividend, distributions,
redemption, rights or warrants are to be determined or
(y) the date on which such reclassification, consolidation,
merger, sale, transfer or share exchange is expected to become
effective or close, and the date as of which it is expected that
holders of Common Stock of record shall be entitled to exchange
their Common Stock for securities, cash or other property
deliverable upon such reclassification, consolidation, merger,
sale, transfer or share exchange. Holders are entitled to
convert shares of Preferred Stock during the 20-day period
commencing the date of such notice to the effective date of the
event triggering such notice.

(d)  The Company covenants that it will at all times
reserve and keep available out of its authorized and unissued
shares of Common Stock solely for the purpose of issuance upon
conversion of Preferred Stock, each as herein provided, free
from preemptive rights or any other actual contingent purchase
rights of persons other than the Holders, not less than such
number of shares of Common Stock as shall be issuable upon the
conversion of all outstanding shares of Preferred Stock. The
Company covenants that all shares of Common Stock that shall be
so issuable shall, upon issue, be duly and validly authorized
and issued and fully paid and nonassessable.

(e)  Upon a conversion hereunder the Company shall not be
required to issue stock certificates representing fractions of
shares of Common Stock, but may if otherwise permitted, make a
cash payment in respect of any final fraction of a share based
on the Per Share Market Value at such time. If any fraction of
an Underlying Share would, except for the provisions of this
Section, be issuable upon a conversion hereunder, the Company
shall pay an amount in cash equal to the Conversion Ratio
multiplied by such fraction.

(f)  The issuance of certificates for Common Stock on
conversion of Preferred Stock shall be made without charge to
the Holders thereof for any documentary stamp or similar taxes
that may be payable in respect of the issue or delivery of such
certificate, provided that the Company shall not be required to
pay any tax that may be payable in respect of any transfer
involved in the issuance and delivery of any such certificate
upon conversion in a name other than that of the Holder of such
shares of Preferred Stock so converted.

(g)  Any and all notices or other communications or
deliveries to be provided by the Holders of the Preferred Stock
hereunder, including, without limitation, any Conversion Notice,
shall be in writing and delivered personally, by facsimile or
sent by a nationally recognized overnight courier service,
addressed to the attention of the Chief Financial Officer of the
Company addressed to 104 Windsor Center Drive, East Windsor, NJ
08520, Facsimile No.: (609) 243-9311, attention Chief
Financial Officer, or to such other address or facsimile number
as shall be specified in writing by the Company for such
purpose. Any and all notices or other communications or
deliveries to be provided by the Company hereunder shall be in
writing and delivered personally, by facsimile or sent by a
nationally recognized overnight courier service, addressed to
each Holder at the facsimile telephone number or address of such
Holder appearing on the books of the Company, or if no such
facsimile telephone number or address appears, at the principal
place of business of the Holder. Any notice or other
communication or deliveries

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Section 4.     Redemption.
During the period between the Reset Date and the 5th day
following the Reset Date, if the Conversion Price (subsequent to
the reset pursuant to Section 3(c)(i)) shall be less than
the average of the 5 VWAPs during a period which
includes the Original Issue Date and the 4 Trading Days
immediately following the Original Issue Date, provided,
that such number shall not be greater than $10.00 nor less than
the greater of (A) $9.00 and (B) the greater of
(i) average of the Per Share Market Values for the five
Trading Days preceding the Original Issue Date and (ii) the
Per Shares Market Value for the Trading Day immediately
preceding the Original Issue Date, (subject to equitable
adjustment for stock splits, recombinations and similar events,
the Target Price), the Holder shall have a
one-time right to require the Company to redeem all or a portion
of the shares of Preferred Stock then held by such Holder and
the Company shall have a one-time right to redeem all or a
portion of the shares of Preferred Stock then held by such
Holder, in each case, for a redemption price equal to the
aggregate Stated Value for such shares of Preferred Stock being
redeemed (such price, the Redemption Price).
In addition, if the Underlying Shares Registration Statement is
not declared effective by the Commission on or before the Reset
Date, the Holder may require the Company to redeem all or a
portion of the shares of Preferred Stock then held by such
Holder for the Redemption Price. The redemption obligations of
the Company pursuant to this Section shall be secured by those
certain standby letters of credit, dated as of the Original
Issue Date (collectively, the Letter of
Credit), issued by PNC Bank, National Association
(PNC). In connection with any request for
redemption of shares of Preferred Stock by a Holder, such Holder
shall simultaneously deliver to PNC a redemption notice to the
Company and a draw certificate in the form provided for in the
Letter of Credit (the Draw Certificate), with
a copy of each such item to the Company. In connection with any
request for redemption of shares of Preferred Stock by the
Company, the Company shall deliver a redemption notice to the
Holder and, unless the Holder elects to convert such shares of
Preferred Stock pursuant to the last sentence of this Section,
the Holder shall thereafter deliver to PNC a redemption notice
and the Draw Certificate. Assuming due compliance by the Holder
with the completion and delivery of the Draw Certificate
pursuant to the terms of the Letter of Credit, the Redemption
Price shall be due and payable in cash by PNC on the first
(1st) Trading Day following the date on which the
redemption notice and Draw Certificate is delivered by the
Holder to PNC (such 1st Trading Day, the Payment
Date). Assuming due compliance by the Holder with the
completion and delivery of the Draw Certificate pursuant to the
terms of the Letter of Credit, if PNC fails to pay the
Redemption Price hereunder in full pursuant to this Section on
the Payment Date, then, the Company shall immediately pay the
Redemption Price, provided, that the Holder may:
(i) require the Company to pay interest on all or any
portion of the unpaid Redemption Price at a rate of 18% per
annum (or the lesser amount permitted by applicable law),
accruing daily from the Payment Date until the Redemption Price,
plus all such interest thereon, is paid in full or (ii)

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deem such redemption null and void with respect to all or any
portion of the shares of Preferred Stock for which the
Redemption Price has not been paid in full and convert such
shares of Preferred Stock pursuant to Section 3(a)(ii)
hereof. Notwithstanding anything herein to the contrary, if the
Company elects to redeem shares of Preferred Stock pursuant to
the terms hereof, then the Holder shall be entitled to convert
all or a portion of the shares of Preferred Stock subject to the
Companys redemption notice by delivery of a notice to the
Company no later than one (1) Trading Day following the
Holders receipt of the Companys redemption notice,
provided, that the Conversion Price for any such
conversion shall equal the Target Price.

Section 5.  Definitions. For the purposes
hereof, the following terms shall have the following meanings:

Commission means the Securities and Exchange
Commission.

Common Stock means the Companys common
stock, par value $0.15 per share, and stock of any other class
into which such shares may hereafter have been reclassified or
changed.

Conversion Ratio means, at any time, a
fraction, the numerator of which is Stated Value and the
denominator of which is the Conversion Price at such time.

Exchange Act means the Securities Exchange
Act of 1934, as amended.

Nasdaq means the Nasdaq National Market.

Original Issue Date shall mean the Closing
Date (as defined in the Purchase Agreement).

Per Share Market Value means, for any date,
the price determined by the first of the following clauses that
applies: (a) if the Common Stock is then listed or quoted
on the Nasdaq or a Subsequent Market, the closing bid price per
share of the Common Stock for such date (or the nearest
preceding date) on the Nasdaq or such Subsequent Market on which
the Common Stock is then listed or quoted; (b) if prices
for the Common Stock are then quoted on the OTC Bulletin Board,
the closing bid price per share of the Common Stock for such
date (or the nearest preceding date) so quoted; (c) if
prices for the Common Stock are then reported in the Pink
Sheets published by the National Quotation Bureau
Incorporated (or a similar organization or agency succeeding to
its functions of reporting prices), the most recent bid price
per share of the Common Stock so reported; or (d) in all
other cases, the fair market value of a share of Common Stock as
determined by an independent appraiser selected in good faith by
a majority-in-interest of the Holders.

Person means a corporation, an association, a
partnership, an organization, a business, an individual, a
government or political subdivision thereof or a governmental
agency.

Purchase Agreement means the Securities
Purchase Agreement, dated as of August 2, 2001, to which
the Company and the original Holders are parties, as amended,
modified or supplemented from time to time in accordance with
its terms.

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Registration Rights Agreementmeans the
Registration Rights agreement, dated as of August 2, 2001,
to which the Company and the original Holders are parties, as
amended, modified or supplemented from time to time in
accordance with its terms.

Securities Actmeans the Securities Act of
1933, as amended.

Subsequent Marketmeans either the New York
Stock Exchange, American Stock Exchange or Nasdaq SmallCap
Market.

Trading Daymeans (a) a day on which the
shares of Common Stock are traded on the Nasdaq or on such
Subsequent Market on which the shares of Common Stock are then
listed or quoted, or (b) if the shares of Common Stock are
not listed on the Nasdaq or a Subsequent Market, a day on which
the shares of Common Stock are traded in the over-the-counter
market, as reported by the OTC Bulletin Board, or (c) if
the shares of Common Stock are not quoted on the OTC Bulletin
Board, a day on which the shares of Common Stock are quoted in
the over-the-counter market as reported by the National
Quotation Bureau Incorporated (or any similar organization or
agency succeeding its functions of reporting prices); provided,
that in the event that the shares of Common Stock are not listed
or quoted as set forth in (a), (b) and (c) hereof, then Trading
Day shall mean any day except Saturday, Sunday and any day which
shall be a legal holiday or a day on which banking institutions
in the State of New York are authorized or required by law or
other government action to close.

Transaction Documentsshall have the meaning
set forth in the Purchase Agreement.

Underlying Sharesmeans, collectively, the
shares of Common Stock into which the share of Preferred Stock
are convertible in accordance with the terms hereof.

Underlying Shares Registration Statementmeans a registration statement that meets the requirements
of the Registration Rights agreement and registers the resale of
all Registrable Securities (as defined in the Registration
Rights Agreement) by the Holder, who shall be named as a
selling stockholder thereunder.

VWAPmeans the daily volume weighted average
price (as reported by Bloomberg Financial L.P. using the
VAP function for the date in question (it being
understood that the average of the VWAPs for a certain
number of Trading Days shall be obtained by using the
HP function)) of the Common Stock on the date in
question, or if there is no such price on such date, then the
daily volume weighted average price on the date nearest
preceding such date.

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IN WITNESS WHEREOF, the Corporation has caused this Certificate
of Designation to be duly executed as of the 1st day of August,
2001.



| |                   
| | ------------------
| | i-STAT Corporation



| |     |                   
| | --- | ------------------
| | By: | /s/ ROGER J. MASON

| |        |                                                          
| | ------ | ---------------------------------------------------------
| |       
| | Name:  | Roger J. Mason                                           
| | Title: | Vice President of Finance
        Chief Financial Officer





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EXHIBIT A

NOTICE OF CONVERSION

(To be Executed by the Registered Holder



The undersigned hereby elects to convert the number of shares of
Series C Convertible Preferred Stock indicated below, into
shares of common stock, par value $0.15 per share (the
Common Stock), of i-STAT Corporation, a
Delaware corporation (the Company), according
to the conditions hereof, as of the date written below. If
shares are to be issued in the name of a person other than
undersigned, the undersigned will pay all transfer taxes payable
with respect thereto and is delivering herewith such
certificates and opinions as reasonably requested by the Company
in accordance therewith. No fee will be charged to the Holder
for any conversion, except for such transfer taxes, if any.

Conversion calculations:



| |                                                               
| | --------------------------------------------------------------
| | Date to Effect Conversion                                     
|
| | Number of shares of Preferred Stock to be Converted           
|
| | Stated Value of shares of Preferred Stock to be Converted     
|
| | Number of shares of Preferred Stock remaining after Conversion
|
| | Number of shares of Common Stock to be Issued                 
|
| | Applicable Conversion Price                                   
|
| | Signature                                                     
|
| | Name                                                          
| | Address                                                       

[     ]  By the delivery of this
Notice of Conversion the undersigned represents and warrants to
the Company that its ownership of the Common Stock does not
exceed the amounts determined in accordance with
Section 13(d) of the Exchange Act, specified under
Section 3(a)(iii)(A) of the certificate of designation
governing the rights and privileges of the Preferred Stock.

[Remainder of page intentionally left blank]

10



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| |                                                                                         
| | ----------------------------------------------------------------------------------------
| | SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 08:30AM 08/03/2001
010378235  2024725

CERTIFICATE OF CORRECTION

FILED TO CORRECT A CERTAIN ERROR


IN THE


CERTIFICATE OF DESIGNATIONS OF

SERIES C CONVERTIBLE PREFERRED STOCK


OF

i-STAT CORPORATION

Filed in the



i-STAT Corporation, a corporation organized and existing under
and by virtue of the laws of the State of Delaware (the
Corporation), DOES HEREBY CERTIFY:

FIRST:That the name of the Corporation is i-STAT
Corporation.

SECOND:That a Certificate of Designations of
Series C Convertible Preferred Stock of the Corporation
(the Series C Certificate) was filed on
August 2, 2001, and requires correction as permitted by
Section 103 of the General Corporation Law of the State of
Delaware (the DGCL).

THIRD:That the inaccuracies or defects in the
Series C Certificate be corrected as follows:



| |                                                                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)  The definition of Letter of Credit
        referenced in Section 4 of the Series C Certificate
        entitled Redemption is complete;                                                                                 
|
| | (b)  The number of days after which the Redemption
        Price is due and payable referenced in Section 4 of
        the Series C Certificate entitled
        Redemption is incorrectly stated as one
        (1) day; and
|
| | (c)  Reference to a Holder being deemed a
        creditor with respect to certain redemption rights referenced in
        Section 4 of the Series C Certificate entitled
        Redemption was omitted.                    

FOURTH:



| |                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------
| | (a)  Section 4 of the Series C Certificate entitled
        Redemption is hereby amended to read in its
        entirety as follows:



| |                                                                                                                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Section 4.  Redemption During the period
        between the Reset Date and the 5th day following the Reset Date,
        if the Conversion Price (subsequent to the reset pursuant to
        Section 3(c)(i)) shall be less than the average of the 5
        VWAPs during a period which includes the Original Issue
        Date and the 4 Trading



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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Days immediately following the Original Issue Date, provided,
        that such number shall not be greater than $10.00 nor less than
        the greater of (A) $9.00 and (B) the greater of
        (i) average of the Per Share Market Values for the five
        Trading Days preceding the Original Issue Date and (ii) the
        Per Share Market Value for the Trading Day immediately preceding
        the Original Issue Date (subject to equitable adjustments for
        stock splits, recombinations and similar events, the
        Target Price), the Holder shall have a one-time
        right to require the Company to redeem all or a portion of the
        shares of Preferred Stock then held by such Holder and the
        Company shall have a one-time right to redeem all or a portion
        of the shares of Preferred Stock then held by such Holder, in
        each case, for a redemption price equal to the aggregate Stated
        Value for such shares of Preferred Stock being redeemed (such
        price, the Redemption Price). In addition, if
        the Underlying Shares Registration Statement is not declared
        effective by the Commission on or before the Reset Date, the
        Holder may require the Company to redeem all or a portion of the
        shares of Preferred Stock then held by such Holder for the
        portion of the shares of Preferred Stock then held by such
        Holder for the Redemption Price. The redemption obligations of
        the Company pursuant to this Section shall be secured by those
        certain standby letters of credit, dated as of the Original
        Issue Date, as amended, and such additional standby letters of
        credit, as the case may be, which may be issued in accordance
        with Section 2.3 of the Purchase Agreement (collectively,
        the Letter of Credit), issued by PNC Bank,
        National Association (PNC). In connection
        with any request for redemption of shares of Preferred Stock by
        a Holder, such Holder shall simultaneously deliver to PNC a
        redemption notice to the Company and a draw certificate in the
        form provided for in the Letter of Credit (the Draw
        Certificate), with a copy of each such item to the
        Company. In connection with any request for redemption of shares
        of Preferred Stock by the Company, the Company shall deliver a
        redemption notice to the Holder and, unless the Holder elects to
        convert such shares of Preferred Stock pursuant to the last
        sentence of this Section, the Holder shall thereafter deliver to
        PNC a redemption notice and the Draw Certificate. Assuming due
        compliance by the Holder with the completion and delivery of the
        Draw Certificate pursuant to the terms of the Letter of Credit,
        the Redemption Price shall be due and payable in cash by PNC on
        the second (2nd) Trading Day following the date on which the
        redemption notice and Draw Certificate is delivered by the
        Holder to PNC (such second (2nd) Trading Day, the
        Payment Date). Assuming due compliance by the
        Holder with the completion and delivery of the Draw Certificate
        pursuant to the terms of the Letter of Credit, if PNC fails to
        pay the Redemption Price hereunder in full pursuant to this
        Section on the Payment Date, then, the Holder may require the
        Company to immediately pay the Redemption Price,
        provided, that the Holder may: (i) require the
        Company to pay interest on all or any portion of the unpaid
        Redemption Price at a rate of 18% per annum (or the lesser
        amount permitted by applicable law), accruing daily from the
        Payment Date until the Redemption Price, plus all such interest
        thereon, is paid in full or (ii) deem such redemption null
        and void with respect to all or any portion of the share of
        Preferred Stock for which the Redemption Price has not been paid
        in full and convert such shares of Preferred Stock pursuant to
        Section 3(a)(ii) hereof. Unless the Holder deems such
        redemption null and void, the Holder shall

2



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provided


[SIGNATURE PAGE FOLLOWS]

3



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IN WITNESS WHEREOF, the undersigned has executed this
Certificate of Correction as the act and deed of the
Corporation, and affirms that the statements made herein are
true under the penalties of perjury, this 2nd day of August,
2001.



| |                   
| | ------------------
| | i-STAT Corporation



| |     |                   
| | --- | ------------------
| | By: | /s/ ROGER J. MASON

| |        |                                                          
| | ------ | ---------------------------------------------------------
| |       
| | Name:  | Roger J. Mason                                           
| | Title: | Vice President of Finance
        Chief Financial Officer

[SIGNATURE PAGE TO CERTIFICATE OF CORRECTION]