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                                                                      Exhibit 14

                            DIAMETRICS MEDICAL, INC.
                       CODE OF BUSINESS CONDUCT AND ETHICS
                      FOR DIRECTORS, OFFICERS AND EMPLOYEES

Introduction

     This Code of Business Conduct and Ethics covers a wide range of business
practices and procedures. It does not cover every issue that may arise, but it
sets out basic principles to guide all employees, officers and directors of the
Company. All of our employees, officers and directors must conduct themselves
accordingly and seek to avoid even the appearance of improper behavior. The Code
shall also be provided to and followed by the Company's agents and
representatives, including consultants.

     If a law conflicts with a policy in this Code, you must comply with the
law; however, if a local custom or policy conflicts with this Code, you must
comply with the Code. Questions should be referred to the employee's supervisor
or to the Company's Chief Executive Officer or Chief Financial Officer.

     Those who violate the standards in this Code will be subject to
disciplinary action, up to and including termination of employment. If you are
in a situation that you believe may violate or lead to a violation of this Code,
follow the guidelines described in Sections 14 and 15 of this Code.

1.   Compliance with Laws, Rules and Regulations

     Obeying the law, both in letter and in spirit, is the foundation on which
this Company's ethical standards are built. All employees, officers and
directors must respect and obey the laws of the cities, states and countries in
which we operate. Although not all employees, officers and directors are
expected to know the details of these laws, it is important to know enough to
determine when to seek advice from supervisors, managers or other appropriate
personnel.

     If requested, the Company will hold information and training sessions to
promote compliance with laws, rules and regulations, including insider trading
laws.

2.   Conflicts of Interest

     A "conflict of interest" exists when a person's private interest interferes
in any way with the interests of the Company. A conflict situation can arise
when an employee, officer or director takes actions or has interests that may
make it difficult to perform his or her Company work objectively and
effectively. Conflicts of interest may also arise when an employee, officer or
director, or members of his or her family, receives improper personal benefits
as a result of his or her position in the Company. Loans to, or guarantees of
obligations of, employees and/or their family members may create conflicts of
interest.

     It is almost always a conflict of interest for a Company employee to work
simultaneously for a competitor, customer or supplier. Employees are not allowed
to work for a competitor as a consultant or board member. The best policy is to
avoid any direct or indirect business connection with our customers, suppliers
or competitors, except on our behalf.

     Directors should inform the Chairman of the Board/Chief Executive Officer
prior to accepting appointments to the board of directors or the advisory board
of any public or privately held company. The disclosure requirements and other
possible conflict of interest issues involved must be analyzed and discussed.

     Conflicts of interest are prohibited as a matter of Company policy, except
under guidelines approved by the Board of Directors. Conflicts of interest may
not always be clear-cut, so if an employee has a question, he or she should
consult with higher levels of management or the Company's Chief Executive or
Chief Financial Officer. Any employee, officer or director who becomes aware of
a conflict or potential conflict should bring it to the

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attention of a supervisor, manager or other appropriate personnel or consult the
procedures described in Section 15 of this Code.

3.   Insider Trading

     Employees, officers and directors who have access to confidential
information are not permitted to use or share that information for stock trading
purposes or for any other purpose except the conduct of our business. All
non-public information about the Company and its business relationships should
be considered confidential information. To use non-public information for
personal financial benefit or to "tip" others who might make an investment
decision on the basis of this information is not only unethical but also
illegal. If you have any questions, please consult the Company's Chief Financial
Officer.

4.   Corporate Opportunities

     Employees, officers and directors are prohibited from taking for themselves
personally opportunities that are discovered through the use of corporate
property, information or position without the consent of the Board of Directors.
No employee or director may use corporate property, information, or position for
improper personal gain, and no employee may compete with the Company directly or
indirectly. Employees, officers and directors owe a duty to the Company to
advance its legitimate interests when the opportunity to do so arises.

5.   Competition and Fair Dealing

     We seek to outperform our competition fairly and honestly. We seek
competitive advantages through superior performance, never through unethical or
illegal business practices. Stealing proprietary information, possessing trade
secret information that was obtained without the owner's consent, or inducing
such disclosures by past or present employees of other companies is prohibited.
Each employee should endeavor to respect the rights of and deal fairly with the
Company's customers, suppliers, competitors and employees. No employee should
take unfair advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts, or any other
intentional unfair-dealing practice.

     To maintain the Company's valuable reputation, compliance with our quality
processes and safety requirements is essential. In the context of ethics,
quality requires that our products and services be designed and manufactured to
meet our obligations to customers. All inspection and testing documents must be
handled in accordance with all applicable regulations.

     The purpose of business entertainment and gifts in a commercial setting is
to create good will and sound working relationships, not to gain unfair
advantage with customers. No gift or entertainment should ever be offered,
given, provided or accepted by any Company employee, director, agent, or family
member thereof, unless it: (1) is not a cash gift; (2) is consistent with
customary business practices; (3) cannot be construed as a bribe or payoff and
(4) does not violate any laws or regulations. Business gifts given or received
should be of nominal value. Employees should discuss with their supervisors or
the Company's Chief Financial Officer, any gifts or proposed gifts that they are
not certain are appropriate.

6.   Discrimination and Harassment

     The diversity of the Company's employees, officers and directors is a
tremendous asset. We are firmly committed to providing equal opportunity in all
aspects of employment and will not tolerate any illegal discrimination or
harassment of any kind. Examples include derogatory comments based on racial or
ethnic characteristics and unwelcome sexual advances.

7.   Health and Safety

     The Company strives to provide each employee with a safe and healthy work
environment. Each employee has responsibility for maintaining a safe and healthy
workplace for all employees by following safety and health rules and practices
and reporting accidents, injuries and unsafe equipment, practices or conditions.

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     Violence and threatening behavior are not permitted. Employees should
report to work in condition to perform their duties, free from the influence of
illegal drugs or alcohol. The use of illegal drugs in the workplace will not be
tolerated.

8.   Record-Keeping

     The Company requires honest and accurate recording and reporting of
information in order to make responsible business decisions. For example, only
the true and actual number of hours worked should be reported.

     Many employees regularly use business expense accounts, which must be
documented and recorded accurately. If you are not sure whether a certain
expense is legitimate, ask your supervisor or the Company's controller. All of
the Company's books, records, accounts and financial statements must be
maintained in reasonable detail, must appropriately reflect the Company's
transactions and must conform both to applicable legal requirements and to the
Company's system of internal controls. Unrecorded or "off the books" funds or
assets should not be maintained unless permitted by applicable law or
regulation.

     Business records and communications often become public, and we should
avoid exaggeration, derogatory remarks, guesswork, or inappropriate
characterizations of people and companies that can be misunderstood. This
applies equally to e-mail, internal memos, and formal reports. Records should
always be retained or destroyed according to the Company's record retention
policies. In accordance with those policies, in the event of litigation or
governmental investigation please consult the Company's Chief Financial Officer.

9.   Confidentiality

     Employees, officers and directors must maintain the confidentiality of
confidential information entrusted to them by the Company or its customers,
except when disclosure is authorized by outside legal counsel retained by the
Company or required by laws or regulations. Confidential information includes
all non-public information that might be of use to competitors or harmful to the
Company or its customers, if disclosed. It also includes information that
suppliers and customers have entrusted to us. The obligation to preserve
confidential information continues even after employment or directorship
terminates.

10.  Protection and Proper Use of Company Assets

     All employees, officers and directors should endeavor to protect the
Company's assets and ensure their efficient use. Theft, carelessness, and waste
have a direct impact on the Company's profitability. Any suspected incident of
fraud or theft should be immediately reported for investigation. Company
equipment should not be used for non-Company business, though incidental
personal use may be permitted.

     The obligation of employees, officers and directors to protect the
Company's assets includes its proprietary information. Proprietary information
includes intellectual property such as trade secrets, patents, trademarks and
copyrights, as well as business, marketing and service plans, engineering and
manufacturing ideas, designs, databases, records, salary information and any
unpublished financial data and reports. Unauthorized use or distribution of this
information would violate Company policy. It could also be illegal and result in
civil or even criminal penalties.

11.  Payments to Government Personnel

     The U.S. Foreign Corrupt Practices Act (FCPA) prohibits giving anything of
value, directly or indirectly, to officials of foreign governments or foreign
political candidates in order to obtain or retain business. It is strictly
prohibited to make illegal payments to government officials of any country. In
addition, the U.S. government has a number of laws and regulations regarding
business gratuities that may be accepted by U.S. government personnel. The
promise, offer or delivery to an official or employee of the U.S. government of
a gift, favor or other gratuity in violation of these rules would not only
violate Company policy but could also be a criminal offense. State and local
governments, as well as foreign governments, may have similar rules. Questions
and/or requests for interpretations should be reviewed and all actions
preapproved by outside legal counsel responsible for FCPA compliance.

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12.  Anti-Boycott Laws

     U.S. law prohibits U.S. persons from taking actions or entering into
agreements that have the effect of furthering any unsanctioned boycott of a
country that is friendly to the United States. This prohibition applies to
persons located in the United States (including individuals and companies), U.S.
citizens and permanent residents anywhere in the world, and most activities of
U.S. subsidiaries abroad. In general, these laws prohibit the following actions
(and agreements to take such actions) that could further any boycott not
approved by the United States: (1) refusing to do business with other persons or
companies (because of their nationality, for example); (2) discriminating in
employment practices; (3) furnishing information on the race, religion, gender,
or national origin of any U.S. person; (4) furnishing information about any
person's affiliations or business relationships with a boycotted country or with
any person believed to be blacklisted by a boycotting country; or (5) utilizing
letters of credit that contain prohibited boycott provisions.

     The Company is required to report any request to take action, or any
attempt to reach agreement on such action, that would violate these
prohibitions. You should understand the policies of your business unit that are
designed to ensure compliance with these laws. You should also be alert to the
fact that boycott-related requests can be subtle and indirect. Questions and/or
requests for interpretations should be reviewed and all actions preapproved by
Company legal counsel responsible for Anti-boycott compliance.

13.  U.S. Embargoes and Sanctions

     The Company complies fully with U.S. economic sanctions and embargoes
restricting U.S. persons, corporations and, in some cases, foreign subsidiaries,
from doing business with certain countries, groups, and individuals, including
organizations associated with terrorist activity and narcotics trafficking.
Economic sanctions may prohibit doing business of any kind with targeted
governments and organizations, as well as individuals and entities that act on
their behalf. Sanctions prohibitions also may restrict investment in a targeted
country, as well as trading in goods, technology, and services with a targeted
country. U.S. persons may not approve or facilitate transactions by a third
party that the U.S. person could not do directly. Questions and/or requests for
interpretations should be reviewed and all actions preapproved by outside legal
counsel responsible for Sanctions compliance.

14.  Reporting any Illegal or Unethical Behavior

     Employees, officers and directors are encouraged to talk to supervisors,
managers or other appropriate personnel about observed illegal or unethical
behavior and, when in doubt, about the best course of action in a particular
situation. It is the policy of the Company not to allow retaliation for reports
of misconduct by others made in good faith by employees. Employees are expected
to cooperate in internal investigations of misconduct.

15.  Compliance Procedures

     We must all work to ensure prompt and consistent action against violations
of this Code. However, in some situations it is difficult to know if a violation
has occurred. Since we cannot anticipate every situation that will arise, it is
important that we have a way to approach a new question or problem. These are
the steps employees should keep in mind:

     .    Make sure you have all the facts. In order to reach the right
          solutions, we must be as fully informed as possible.

     .    Ask yourself: What specifically am I being asked to do? Does it seem
          unethical or improper? This will enable you to focus on the specific
          question you are faced with, and the alternatives you have. Use your
          judgment and common sense; if something seems unethical or improper,
          it probably is.

     .    Clarify your responsibility and role. In most situations, there is
          shared responsibility. Are your colleagues informed? It may help to
          get others involved and discuss the problem.

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     .    Discuss the problem with your supervisor. This is the basic guidance
          for all situations. In many cases, your supervisor will be more
          knowledgeable about the question, and will appreciate being brought
          into the decision-making process. Remember that it is your
          supervisor's responsibility to help solve problems.

     .    Seek help from Company resources. In the rare case where it may not be
          appropriate to discuss an issue with your supervisor, or where you do
          not feel comfortable approaching your supervisor with your question,
          discuss it locally with any executive officer of the Company.

     .    You may report ethical violations in confidence and without fear of
          retaliation. If your situation requires that your identity be kept
          secret, your anonymity will be protected. The Company does not permit
          retaliation of any kind against employees for good faith reports of
          ethical violations.

     .    Always ask first, act later: If you are unsure of what to do in any
          situation, seek guidance before you act.

16.  Provisions applicable to the Chief Executive Officer, the Chief Financial
     Officer and Controller.

     The Chief Executive Officer, the Chief Financial Officer and the Controller
of the Company are responsible for full, fair, accurate, timely and
understandable disclosure in the periodic reports required to be filed by the
Company with the SEC. As a result, the Chief Executive Officer, the Chief
Financial Officer and the Controller of the Company are subject to the following
specific provisions:

     .    The Chief Executive Officer, the Chief Financial Officer and the
          Controller shall promptly bring to the attention of the internal
          management disclosure committee any material information of which he
          or she may become aware that could affect the disclosures made by the
          Company in its public filings or otherwise assist management in
          fulfilling its responsibilities.

     .    The Chief Executive Officer, the Chief Financial Officer and the
          Controller shall promptly bring to the attention of the internal
          management disclosure committee and the Audit Committee any
          information he or she may have concerning (a) significant deficiencies
          in the design or operation of internal controls which could adversely
          affect the Company's ability to record, process, summarize and report
          financial data or (b) any fraud, whether or not material, that
          involves management or other employees who have a significant role in
          the Company's financial reporting, disclosures or internal controls.

     .    The Chief Executive Officer, the Chief Financial Officer and the
          Controller shall promptly bring to the attention of the Audit
          Committee any information he or she may have concerning any violation
          of the Company's Code of Business Conduct and Ethics by any management
          or other employees who have a significant role in the Company's
          financial reporting, disclosures or internal controls.

     .    The Chief Executive Officer, the Chief Financial Officer and the
          Controller shall promptly bring to the attention of the Audit
          Committee any information he or she may have concerning evidence of a
          material violation of the securities or other laws, rules or
          regulations applicable to the Company and the operation of its
          business, by the Company or any agent thereof, or of violation of the
          Code of Business Conduct and Ethics or of these additional procedures.

     .    The Chief Executive Officer, the Chief Financial Officer and the
          Controller shall promptly bring to the attention of the Audit
          Committee any material transaction or relationship that arises and of
          which he or she becomes aware that reasonably could be expected to
          give rise to an actual or apparent conflict of interest.

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17.  Waivers of the Code of Business Code and Ethics

     Every effort will be made to resolve potential conflicts of interest or
other ethics code situations when these are disclosed promptly to management and
the parties involved have acted in good faith. In the unlikely event potential
conflicts cannot be resolved, waivers will only be given for matters where it is
absolutely appropriate under the circumstances and granting of such a waiver
will not present a material financial or reputational risk to the Company. Any
waivers for executive officers and directors must be approved, in advance, by
the full Board of Directors and will be promptly disclosed as required by law or
stock exchange regulation.

18.  Employee Complaint Procedures for Accounting and Auditing Matters

     Any employee of the Company may submit a good faith complaint regarding
accounting or auditing matters to the management of the Company without fear of
dismissal or retaliation of any kind. The Company is committed to achieving
compliance with all applicable securities laws and regulations, accounting
standards, accounting controls and audit practices. The Company's Audit
Committee will oversee treatment of employee concerns in this area.

     In order to facilitate the reporting of employee complaints, the Company's
Audit Committee has established the following procedures for (1) the receipt,
retention and treatment of complaints regarding accounting, internal accounting
controls, or auditing matters and (2) the confidential, anonymous submission by
employees of concerns regarding questionable accounting or auditing matters
(collectively, "Accounting Matters").

Receipt of Employee Complaints

     .    Employees with concerns regarding Accounting Matters may report their
          concerns to the Company's Chief Financial Officer or Chief Executive
          Officer.

     .    Employees may forward complaints on a confidential or anonymous basis
          to the following:

               Mail: Diametrics Medical, Inc.
                     Attn: Chairman Audit Committee
                     3050 Centre Pointe Drive, Suite 150
                     Roseville, Minnesota 55113

Scope of Matters Covered by these Procedures

     These procedures relate to employee complaints relating to any Accounting
Matters, including, without limitation, the following:

     .    fraud or deliberate error in the preparation, evaluation, review or
          audit of any financial statement of the Company;

     .    fraud or deliberate error in the recording and maintaining of
          financial records of the Company;

     .    deficiencies in or noncompliance with the Company's internal
          accounting controls;

     .    misrepresentation or false statement to or by a senior officer or
          accountant with respect to a matter contained in the financial
          records, financial reports or audit reports of the Company; or

     .    deviation from full and fair reporting of the Company's financial
          condition.

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Treatment of Complaints

     .    Upon receipt of a complaint, the Chairman of the Audit Committee will
          (1) determine whether the complaint actually pertains to Accounting
          Matters and (2) when possible, acknowledge receipt of the complaint to
          the sender.

     .    Complaints relating to Accounting Matters will be reviewed under Audit
          Committee direction and oversight by the Chairman of the Audit
          Committee. Confidentiality will be maintained to the fullest extent
          possible, consistent with the need to conduct an adequate review.

     .    Prompt and appropriate corrective action will be taken when and as
          warranted in the judgment of the Audit Committee.

     .    The Company will not discharge, demote, suspend, threaten, harass or
          in any manner discriminate against any employee in the terms and
          conditions of employment based upon any lawful actions of such
          employee with respect to good faith reporting of complaints regarding
          Accounting Matters or otherwise as specified in Section 806 of the
          Sarbanes-Oxley Act of 2002.

Reporting and Retention of Complaints and Investigations.

     The Chairman of the Audit Committee will maintain a log of all complaints,
tracking their receipt, investigation and resolution and shall prepare a
periodic summary report thereof for the Audit Committee. Copies of complaints
and such log will be maintained as directed by the Audit Committee.

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