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                                 EXHIBIT 10.13

                           DIAMETRICS MEDICAL, INC.
                       1995 EMPLOYEE STOCK PURCHASE PLAN
                           (As revised and restated)



                            ARTICLE I. INTRODUCTION
                                       ------------

          Section 1.01  Purpose.  The purpose of the Diametrics Medical, Inc.
                        --------
1995 Employee Stock Purchase Plan (the "Plan") is to provide employees of
Diametrics Medical, Inc., a Minnesota corporation (the "Company"), and certain
related corporations with an opportunity to share in the ownership of the
Company by providing them with a convenient means for regular and systematic
purchases of the Company's Common Stock, par value $.01 per share, and, thus, to
develop a stronger incentive to work for the continued success of the Company.

          Section 1.02  Rules of Interpretation.  It is intended that the Plan
                        ------------------------
be an "employee stock purchase plan" as defined in Section 423(b) of the
Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations
promulgated thereunder. Accordingly, the Plan shall be interpreted and
administered in a manner consistent therewith if so approved. All Participants
in the Plan will have the same rights and privileges consistent with the
provisions of the Plan.

          Section 1.03. Definitions.  For purposes of the Plan, the following
                        ------------
terms will have the meanings set forth below:

          (a)  "Acceleration Date" means the earlier of the date of shareholder
                -----------------
       approval or approval by the Company's Board of Directors of (i) any
       consolidation or merger of the Company in which the Company is not the
       continuing or surviving corporation or pursuant to which shares of
       Company Common Stock would be converted into cash, securities or other
       property, other than a merger of the Company in which shareholders of the
       Company immediately prior to the merger have the same proportionate
       ownership of stock in the surviving corporation immediately after the
       merger;  (ii) any sale, exchange or other transfer (in one transaction or
       a series of related transactions) of all or substantially all of the
       assets of the Company; or (iii) any plan of liquidation or dissolution
       of the Company.

          (b)  "Affiliate" means any subsidiary corporation of the Company, as
                ---------
       defined in Section 424(f) of the Code, whether now or hereafter acquired
       or established.

          (c)  "Committee" means the committee described in Section 10.01.
                ---------

          (d)  "Company" means Diametrics Medical, Inc., a Minnesota
                ---------
               corporation, and its successors by merger or consolidation as
               contemplated by Article XI herein.

          (e)  "Current Compensation" means all regular base wage or salary
                --------------------
       payments paid by the Company to a Participant in accordance with the
       terms of his or her employment, but excluding annual bonus payments and
       all other forms of special compensation.
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          (f)  "Fair Market Value" as of a given date means such value of the
                -----------------
       Common Stock as reasonably determined by the Committee, but shall not be
       less than (i) the closing price of the Common Stock as reported for
       composite transactions if the Common Stock is then traded on a national
       securities exchange, (ii) the last sale price if the Common Stock is then
       quoted on the NASDAQ National Market System, or (iii) the average of the
       closing representative bid and asked prices of the Common Stock as
       reported on NASDAQ on the date as of which the fair market value is being
       determined.  If on a given date the Common Stock are not traded on an
       established securities market, the Committee shall make a good faith
       attempt to satisfy the requirements of this Section 1.03 and in
       connection therewith shall take such action as it deems necessary or
       advisable.

          (g)  "Full-Time Employee" means an employee of the Company or a
                ------------------
       Participating Affiliate as of the first day of a Purchase Period who has
       worked for the company for at least 90 days, including an officer or
       director who is also an employee, but excluding an employee whose
       customary employment is less than 20 hours per week, provided, however,
       that for the initial Purchase Period, all employees whose customary
       employment exceeds 20 hours per week shall be eligible to participate
       regardless of the number of days they have been employed by the Company.

          (h)  "Participant" means a Full-Time Employee who is eligible to
                -----------
       participate in the Plan under Section 2.01 and who has elected to
       participate in the Plan.

          (i)  "Participating Affiliate" means an Affiliate which has been
                -----------------------
       designated by the Committee in advance of the Purchase Period in question
       as a corporation whose eligible Full-Time Employees may participate in
       the Plan.

          (j)  "Plan" means the Diametrics Medical, Inc. 1995 Employee Stock
                ----
       Purchase Plan, as amended, the provisions of which are set forth herein.

          (k)  "Purchase Period" means the approximate 3-month periods beginning
                ---------------
       on the first business day in January, April, July and October of each
       year and ending on the last business day in the following March, June,
       September and December, respectively; provided that the initial Purchase
       Period will commence on July 3, 1995 and will terminate on September 29,
       1995.

          (l)  "Common Stock" means the Company's Common Stock, $.01 par value,
                ------------
       as such stock may be adjusted for changes in the Company as contemplated
       by Article XI herein.

          (m)  "Stock Purchase Account" means the account maintained on the
                ----------------------
       books and records of the Company recording the amount received from each
       Participant through payroll deductions made under the Plan.


                   ARTICLE II. ELIGIBILITY AND PARTICIPATION
                               -----------------------------

          Section 2.01  Eligible Employees.  All Full-Time Employees shall be
                        -------------------
eligible to participate in the plan beginning on the first day of the first
Purchase Period to commence after such person becomes a Full-Time Employee.
Subject to the provisions of Article VI, each such employee will continue to be
eligible to participate in the Plan so long as he or she remains a Full-Time
Employee.
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          Section 2.02  Election to Participate.  An eligible Full-Time Employee
                        ------------------------
may elect to participate in the Plan for a given Purchase Period by filing with
the Company, in advance of that Purchase Period and in accordance with such
terms and conditions as the Committee in its sole discretion may impose, a form
provided by the Company for such purpose which authorizes regular payroll
deductions from Current Compensation beginning with the first payday in that
Purchase Period and continuing until the employee withdraws from the Plan or
ceases to be eligible to participate in the Plan.

          Section 2.03  Limits on Stock Purchase.  No employee shall be granted
                        -------------------------
any right to purchase Common Stock hereunder if such employee, immediately after
such right to purchase is granted, would own, directly or indirectly, within the
meaning of Section 423(b)(3) and Section 424(d) of the Code, Common Stock
possessing 5% or more of the total combined voting power or value of all the
classes of the capital stock of the Company or all Affiliates.

          Section 2.04  Voluntary Participation.  Participation in the Plan on
                        ------------------------
the part of a Participant is voluntary and such participation is not a condition
of employment nor does participation in the Plan entitle a Participant to be
retained as an employee.


                   ARTICLE III.  PAYROLL DEDUCTIONS, COMPANY
                                 ---------------------------
                   CONTRIBUTIONS AND STOCK PURCHASE ACCOUNT
                   ----------------------------------------

          Section 3.01  Deduction from Pay.  The form described in Section 2.02
                        -------------------
will permit a Participant to elect payroll deductions of any multiple of 1% but
not less than 1% or more than 10% of such Participant's Current Compensation for
each pay period, subject to such other limitations as the Committee in its sole
discretion may impose.  A Participant may cease making payroll deductions at any
time, subject to such limitations as the Committee in its sole discretion may
impose.

          Section 3.02  Credit to Account.  Payroll deductions will be credited
                        ------------------
to the Participant's Stock Purchase Account on each payday, and Company
contributions will be credited to the Participant's Stock Purchase Account on
the last business day of the Purchase Period at the time of and in connection
with the purchase of shares of Common Stock in accordance with Article IV and V
hereof.

          Section 3.03  Interest.  No interest will be paid upon payroll
                        ---------
deductions, Company contributions or on any amount credited to, or on deposit
in, a Participant's Stock Purchase Account.

          Section 3.04  Nature of Account.  The Stock Purchase Account is
                        ------------------
established solely for accounting purposes, and all amounts credited to the
Stock Purchase Account will remain part of the general assets of the Company or
the Participating Affiliate (as the case may be).

          Section 3.05  No Additional Contributions.  A Participant may not make
                        ----------------------------
any payment into the Stock Purchase Account other than the payroll deductions
made pursuant to the Plan.
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                     ARTICLE IV. RIGHT TO PURCHASE SHARES
                                 ------------------------

          Section 4.01  Number of Shares.  Each Participant will have the right
                        -----------------
to purchase on the last business day of the Purchase Period all, but not less
than all, of the largest number of whole shares of Common Stock that can be
purchased at the price specified in Section 4.02 with the entire credit balance
in the Participant's Stock Purchase Account, subject to the limitations that (a)
no more than 2,000 shares of Common Stock may be purchased under the Plan by any
one Participant for a given Purchase Period and (b) in accordance with Section
423 (b)(8) of the Code, no more than $25,000 in Fair Market Value (determined at
the beginning of each Purchase Period) of Common Stock and other stock may be
purchased under the Plan and all other employee stock purchase plans (if any) of
the Company and the Affiliates by any one Participant for any calendar year.  If
the purchases for all Participants would otherwise cause the aggregate number of
shares of Common Stock to be sold under the Plan to exceed the number specified
in Section 10.03, each Participant shall be allocated a pro rata portion of the
Common Stock to be sold.

          Section 4.02  Purchase Price.  The purchase price for any Purchase
                        ---------------
Period shall be the lesser of (a) 85% of the Fair Market Value of the Common
Stock on the first business day of that Purchase Period or (b) 85% of the Fair
Market Value of the Common Stock on the last business day of that Purchase
Period, in each case rounded up to the next higher full cent.


                         ARTICLE V. EXERCISE OF RIGHT
                                    -----------------

          Section 5.01  Purchase of Stock.  On the last business day of a
                        ------------------
Purchase Period, the entire credit balance in each Participant's Stock Purchase
Account will be used to purchase the largest number of whole shares of Common
Stock purchasable with such amount (subject to the limitations of Section 4.01),
unless the Participant has filed with the Company, in advance of that date and
subject to such terms and conditions as the Committee in its sole discretion may
impose, a form provided by the Company which requests the distribution of the
entire credit balance in cash.

          Section 5.02  Cash Contributions.  Any amount remaining in a
                        -------------------
Participant's Stock Purchase Account after the last business day of a Purchase
Period will be paid to the Participant in cash within 30 days after the end of
that Purchase Period.

          Section 5.03  Notice of Acceleration Date.  The Company shall use its
                        ----------------------------
best efforts to notify each Participant in writing at least ten days prior to
any Acceleration Date that the then current Purchase Period will end on such
Acceleration Date.


                ARTICLE VI. WITHDRAWAL FROM PLAN:SALE OF STOCK
                            ----------------------------------

          Section 6.01  Voluntary Withdrawal.  A Participant may, in accordance
                        ---------------------
with such terms and conditions as the Committee in its sole discretion may
impose, withdraw from the Plan and cease making a payroll deductions by filing
with the Company a form provided for this purpose.  In such event, the entire
credit balance in the Participant's Stock Purchase Account will be paid to the
Participant in cash within 30 days.  A Participant who withdraws from the Plan
will not be eligible to reenter the Plan until the beginning of the next
Purchase Period following the date of such withdrawal.
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          Section 6.02  Death.  Subject to such terms and conditions as the
                        ------
Committee in its sole discretion may impose, upon the death of a Participant, no
further amounts shall be credited to the Participant's Stock Purchase Account.
Thereafter, on the last business day of the Purchase Period during which such
Participant's death occurred and in accordance with Section 5.01, the entire
credit balance in such Participant's Stock Purchase Account will be used to
purchase Common Stock, unless such Participant's estate has filed with the
Company, in advance of that day and subject to such terms and conditions as the
Committee in its sole discretion may impose, a form provided by the Company
which elects to have the entire credit balance in such Participant's Stock
Account distributed in cash within 30 days after the end of that Purchase Period
or at such earlier time as the Committee in its sole discretion may decide. Each
Participant, however, may designate one or more beneficiaries who, upon death,
are to receive the Common Stock or the amount that otherwise would have been
distributed or paid to the Participant's estate and may change or revoke any
such designation form time to time. No such designation, change or revocation
will be effective unless made by the Participant in writing and filed with the
Company during the Participant's lifetime. Unless the Participant has otherwise
specified the beneficiary designation, the beneficiary or beneficiaries so
designated will become fixed as of the date of the death of the Participant so
that, if a beneficiary survives the Participant but dies before the receipt of
the payment due such beneficiary, the payment will be made to such beneficiary's
estate.

          Section 6.03  Termination of Employment.  Subject such terms and
                        --------------------------
conditions as the Committee in its sole discretion may impose, upon a
Participant's normal or early retirement with the consent of the Company under
any pension or retirement plan of the Company or Participating Affiliate, no
further amounts shall be credited to the Participant's Stock Purchase Account.
Thereafter, on the last business day of the Purchase Period during which such
Participant's approved retirement occurred and in accordance with Section 5.01,
the entire credit balance in such Participant's Stock Purchase Account will be
used to purchase Common Stock, unless such Participant has filed with Company,
in advance of that day and subject to such terms and conditions as the committee
in its sole discretion may impose, a form provided by the Company which elects
to receive the entire credit balance in such Participant's Stock Purchase
Account in cash within 30 days after the end of that Purchase Period, provided
that such Participant shall have no right to purchase Common Stock in the event
that the last day of such a Purchase Period occurs more than three months
following the termination of such Participates employment  with Company by
reason of such an approved retirement. In the event of any other termination of
employment (other than death) with the Company or a participating Affiliate,
participation the Plan will cease on the date the  Participant ceases to be a
Full-Time Employee for any reason. In such event, the entire credit balance in
such Participant's Stock Purchase Account will be paid to the Participant in
cash within 30 days. For purposes of this Section 6.03, a transfer of employment
to any Affiliate, or a leave of absence which has been approved by the
Committee, will not be deemed a termination of employment as a Full-Time
Employee.


                        ARTICLE VII. NONTRANSFERABILITY
                                     ------------------

          Section 7.01  Nontranferable Right to Purchase.  The right to purchase
                        ---------------------------------
  Common Stock hereunder may not be assigned, transferred, pledged or
  hypothecated (whether by operation of law or otherwise), except as provided in
  Section 6.02, and will not be subject to execution, attachment or similar
  process. Any attempted assignment, transfer, pledge, hypothecation or other
  disposition or levy of attachment or similar process upon the right to
  purchase will be null and void and without effect.

          Section 7.02  Nontranferable Account  Except as provided in Section
                        ----------------------
  6.02, the amounts credited to a Stock Purchase Account may not be assigned,
  transferred, pledged or hypothecated in any way, and any attempted assignment,
  transfer, pledge, hypoothecation or other disposition of such amounts will be
  null and void and without effect.
<PAGE>

                       ARTICLE VIII. STOCK CERTIFICATES
                                     ------------------

          Section 8.01  Delivery.  Promptly after the last day of each Purchase
                        ---------
  Period and subject to such terms and conditions as the Committee in its sole
  discretion may impose, the Company will cause to be delivered to or for the
  benefit of the Participant a certificate representing the Common Stock
  purchased on the last business day of such Purchase Period.

          Section 8.02  Securities Laws.  The Company shall not be required to
                        ----------------
  issue or deliver any certificate representing Common Stock prior to
  registration under the Securities Act of 1933, as amended, or registration or
  qualification under any state law if such registrations required. The Company
  shall use its best efforts to accomplish such registration (if and to the
  extent required) not later than a reasonable time following the Purchase
  Period, and delivery of certificates may be deferred until such registration
  is accomplished.

          Section 8.03  Completion of Purchase.  A Participant shall have no
                        -----------------------
  interest in the Common Stock purchased until a certificate representing the
  same is issued to or for the benefit of the Participant.

          Section 8.04  Form of Ownership.  The certificates representing Common
                        ------------------
  Stock issued under the Plan will be registered in the name of the Participant
  or jointly in the name of the Participant and another person, as the
  Participant may direct on a form provided by the Company.


         ARTICLE IX. EFFECTIVE DATE AMENDMENT AND TERMINATION OF PLAN
                     ------------------------------------------------

          Section 9.01  Effective Date.  The Plan was approved by the Board of
                        ---------------
  Directors of the Company on April 19, 1995, and will be approved by the
  shareholders within 12 months of such date.

          Section 9.02  Plan Commencement.  The initial Purchase Period under
                        ------------------
  the Plan will commence on July 3,1995. Thereafter each succeeding Purchase
  Period will commence and terminate in accordance with Section 1.03(k).

          Section 9.03  Powers of Board.  The Board of Directors may amend or
                        ----------------
  discontinue the Plan at any time. No amendment or discontinuation of the Plan,
  however, shall without shareholder approval be made that (i) absent such
  shareholder approval, would cause Rule 16b-3 under the Securities Exchange Act
  of 1934, as amended (the "Act") to become unavailable with respect to the
  Plan, (ii) requires shareholder approval under any rules or regulations of the
  National Association of Securities Dealers, Inc. or any securities exchange
  that are applicable to the Company, or (iii)permit the issuance of Common
  Stock before payment therefor in full.

          Section 9.04  Automatic Termination.  The Plan shall automatically
                        ----------------------
  terminate when all of the shares of Common Stock provided for in Section 10.03
  have been sold.

                           ARTICLE X. ADMINISTRATION
                                      --------------

          Section 10.01  The Committee.  The Plan shall be administered by a
                         --------------
  committee (the "Committee") of two or more directors of the none of whom shall
  be officers or employees of the Company and all of whom shall be
  "disinterested persons" with respect to the Plan within the meaning of Rule
  16b-3 under the Act. The members of the committee shall be appointed by and
  serve at the pleasure of the Board of Directors.
<PAGE>

          Section 10.02  Powers of Committee.  Subject to the provisions of the
                         --------------------
  Plan, the Committee shall have full authority to administer the plan,
  including authority to interpret and construe any provision of the Plan, to
  establish deadlines by which the various administrative forms must be received
  in order to be effective, and to adopt such other rules and regulations for
  administrating the Plan as it may deem appropriate. The Committee shall have
  full and complete authority to determine whether all or any part of the Common
  Stock acquired pursuant to the Plan shall be subject to restriction on the
  transferability thereof or any other restrictions affecting in any manner a
  Participant's rights with respect thereto but any such restrictions shall be
  contained in the form by which a Participant elects to participate in the Plan
  pursuant to Section 2.02.   Decisions of the Committee will be final and
  binding on all parties who have an interest in the Plan.

          Section 10.03  Stock to be Sold.  The Common Stock to be issued and
                         -----------------
  sold under the Plan may be treasury shares or authorized but unissued shares,
  or the Company may purchase Common Stock in the market for sale under the
  Plan. Except as provided in Section 11.01, the aggregate number of shares of
  Common Stock to be sold under the Plan will not exceed 300,000 shares.

          Section 10.04  Notices.  Notices to the Committee should be addressed
                         --------
  as follows:

                  Compensation Committee
                  Diametrics Medical, Inc.
                  2658 Patton Road
                  Roseville, Minnesota 55113


            ARTICLE XI. ADJUSTMENT FOR CHANGES IN STOCK OR COMPANY
                        ------------------------------------------

          Section 11.01  Stock dividend or Reclassification.  If the outstanding
                         -----------------------------------
shares of Common Stock are increased, decreased, changed into or exchanged for a
different number or kind of securities of the Company, or shares of a different
par value or without par value, through reorganization, recapitalization,
reclassification, stock dividend, stock split, amendment to the Company's
certificate of Incorporation, reverse stock split or otherwise, and appropriate
adjustment shall be made in the maximum numbers and kind of securities to be
purchased under the Plan with a corresponding adjustment in the purchase price
to be paid therefor.

          Section 11.02  Merger or Consolidation.  If the Company is merged into
                         ------------------------
or consolidated with one or more corporations during the term of the Plan,
appropriate adjustments will be made to give effect thereto on an equitable
basis in terms of issuance of shares of the corporation surviving the merger or
of the consolidated corporation, as the case may be.

                          ARTICLE XII. APPLICABLE LAW
                                       --------------

          Rights to purchase Common Stock  granted under the Plan shall be
construed and shall take effect in accordance with the laws of the State of
Minnesota.