Escrow Agreement And Joint Escrow Instructions

Exhibit 10.2

CONFIDENTIAL

July 26, 2006 Attn: Ms. Jennie McCarthy

Optima Escrow, Inc.

3848 Carson Street, Suite 110 Torrance, California 90503

LETTER AGREEMENT AND JOINT ESCROW INSTRUCTIONS

In connection with the sale, assignment, and transfer of the equity securities (the " Securities" ) of TGC Research Limited (" TGC" ) held by Diametrics Medical, Inc. (" DMED" ) to GluMetrics, Inc. (the " Purchaser" ) as described in that certain letter agreement, dated July 26, 2006, a copy of which is attached hereto as Exhibit A (the " Master Letter Agreement" ), Purchaser hereby agrees to deposit with Optima Escrow, Inc. (the " Escrow Agent" ) an aggregate of $XXXX (the " Escrow Deposit" ) to be held in escrow pursuant to the terms set forth below, for the benefit of DMED in connection with the compromise and settlement of the TGC Liabilities set forth on Exhibit B hereto (each a " Liability" and collectively, the " Liabilities" ):

1. The Escrow Deposit shall be deposited by the Escrow Agent in a fully-insured, interest bearing account, and shall not be commingled with any other funds. The Escrow Deposit shall not be used for any other purpose except as described in and pursuant to this letter agreement. Upon written request by DMED, the Escrow Agent shall promptly account to DMED for the Escrow Deposit, interest earned thereon and each disbursement therefrom.

2. The Escrow Agent shall pay amounts to the creditors set forth on Exhibit B (the " Creditors" ) from the Escrow Deposit from time to time only upon the written request of DMED in connection with the compromise and settlement of Liabilities to such Creditors. In the event that a compromise or settlement is reached concerning one or more of the Liabilities, DMED shall provide the Escrow Agent a written notification (" Notification" ) of the disbursement amount, together with documentation (the " Documentation" ) reasonably necessary to establish that such amount is sufficient ...