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                                                                     EXHIBIT 4.6

                            ACTION BY WRITTEN CONSENT

                             OF THE STOCKHOLDERS OF

                              3F THERAPEUTICS, INC.
                             a Delaware corporation

         The undersigned stockholders of 3F Therapeutics, Inc., a Delaware
corporation, do hereby dispense with the formality of a meeting and adopt and
approve the following resolutions:

         RESOLVED, that the proposed merger (the "Merger") of Seabiscuit
Acquisition Corp., a Delaware corporation ("Merger Subsidiary") and a
wholly-owned subsidiary of ATS Medical, Inc., a Minnesota corporation
("Parent"), with and into this Corporation pursuant to that certain Agreement
and Plan of Merger dated as of January 23, 2006 (the "Merger Agreement"), by and
among Parent, Merger Subsidiary, this Corporation and Boyd D. Cox, as the
Stockholder Representative (the "Stockholder Representative"), is hereby
approved.

         RESOLVED, FURTHER, that the Merger Agreement, a copy of which has been
previously provided to the undersigned stockholders, is hereby adopted and
approved, including without limitation the provisions relating to the
undersigned stockholders' indemnification obligations to Parent as provided
therein, the escrow of a certain portion of the consideration issuable to the
stockholders of this Corporation in connection with the Merger (the "Merger
Consideration") as provided therein, and the rights to set-off against the
Merger Consideration as provided therein.

         RESOLVED, FURTHER, that the principal terms of the Merger Agreement are
hereby adopted and approved.

         RESOLVED, FURTHER, that the appointment of Boyd D. Cox to act as the
Stockholder Representative under the Merger Agreement, which Stockholder
Representative shall have the powers, rights and indemnities provided in the
Merger Agreement, is hereby authorized, ratified, confirmed and approved.

         RESOLVED, FURTHER, that, pursuant to and in accordance with the
provisions of Article IV, Section 5(a)(iii) of the Restated Certificate of
Incorporation of this Corporation (the "Restated Certificate"), the undersigned
stockholders hereby elect to automatically convert all of the issued and
outstanding shares of each of the Series A Preferred Stock, Series B Preferred
Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred
Stock of this Corporation (collectively, the "Preferred Stock") into such number
of fully paid and non-assessable shares of the Common Stock of this Corporation
as determined in accordance with the provisions of the Restated Certificate,
such conversion to be effective as of immediately prior to and conditional upon
the Effective Time of the Merger (as such term is defined in the Merger
Agreement).

         RESOLVED, FURTHER, that the undersigned stockholders hereby waive, with
regard to all shares of Preferred Stock owned directly or beneficially by the
undersigned stockholders, (a) any and all anti-dilution rights and liquidation
preferences under the Restated Certificate with respect to such shares of
Preferred Stock or the conversion thereof as described in the immediately
foregoing paragraph and/or as may result from or arise out of the transactions
contemplated by the Merger Agreement, (b) any and all notice requirements,
transfer restrictions or rights of first refusal that the undersigned
stockholders may be subject or entitled to or have under that certain Fourth
Amended and Restated Information and Registration Rights


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Agreement, dated as of April 18, 2005, among this Corporation and the Investors
(as therein defined; such agreement is referred to herein as the "Rights
Agreement") as a result of or arising out of the Merger Agreement or the
transactions therein contemplated and (c) any notice requirements and time
periods contained in the Restated Certificate and/or Bylaws of this Corporation
(as amended to date) with respect to any one or more of the foregoing; such
waivers to be effective as of immediately prior to and conditional upon the
Effective Time of the Merger (as such term is defined in the Merger Agreement).

         RESOLVED, FURTHER, effective with and conditional upon the Effective
Time of the Merger, the Rights Agreement shall be, without further action by the
parties thereto, deemed to have been amended to terminate the Rights Agreement,
and, from and as of the Effective Time of the Merger, the Rights Agreement shall
be of no further force or effect.

         This Action by Written Consent may be executed in one or more
counterparts, each of which shall be deemed an original and all of which shall
be deemed one and the same Action by Written Consent. Each of the undersigned is
executing this Action by Written Consent with respect to all shares of the
Common Stock and/or the Preferred Stock of this Corporation held by him, her or
it (and all shares shall be deemed to have been voted together as one class on
an as-converted to Common Stock basis; as to the Common Stock, such shares also
shall be deemed to have been voted on a separate class basis, if and to the
extent required by law; and as to the Preferred Stock, such shares also shall be
deemed to have been voted together as a separate class and, if and to the extent
required by law, on a separate series basis among each of the series thereof).

         This Action by Written Consent and any executed counterparts shall be
filed in the Book of Minutes of this Corporation and become a part of the
records of this Corporation.


___________________________________________
Signature of 3F Therapeutics Stockholder

___________________________________________                 Dated: ______, 2006
Printed Name of 3F Therapeutics Stockholder

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