AMENDMENT #3
                             TO LEASE BY AND BETWEEN
                    THE ESTATE OF JAMES CAMPBELL, AS LANDLORD
                                       AND
             EVEREST MEDICAL CORPORATION (A MINNESOTA CORPORATION),
                                    AS TENANT


         THIS AMENDMENT TO LEASE, is entered into and made as of the 11th day of
September, 1997, by and between The Trustees Under the Will and of the Estate of
James Campbell,  Deceased,  acting in their  fiduciary and not their  individual
capacities  as  "Landlord,"  and  Everest   Medical   Corporation  (a  Minnesota
corporation) as "Tenant."

                                   WITNESSETH:

         WHEREAS, Landlord's predecessor in interest, Carlson Center III Limited
Partnership,  and Everest  Medical  Corporation  are the parties to that certain
lease agreement dated on or about November 20, 1989 ("Lease"),  and subsequently
amended on December 7, 1992 ("Amendment #1"), and further amended on December 9,
1993 ("Amendment  #2"), now  collectively  known as the Lease with regard to the
lease of approximately  17,985 square feet in the building owned by Landlord and
located at 13755 First Avenue North, Plymouth, Minnesota (the "Premises"); and

         WHEREAS,  Landlord  and Tenant  desire to set forth their  agreement to
expand the Premises, extend the Term, and make other modifications to the Lease;

         NOW  THEREFORE,  in  consideration  of the  rents  reserved  and of the
covenants and agreements herein set forth, it is agreed that the Lease be hereby
amended from and after the date hereof as follows:

         1. Term:  The term of the Lease as  extended in  Amendment  #2 shall be
further   extended  for  a  period  of  eighty-four  (84)  months  (the  "Second
Extension")  commencing  on the date of  Landlord's  delivery  to  Tenant of the
Expansion Premises, as defined below in paragraph 2 (the "Effective Date") which
date is expected to occur on December 1, 1997.  Following  the  Effective  Date,
Landlord and Tenant shall each confirm in writing the Effective Date and the new
expiration date of the Lease.

         2. Premises.  As of the Effective  Date, the Premises shall be expanded
to  incorporate  that portion of the building  that  consists of 5,578  rentable
square feet (the "Expansion  Premises") as shown on the attached Exhibit A2, and
thereafter,  the Premises shall be deemed to contain a total of 23,563  rentable
square feet.



<PAGE>


         3. Base Rent: Commencing on the Effective Date, the Base Rent due under
the Lease shall be as follows:

         Effective Date through and including Month 36      $13,647.00 per month
         Month 37 through and including Month 60            $14,137.80 per month
         Month 61 through and including Month 84            $14,628.69 per month

         4.   Proportionate   Share:   As  of  the  Effective   Date,   Tenant's
proportionate  share as  defined  in  Article 4 of the Lease  will  increase  to
78.73%.

         5.  Termination of Lease  Provisions:  Upon execution of this Amendment
#3,  Article 32 of the Rider to Lease  Agreement  dated  September 20, 1989, and
Article 3 and Article 4 of  Amendment  #2 to the Lease  dated  December 9, 1993,
shall become null and void.

         6.  Improvements:  Upon execution of this Amendment #3,  Landlord shall
commence and pursue  diligently to complete those  improvements  to the Premises
and Expansion  Premises that are defined in the attached Exhibit B (the "Work").
Such Work shall be at  Landlord's  sole cost and expense not to exceed  $129,777
(the "Tenant Improvement Allowance"). In the event the Work shall cost in excess
of the Tenant  Improvement  Allowance,  Tenant shall reimburse Landlord for such
costs in excess of the Tenant  Improvement  Allowance  upon  presentation  of an
invoice from Landlord.

         Except as is hereinabove set forth, all terms, provisions and covenants
of the Lease shall remain unchanged and in full force and effect.

         IN WITNESS WHEREOF,  the parties hereto have executed this Amendment as
of the date and year first above written.

TENANT:                                  LANDLORD:

Everest Medical Corporation              The Trustees Under the Will and of The
(a Minnesota Corporation)                Estate of James Campbell, Deceased,
                                         Acting in Their Fiduciary and Not Their
                                         Individual Capacities

By:      /s/ John Shannon                By:      /s/ Roy S. Robins
         John Shannon                             Roy S. Robins
Its:     Chief Executive Officer         Its:     Director - Mainland Properties


                                         By:      /s/ Katherine A. Mattes
                                                  Katherine A. Mattes
                                         Its:     Senior Asset Manager