Everest Medical Corporation
13755 First Avenue North
Minneapolis, MN  55441-5444
612-473-6262 - Facsimile 612-473-6465

                                                    VIA FACSIMILE (612) 451-2517
                                                               Page 1 of 2 pages

November 29, 1996

Michael E. Geraghty
1342 Cherry Hill Road
Mendota Heights, MN  55118

Dear Mike,

I am pleased to present the  following  revised offer of employment to you. This
offer is contingent upon approval of the Compensation  Committee of the Board of
Directors of the Company. In addition, the grant of an option is contingent upon
the shareholder approval of a new stock option pool.

Please  review  and call me with  any  questions.  Look  forward  to a  positive
response. All the best.

With regards,
EVEREST MEDICAL CORPORATION

/s/ John L. Shannon, Jr.
President and Chief Executive Officer

Attachment


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                           Everest Medical Corporation

                     Employment Terms for Michael Geraghty -
                       Vice President of Sales & Marketing

Job Description

Primary  responsibility  for all worldwide sales and marketing  functions of the
Company.

Duties

Responsibilities include:

o        Overall management of the Company's marketing,  sales and sales support
         staff.

o        Leadership  and  direction  of  the  Company's  worldwide   independent
         distribution network.

Qualifications

o        Minimum  of ten (10) years of  increasingly  responsible  sales,  sales
         management,  marketing and  functional  management  experience.  Prefer
         experience in minimally  invasive  surgical market and sales experience
         in management of independent representative network.

Reporting Relationship

o        Reports to President & Chief Executive Officer.

Compensation

o        $97,500  per  annum.  Management  will  recommend  to the Stock  Option
         Committee  of the  Board of  Directors  at the  grant of an  option  to
         purchase  50,000 shares of common stock at the prevailing  market price
         as of the start date of employment.  This option will vest equally over
         four (4)  years.  The  vesting  will  commence  with the start  date of
         employment with the 25% vesting on the first year  anniversary and each
         anniversary  for the three  years  thereafter.  This  option  will vest
         immediately  upon the sale of the Company.  Pricing for this grant will
         be the  effective  market  price  as of the  date  of  approval  by the
         shareholders  of Everest  Medical of an  addition  to the stock  option
         pool. In addition,  if the employee is terminated prior to December 31,
         1998 due to an  acquisition  of the Company  for any reason  other than
         cause,  the  employee  will be granted a severance  payment of four (4)
         months  of base  salary  payable  over  the  six-month  period  per the
         standard payroll terms of the Company.

o        Bonus  potential  of 15% of salary for period  from  January 1, 1997 to
         December  31,  1997  based on  attainment  of  specific  corporate  and
         personal objectives. Bonus will be paid no later than February 15, 1998
         and employee must be employed on date of payment.


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o        Medical,  Dental  and  Life  Insurance  Benefits  (discuss  with  Human
         Resources - Julie Seurer)

o        Participation  in the  non-matching  401(k)  program and Employee Stock
         Purchase Plan.

Start Date

o        January 20, 1997