ADDENDUM TO LEASE
                                      and
                            LEASE AMENDING AGREEMENT

THIS AGREEMENT dated for reference the 21st day of July, 1997.

BETWEEN:                         BENTALL PROPERTIES LTD.
                                 a body corporate,  having its head office at
                                 Suite 1800, Four Bentall Centre, in the City
                                 of  Vancouver,  in the  Province  of British
                                 Columbia and

                                 WESTMINSTER MANAGEMENT  CORPORATION,  a body
                                 corporate, having a business office at Suite
                                 600,  355  Burrard  Street,  in the  City of
                                 Vancouver,   in  the   Province  of  British
                                 Columbia

                                 (hereinafter referred to as the "Landlord")

                                                            OF THE FIRST PART

AND:                             ARTERIAL VASCULAR ENGINEERING
                                 CANADA,  INC.,  a body  corporate,  having a
                                 business  office at Suite  260,  13155  Delf
                                 Place, Richmond, British Columbia V6V 2V4

                                 (hereinafter referred to as the "Tenant")

                                                            OF THE SECOND PART

WHEREAS:

A. By a lease dated the 10th day of August, 1994, as amended (the "Lease"),  the
Landlord leased to the Tenant  (formerly known as Applied  Vascular  Engineering
Canada,  Inc.) for a term (the "Term") of 5 years,  commencing on the lst day of
November,  1994 and ending on the 3lst day of October,  1999,  certain  premises
known as Suite 260 (the "Premises")  containing an area of  approximately  8,000
square feet shown  outlined in red on the plan attached to the Lease as Schedule
"A", located in Building 5 of Knightsbridge Business Park, 13155 Delf Place (the
"Building") in the City of Richmond in the Province of British Columbia.

B. Pursuant to an addendum to lease dated for reference  September 1, 1995 and a
lease  extension and amending  agreement  dated for reference  December 31, 1996
(collectively  the  "Addendum"),  the Tenant  agreed to lease from the  Landlord
certain  premises (the "Additional  Premises"),  having an area of approximately
5,052 square feet  located in Building 7 of  Knightsbridge  Business  Park 13140
Delf Place, in the City of Richmond, in the Province of British Columbia, on the
same terms and conditions as set out in the lease for a term of one (1) year and
ten (10) months expiring on the 30th day of June, 1997.

C. The Landlord and the tenant have agreed:

         (i)   to  extend  the  term of the  Tenant's  lease  of the  Additional
               Premises  pursuant  to the  Addendum  for a  further  period of 2
               months so as to expire the 31st day of August, 1997;

         (ii)  that the Tenant shall lease from the Landlord additional premises
               located in Building 8 of Knightsbridge  Business Park, 13200 Delf
               Place, in the City Richmond,  in the Province of British Columbia
               containing  an area  of  approximately  7,381  square  feet  (the
               "Building  8  Premises")  as shown  outlined  in blue on the plan
               marked Schedule "A" attached to this  Agreement,  for a term (the
               "Building 8 Premises Term") of 4 years and 2 months commencing on
               July 1, 1997 and ending on August 31, 2001;

         (iii) that the Tenant shall lease from the Landlord additional premises
               adjacent  to the  Premises  containing  an area of  approximately
               9,330 square feet  ("Suite  250") as shown  cross-hatched  on the
               plan marked Schedule "B" attached to this  Agreement,  for a term
               (the "Suite 250 Term") of 4 years commencing on September 1, 1997
               and ending on August 31, 2001; and

                                       -1-

<PAGE>


         (iv)  to extend  the Term of the Lease for the  Premises  for a further
               period of one (1) year and ten (10) months  commencing on the 1st
               day of November, 1999 and ending on the 31st day of August, 2001,

all on the terms and conditions set out in this Agreement.

NOW THEREFORE THIS AGREEMENT  WITNESSES that in  consideration of the sum of ten
Dollars ($10.00) now paid by the Tenant to the Landlord, the receipt of which is
hereby  acknowledged,  and the mutual covenants and agreements herein set forth,
the parties hereto covenant and agree as follows:

1.   The recitals as hereinbefore set out are true in substance and in fact.

2.   The term of the Tenants lease of the  Additional  Premises  pursuant to the
     Addendum is extended as of the 1st day of July,  1997 for a further term of
     two (2) months expiring on the 31st day of August, 1997 upon the same terms
     and  conditions as contained in the Addendum,  except for there shall be no
     further right of extension beyond the 31st day of August, 1997.

3.   The  Landlord  hereby  demises  and  leases to the  Tenant  the  Building 8
     Premises  during the Building 8 Premises Term upon the following  terms and
     conditions:

     (a) The Tenant  acknowledges and agrees that it is accepting  possession of
         the  Building 8 Premises in an "as is,  where is"  condition  as of the
         commencement  of the Fixturing  Period (as  hereinafter  defined).  The
         Tenant shall be responsible for its own  improvements to the Building 8
         Premises  and shall have a Rent (as  defined in the Lease)  free period
         (the "Fixturing  Period") commencing July 1, 1997 and ending August 31,
         1997 for the  purposes of carrying  out the  design,  construction  and
         fixturing  of the  Building  8  Premises  (the  "Tenant's  Work").  The
         Tenant's  Work  shall be in  accordance  with  professional  plans  and
         specifications  which have been  previously  approved in writing by the
         Landlord. Should the Tenant require additional utilities because of the
         nature of its  business,  in excess of those  already  provided  to the
         Building 8 Premises,  then the Tenant shall be responsible for the cost
         of installing  and/or supplying such additional  utilities,  subject to
         the Landlord's  prior approval.  All costs associated with the Tenant's
         Work  shall  be  borne  solely  by  the  Tenant.  The  Tenant  will  be
         responsible for obtaining all necessary  approvals and building permits
         from regulatory  authorities for the commencement and completion of the
         Tenant's  Work. If occupancy for the purposes of carrying on day to day
         business occurs prior to September 1, 1997, all terms of this Agreement
         will be  applicable  from the  date the  Tenant  takes  possession  and
         commences  operation  of its  day to day  business  in the  Building  8
         Premises  except for the  payment of Rent which  shall  commence  as of
         September 1, 1997;

     (b) the Tenant  shall pay to the Landlord a basic rental for the Building 8
         Premises of $51,667.00 per annum,  plus  applicable  goods and services
         tax,  based on an annual  rental  rate of $7.00 per square  foot of the
         rentable area of the Building 8 premises, in equal monthly installments
         of $4,305.58  each in advance on the first day of each  calender  month
         during the Building 8 Premises Term commencing September 1, 1997;

     (C) commencing  September  1, 1997 and for the  balance  of the  Building 8
         Premises  Term,  the Tenant shall pay to the Landlord  Additional  Rent
         with respect to the  Building 8 Premises  Term in  accordance  with the
         terms of the Lease;

     (d) the Landlord shall have the right to measure the Building 8 Premises in
         accordance  with the  provisions of Section  19.02 of the Lease,  which
         determination  shall be final and binding on the  parties,  and if such
         determination  is different  than as set out in Recital C. (ii) of this
         Agreement  all  sums  payable  as  Rent  under  this   Agreement,   the
         calculation  of which  is  affected  by the  change  in area,  shall be
         adjusted  retroactive  to  September  1,  1997  to give  effect  to the
         measured area;

     (e) the Tenant  shall use the  Building 8 Premises  for the same purpose as
         set out in Basic Term .03 of the Lease;

     (f) during the period  July 1, 1997 to August 31,  2001,  the Tenant  shall
         have  the  right  to  use,  free  of  charge,  surface  parking  stalls
         surrounding  Building 8 at a ratio of two (2)  stalls per 1,000  square
         feet of the rentable area of the Building 8 premises; and

     (g) all the terms of the Lease shall  apply to the lease of the  Building 8
         Premises  pursuant  to this  Agreement  except to the extent  that they
         conflict  with  the  Agreement  or  are  clearly  inapplicable  to,  or
         inappropriate  to be applied  to,  this  Agreement  and the  Building 8
         Premises.  For greater  certainty,  but without limiting the foregoing,
         any terms of the Lease  with  respect  to free rent  periods  or tenant
         improvement  allowances,  and other  inducements  or  incentives do not
         apply to the lease of the Building 8 Premises under this Agreement.

                                      -2-

<PAGE>


4.   The Landlord  hereby demises and leases to the Tenant Suite 250 during the
     Suite 250 Term upon the following terms and conditions:

     (a) The Tenant  acknowledges and agrees that it is accepting  possession of
         Suite 250 in an "as is,  where is"  condition  as of September 1, 1997.
         Prior to  September  1, 1997,  the Landlord  shall be  responsible  for
         ensuring that all mechanical,  electrical and plumbing  services are in
         proper working  condition.  The Tenant shall be responsible for its own
         improvments  to  Suite  250.  Should  the  Tenant  require   additional
         utilities  because  of the nature of its  business,  in excess of those
         already provided to Suite 250, then the Tenant shall be responsible for
         the cost of installing  and/or  supplying  such  additional  utilities,
         subject to the Landlord's prior approval;

     (b) the Tenant  shall pay to the  Landlord a basic  rental for Suite 250 of
         $65,310.00 per annum,  plus applicable goods and services tax, based on
         an annual  rental rate of $7.00 per square foot of the rentable area of
         Suite 250, in equal monthly  installments  of $5,442.50 each in advance
         on the  first  day of each  calendar  month  during  the Suite 250 Term
         commencing September 1, 1997;

     (c) commencing September 1, 1997 and for the balance of the Suite 250 Term,
         the Tenant  shall pay to the Landlord  Additional  Rent with respect to
         Suite 250 Term in accordance with the terms of the Lease;

     (d) the Landlord  shall have the right to measure  Suite 250 in  accordance
         with the provisions of Section 19.02 of the Lease, which  determination
         shall be final and binding on the parties, and if such determination is
         different  than as set out in Recital C.  (iii) of this  Agreement  all
         sums payable as Rent under this Agreement,  the calculation of which is
         affected  by the  change  in area,  shall be  adjusted  retroactive  to
         September l, 1997 to give effect to the measured area;

     (e) the Tenant shall use Suite 250 for the same purpose as set out in Basic
         Term .03 of the Lease;

     (f) during the period  September  1, 1997 to August  31,  2001,  the Tenant
         shall have the right to use,  free of charge,  surface  parking  stalls
         surrounding  Suite 250 at a ratio of two (2)  stalls  per 1,000  square
         feet of the rentable area of Suite 250; and

     (g) all the  terms  of the  Lease  shall  apply to the  lease of Suite  250
         pursuant to this Agreement except to the extent that they conflict with
         the Agreement or are clearly  inapplicable  to, or  inappropriate to be
         applied to, this  Agreement and Suite 250. For greater  certainty,  but
         without limiting the foregoing,  any terms of the Lease with respect to
         free  rent  periods  or  tenant  improvement   allowances,   and  other
         inducements  or incentives do not apply to the lease of Suite 250 under
         this Agreement.

5.   The Term of the  Tenant's  lease of the  Premises  pursuant to the Lease is
     extended as of the 1st day of November,  1999 for a further Term of one (1)
     year and ten (10)  months  expiring  on the 31st day of  August,  2001 (the
     "Extension  Period") upon the same terms and conditions as contained in the
     Lease, except for:

     (a) the Tenant will accept the Premises in an "as is, where is" condition;

     (b) the  Landlord  has  no  responsibility  or  liability  for  making  any
         renovations, alterations or improvements in or to the Premises;

     (c) all  further  renovations,  alterations  or  improvements  in or to the
         Premises  are the  sole  responsibility  of the  Tenant  and  shall  be
         undertaken  and  completed  at the  Tenant's  expense  and  strictly in
         accordance with the provisions of the Lease;

     (d) during the Extension Period, the Tenant shall pay as Basic Rent the sum
         of $56,000.00 per annum,  in equal monthly  installments  of $4,666.67,
         based on an  annual  rate of $7.00 per  square  foot of the Area of the
         Leased Premises;

     (e) the  provisions  for free  Basic Rent and the  Allowance  as set out in
         Section 2.01 and 20.03 of the Lease respectively shall not apply during
         the Extension Period; and

     (f) the Lease shall be amended  pursuant  to the  amendments  contained  in
         Paragraph 6 of this Agreement.

6.   The  parties  acknowledge  and agree  that as and from the 1st day of July,
     1997, the Lease is amended to provide as follows:

                                       -3-

<PAGE>


     (a) Basic Term .04 of the Lease is amended by deleting "Five (5) years" and
         substituting  therefor  "Six (6)  years and ten (10)  months,  so as to
         expire August 3l, 2001."

     (b) Section  3.02 of the  Lease  is  amended  by  deleting  from  line  one
         "opinion" and substituting therefor "reasonable judgment".

     (c) Section 4.03 of the Lease is amended by:

         (i)   deleting from subparagraph (a) "entire" and substituting therefor
               "substantially all of"; and

         (ii)  inserting in the last sentence of the  provision  "substantially"
               before "vacate".

     (d) Section 4.04 of the Lease is amended by:

         (i)   inserting in line one after "Landlord", (which approval shall not
               be unreasonably withheld)";

         (ii)  inserting in line one before the word "request", "reasonable";

         (iii) inserting at the end of the first sentence";  provided,  however,
               that the  Landlord  agrees  that signs  substantially  similar to
               those  previously  utilized  by the Tenant on  properties  of the
               Landlord are hereby expressly approved";

         (iv)  inserting  at the end of the  second  sentence  "(which  approval
               shall not be unreasonably withheld)";

         (v)   deleting in line ten "may" and substituting therefor "shall".

     (e) Section  4.05 of the Lease is amended by  inserting  in line five after
         "thereof", ",other than normal course wear and tear,".

     (f) Section 4.06 of the Lease is amended by inserting in line two after the
         word "otherwise",  "other than customary snack and beverage  dispensing
         machines,".

     (g) Section 4.08 of the Lease is amended by:

         (i)   deleting in line three "and" and  substituting  therefor  "during
               the Tenant's normal business hours and by customary means, or";

         (ii)  inserting  in line three  before  "approved",  "may  otherwise by
               reasonably".

     (h) Section 4.10 of the Lease is amended by:

         (i)   inserting in line one before "best", "reasonable";

         (ii)  inserting in line three before "judgement", "reasonable";

         (iii) inserting  in  line  eight  before  "rules",   "such   reasonably
               necessary".

     (i) Section 5.01 of the Lease is amended by:

         (i)   inserting  at the  beginning  of line one  "Except  as  otherwise
               stated in this Lease,";

         (ii)  inserting in line eleven before "acceptable", "reasonably".

     (j) Section  5.03 of the Lease is  amended by  inserting  in line two after
         "hours",  "in a manner that shall not  unreasonably  interfere with the
         business or operations of the Tenant".

     (k) Section  5.04  of  the  Lease  is  amended  by  deleting  in  line  one
         "forthwith" and substituting therefor "as prompty as practicable in the
         reasonable judgement of the Landlord".

     (l) Section 5.05 of the Lease is amended by:

         (i)   inserting in line two after "hours",  "in a manner that shall not
               unreasonably  interfere  with  the  business  operations  of  the
               Tenant";

         (ii)  inserting in line three after "shall", "reasonably".

                                      -4-

<PAGE>


     (m) Section  5.06(c) of the Lease is amended by deleting  "to the extent of
         the proceeds of such insurance applicable thereto".

     (n) Section  5.08 of the Lease is amended by  deleting  all  references  to
         "sixty (60) days" and substituting therefor "forty five (45) days".

     (o) Section 5.09(d)(ii) of the Lease is deleted in its entirety.

     (p) The first  sentence  of  Section  6.01 of the Lease is  deleted  in its
         entirety.

     (q) Section  8.02 of the Lease is  amended by  inserting  in line six after
         "nature",  "other than such items and in a manner as are  described  in
         Schedule "E"".

     (r) Section 9.01 of the Lease is amended by:

         (i)   inserting in line seven after  "Landlord",  "(which consent shall
               not be unreasonably withheld)";

         (ii)  inserting at the end of the first sentence, "(which consent shall
               not be unreasonably withheld)".

     (s) Section 9.01 of the Lease is amended by  inserting at the  beginning of
         the provision, "Subject to Section 1.02,".

     (t) Section  9.03 of the Lease is amended by  inserting  in line four after
         "Premises",  "other than as permitted  under  Section 4.04 and Schedule
         "C",".

     (u) Section 9.04 of the Lease is amended by deleting  reference to "two (2)
         days" and substituting therefor "seven (7) days".

     (v) Section  10.01  of the  Lease  is  amended  by  deleting  in  line  two
         "consumer" and substituting therefor "consumed".

     (w) Section  11.01 (a) and (b) of the Lease is amended by  inserting at the
         beginning  of each  subparagraph,  "other  than as may be caused by the
         Landlord's gross negligence or willful misconduct,".

     (x) Section 12.01 of the Lease is amended by:

         (i)   inserting in subparagraph (f) before "vacate", "substantially";

         (ii)  deleting in  subparagraph  (i) all  references to "ten (10) days"
               and substituting therefor "ten (10) business days".

     (y) Section  12.06 of the  Lease is amended  by  deleting  in line one "the
         Landlord" and substituting therefor "either party".

     (z) Section 16.02 of the Lease is deleted in its entirety.

    (aa) The following shall be added to the Lease as Section 20.04:

         "20.04 Pre-Authorized Payment Plan

               The Tenant  authorizes  the  Landlord  to withdraw  monthly  Rent
         payments from the Tenant's account by way of direct withdrawals, as may
         be  arranged   from  time  to  time  between   financial   institutions
         administering  the  Tenant's  and the  Landlord's  accounts. The Tenant
         further agrees to execute and provide whatever  further  documentation,
         account  information,   cancelled  cheques  or  otherwise,   which  are
         reasonably requested by the Landlord in order to assist the Landlord in
         the  administration  of a pre-authorized  payment  procedure for monies
         owing or accruing due as Rent under this Lease.".

    (bb) The following shall be added to the Lease as Section 20.05:

         "20.05 Extension of Term

               The Tenant,  provided it has not been in material  default during
         the period July 1, 1997 to and  including  August 31, 2001,  shall have
         one  option to extend  the Term of the Lease for a further  period of 5
         years (the "Extended Term"),  such option to be exercised upon nine (9)
         months' written notice to the Landlord, prior to August 31,

                                      -5-

<PAGE>


         2001,  not to be given  sooner than fifteen (15) months prior to August
         31, 2001.  The Extended Term shall be on the same terms and  conditions
         as the initial  Term except for Basic  Rent,  any free rent  allowance,
         fixturing period,  tenant  improvement  allowance or other incentive or
         inducement and except for this option to extend.

               The Basic Rent  payable by the Tenant  during the  Extended  Term
         shall be  negotiated  and agreed upon between the parties  prior to the
         commencement  of the Extended Term based on the prevailing  fair market
         Basic  Rent at the  commencement  of the  Extended  Term for  similarly
         improved premises of similar size, quality,  use and location in office
         buildings of a similar size, quality and location in Richmond,  British
         Columbia.  Failing such agreement,  then within two (2) months prior to
         the  commencement of the Extended Term,  Basic Rent shall be determined
         by arbitration  under the provisions of the Commercial  Arbitration Act
         (British  Columbia) and in accordance  with this Section 20.05 provided
         that the  Basic  Rent  payable  shall not in any case be less than that
         payable  by the Tenant  during  the  period  July 1, 2000 to August 31,
         2001. For greater certainty; this option to extend is applicable to the
         premises known as the Premises, the Building 8 Premises and Suite 205."

    (cc) Schedule "C" to the Lease is amended by:

         (i)   inserting  in  line  two  of   Paragraph  2  before   "approved",
               "reasonably";

         (ii)  inserting  in  line  two of  Paragraph  7  before "satisfaction",
               "reasonable";

         (iii) inserting in Paragraph 8:

               (1)   line two before "mutually", "reasonably";

               (2)   line three before "approval","reasonable".

    (dd) Schedule  "E" to the Lease is amended by  inserting  at the end of the
         first  sentence in Paragraph 8, ", such  substances  including  without
         limitation  isopropanol,  nitric acid, sulfuric acid,  phosphoric acid,
         synergy cleaner, oxalic acid, cidex (gluteraldehyde) and epoxy".

7.   The Tenant  represents  and warrants that it has the right,  full power and
     authority to agree to these  amendments to the Lease,  and other provisions
     contained in this Agreement.

8.   The parties  confirm that in all other respects,  the terms,  covenants and
     conditions  of the Lease  remain  unchanged  and in full force and  effect,
     except as modified by this Agreement.  It is understood and agreed that all
     terms and expressions when used in this Agreement shall,  unless a contrary
     intention is expressed  herein,  have the same meanings as ascribed to them
     in the Lease.

                                      -6-

<PAGE>


9.   This  Agreement  shall  enure to the  benefit  of and be  binding  upon the
     parties hereto and their respective heirs,  executors,  administrators  and
     assigns as the case may be.

IN WITNESS  WHEREOF the Landlord and the Tenant have executed this  Agreement on
the day and year first above written.

BENTALL PROPERTIES LTD.

Per: /s/ Timothy P. Hogan
------------------------------------
Authorized Signatory

Per /s/ Don Weber
------------------------------------
Authorized Signatory


THE CORPORATE SEAL of
WESTMINSTER MANAGEMENT COROPORATION
was hereunto affixed in the presence of:                 [SEAL]

/s/     David Greenwood
------------------------------------
Authorized Signatory

/s/     Evangeline Brightman
------------------------------------
Authorized Signatory


THE CORPORATE SEAL of
ARTERIAL VASCULAR ENGINEERING CANADA,
INC. was hereunto affixed in the presence of:

/s/     Creg W. Dance
------------------------------------
Authorized Signatory


------------------------------------
Authorized Signatory


 Susan Milne
 Witness


                                      -7-

<PAGE>


                                  SCHEDULE "A"




                                      [MAP]



                                                                        
                                                                        
                                      -8-

<PAGE>


                                  SCHEDULE "B"




                                     [MAP]

                                   DELF PLACE
BUILDING 5
KNIGHTBRIDGE BUSINESS PARK
                                                                        
                                                                        

                                      -9-