Exhibit 10.35

STOCK PURCHASE AGREEMENT

Endocardial
Solutions, Inc.
1350 Energy Lane, Suite 110
St. Paul, Minnesota 55108

The
undersigned (the "Investor"), hereby confirms its agreement with you as follows:



|(If no exceptions, write "none." If left blank, response will be deemed to be "none.")
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Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.

| |  | Dated as of:February 25, 2002
| |  | -----------------------------
| |  | "INVESTOR"                   
| |  | By:                          
| |  |                              
| |  | Print Name:                  
| |  |                              
| |  | Title:                       
| |  |                              
| |  | Address:                     
| |  |                              
| |  |                              

AGREED
AND ACCEPTED: ENDOCARDIAL SOLUTIONS, INC.

By:
/s/JAMES W. BULLOCKTitle:Chief Executive Officer

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ANNEX I

TERMS AND CONDITIONS FOR PURCHASE OF SHARES

1.    Agreement to Sell and Purchase the Shares; Subscription Date.



The
Company shall indemnify and hold harmless the Investor from and against all fees, commissions or other payments owing by the Company to the Placement Agent or any other person or
firm acting on behalf of the Company hereunder.

2.    Delivery of the Shares at Closing.The completion of the purchase and sale of the Shares (the
"Closing") shall occur at a place and time, no later than February 27, 2002 (the "Closing Date"),
to be specified by the Company and the Placement Agent, and of which the Investors will be notified in advance by the Placement Agent. At the Closing, the Company shall deliver to the Investor one or
more stock certificates representing the number of Shares set forth in paragraph 3 of the Stock Purchase Agreement, each such certificate to be registered in the name of the Investor or, if so
indicated on the Stock Certificate Questionnaire attached hereto as Exhibit A, in the name of a nominee designated by the Investor provided that, if requested by the Investor, stock
certificates representing such Shares shall be delivered in escrow to such Investor's agent prior to the Closing, to be held until the completion of the Closing. In addition, on or prior to the
Closing Date, the Company shall cause counsel to the Company to deliver to the Investors a legal opinion substantially in the form attached hereto as Exhibit D.

The
Company's obligation to issue and sell the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company:
(a) prior receipt by the Company of a certified bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in
paragraph 3 of the Stock Purchase Agreement; (b) completion of purchases and sales under the Agreements with the Other Investors; and (c) the accuracy of the representations and
warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing.

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The
Investor's obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) the Company's agreement
to issue and sell, and the Investors' agreement to purchase, on the Closing Date, not less than one million one hundred thousand (1,100,000) shares of Common Stock; (b) the delivery to the
Investor by counsel to the Company of a legal opinion in the form attached hereto as Exhibit D; (c) the representations and warranties of the Company contained in Section 3 being
true and correct on and as of such Closing with the same effect as though such representations and warranties had been made on and as of the date of such Closing; (d) the absence of any order,
writ, injunction, judgment or decree that questions the validity of the Agreements or the right of the Company to enter into such Agreements or to consummate the transactions contemplated hereby and
thereby; and (e) the delivery to the Investor by the Secretary or Assistant Secretary of the Company of a certificate stating that the condition specified in part (c) of this paragraph
has been fulfilled.

3.    Representations, Warranties and Covenants of the Company.Except as otherwise described in the Company's
Annual Report on Form 10-K for the year ended December 31, 2000 (and any amendments
thereto filed prior to the date hereof), the Company's Proxy Statement for its 2001 Annual Meeting of Stockholders, or the Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2001, June 30, 2001 and September 30, 2001 (and any amendments thereto filed prior to the date hereof) or any of the Company's Current Reports on
Form 8-K filed since January 1, 2001 (collectively, the "SEC Reports"), the Company hereby represents and warrants to, and
covenants with, the Investor as of the date hereof and the Closing Date, as follows:



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4.    Representations, Warranties and Covenants of the Investor.



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5.    Survival of Representations, Warranties and Agreements.Notwithstanding any investigation made by any party
to this Agreement or by the Placement Agent, all covenants, agreements, representations and warranties made by the Company and the Investor herein shall survive the execution of this Agreement, the
delivery to the Investor of the Shares being purchased and the payment therefor.

6.    Registration of the Shares; Compliance with the Securities Act.



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With
a view to making available to the Investor the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit the
Investor to sell Shares to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in
Rule 144, until the earlier of (A) such date as all
of the Investor's Shares may be resold pursuant to Rule 144(k) or any other rule of similar effect or (B) such date as all of the Investor's Shares shall have been resold;
(ii) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and under the Exchange Act; and (iii) furnish to the Investor
upon request, as long as the Investor owns any Shares, (A) a written statement by the Company that it has complied with the reporting requirements of the Securities Act and the Exchange Act,
(B) a copy of the Company's most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other information as may be
reasonably requested in order to avail the Investor of any rule or regulation of the SEC that permits the selling of any such Shares without registration.

It
shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 6.1 that the Investor shall furnish to the Company such information
regarding itself, the Shares to be sold by Investor, and the intended method of disposition of such securities as shall be required to effect the registration of the Shares.

The
Company understands that the Investor disclaims being an underwriter, but the Investor being deemed an underwriter by the SEC shall not relieve the Company of any obligations it has
hereunder.



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7.    Notices.All notices, requests, consents and other communications hereunder shall be in writing, shall be
mailed (A) if within domestic United States by first-class registered or certified airmail,

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or nationally recognized overnight express courier, postage prepaid, or by facsimile, or (B) if delivered from outside the United States, by International Federal Express (or comparable
service) or facsimile, and shall be deemed given (i) if delivered by first-class registered or certified mail domestic, three business days after so mailed, (ii) if delivered by
nationally recognized overnight carrier, one (1) business day after so mailed, (iii) if delivered by International Federal Express (or comparable service), two (2) business days
after so mailed, (iv) if delivered by facsimile, upon electric confirmation of receipt and shall be delivered as addressed as follows:



8.    Changes.This Agreement may not be modified or amended except pursuant to an instrument in writing signed by
the Company and the Investor.

9.    Headings.The headings of the various sections of this Agreement have been inserted for convenience of
reference only and shall not be deemed to be part of this Agreement.

10.    Severability.In case any provision contained in this Agreement should be invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

11.    Governing Law.This Agreement shall be governed by, and construed in accordance with, the internal laws of
the State of Minnesota, without giving effect to the principles of conflicts of law.

12.    Counterparts.This Agreement may be executed in two or more counterparts, each of which shall constitute an
original, but all of which, when taken together, shall constitute but one instrument, and shall become effective when one or more counterparts have been signed by each party hereto and delivered to
the other parties.

13.    Confidential Disclosure Agreement.Notwithstanding any provision of this Agreement to the contrary, any
confidential disclosure agreement previously executed by the Company and the Investor in connection with the transactions contemplated by this Agreement shall remain in full force and effect in
accordance with its terms following the execution of this Agreement and the consummation of the transactions contemplated hereby.

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