**EXHIBIT 10.8**

**COMMERCIAL GUARANTY**

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| **Principal**                                                                                                                                                                                                                                          | **Loan Date** | **Maturity** | **Loan No.** | **Call/Coll** | **Account** | **Officer   M3Y** | **Initials** |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------|--------------|--------------|---------------|-------------|-------------------|--------------|
| References  in the shaded area are for Lender’s use only and do not limit the  applicability of this document to any particular loan or item.  Any item above containing “* * *” has been  omitted due to text length limitations. |

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| **Borrower:**  | **MEDICAL  CV, INC.   9724 S ROBERT TRL   INVER GROVE HEIGHTS, MN 55077** |   | **Lender:** | **ASSOCIATED  BANK MINNESOTA,   NATIONAL ASSOCIATION   1801 RIVERSIDE AVENUE   MINNEAPOLIS, MN 55454** | ** ** |
|----------------|---------------------------------------------------------------------------|--------|-------------|--------------------------------------------------------------------------------------------------------|------------|
|           |                                                                      |   |        |                                                                                                   |       |
| **Guarantor:** | **PAUL MILLER  1809 LYDIA AV W  ROSEVILLE, MN 55113**                     |   |        |                                                                                                   |       |

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**AMOUNT OF GUARANTY**.  The principal amount of this Guaranty is TwoMillion & 00/100 Dollars ($2,000,000.00).

**CONTINUING GUARANTY**.  For good and valuable consideration, PAULMILLER (“Guarantor”) absolutely and unconditionally guarantees and promises topay to ASSOCIATED BANK MINNESOTA, NATIONAL ASSOCIATION (“Lender”) or its order,in legal tender of the United States of America, the Indebtedness (as that termis defined below) of MEDICAL CV, INC. (“Borrower”) to Lender on the terms andconditions set forth in the Guaranty. The obligations of Guarantor under this Guaranty are continuing.

**MAXIMUM LIABILITY**.  The maximum liability of Guarantor underthis Guaranty shall not exceed at any one time the sum of the principal amountof $2,000,000.00, plus all interest thereon, plus all of Lender’s costs,expenses, and reasonable attorneys’ fees incurred in connection with orrelating to (A) the collection of the Indebtedness, (B) the collection and saleof any collateral for the Indebtedness or this Guaranty, or (C) the enforcementof this Guaranty.  Attorneys’ feesinclude, without limitation, reasonable attorneys’ fees whether or not there isa lawsuit, and if there is a lawsuit, any fees and costs for trial and appeals.

Theabove limitation on liability is not a restriction on the amount of theIndebtedness of Borrower to Lender either in the aggregate or at any onetime.  If Lender presently holds one ormore guaranties, or hereafter receives additional guaranties from Guarantor,Lender’s rights under all guaranties shall be cumulative.  This Guaranty shall not (unless specificallyprovided below to the contrary) affect or invalidate any such otherguaranties.  Guarantor’s liability willbe Guarantor’s aggregate liability under the terms of this Guaranty and anysuch other unterminated guaranties.

**INDEBTEDNESS GUARANTEED**.  The Indebtedness guaranteed by this Guarantyincludes any and all of Borrower’s indebtedness to Lender and is used in themost comprehensive sense and means and includes any and all of Borrower’sliabilities, obligations and debts to Lender, now existing or hereinafterincurred or created, including, without limitation, all loans, advances,interest, costs, debts, overdraft indebtedness, credit card indebtedness, leaseobligations, other obligations, and liabilities of Borrower, or any of them,and any present or future judgments against Borrower, or any of them; andwhether any such Indebtedness is voluntarily or involuntarily incurred, due ornot due, absolute or contingent, liquidated or unliquidated, determined orundetermined; whether Borrower may be liable individually or jointly withothers, or primarily or secondarily, or as guarantor or surety; whether recoveryon the Indebtedness may be or may become barred or unenforceable againstBorrower for any reason whatsoever; and whether the Indebtedness arises fromtransactions which may be voidable on account of infancy, insanity, ultravires, or otherwise.

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**DURATION OF GUARANTY**.  This Guaranty will take effect when receivedby Lender without the necessity of any acceptance by Lender, or any notice toGuarantor or to Borrower, and will continue in full force until allIndebtedness incurred or contracted before receipt by Lender of any notice ofrevocation shall have been fully and finally paid and satisfied and all ofGuarantor’s other obligations under this Guaranty shall have been performed infull.  If Guarantor elects to revokethis Guaranty, Guarantor may only do so in writing.  Guarantor’s written notice of revocation must be mailed toLender, by certified mail, at Lender’s address listed above or such other placeas Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or newIndebtedness created after actual receipt by Lender of Guarantor’s writtenrevocation.  For this purpose andwithout limitation, the term “new Indebtedness” does not include Indebtednesswhich at the time of notice of revocation is contingent, unliquidated,undetermined or not due and which later becomes absolute, liquidated,determined or due.  This Guaranty willcontinue to bind Guarantor for all Indebtedness incurred by Borrower orcommitted by Lender prior to receipt of Guarantor’s written notice ofrevocation, including any extensions, renewals, substitutions or modificationsof the Indebtedness.  All renewals,extensions, substitutions, and modifications of the Indebtedness granted afterGuarantor’s revocation, are contemplated under this Guaranty and, specificallywill not be considered to be new Indebtedness. This Guaranty shall bind Guarantor’s estate as to Indebtedness createdboth before and after Guarantor’s death or incapacity, regardless of Lender’sactual notice of Guarantor’s death. Subject to the foregoing, Guarantor’s executor or administrator or otherlegal representative may terminate this Guaranty in the same manner in whichGuarantor might have terminated it and with the same effect.  Release of any other guarantor or terminationof any other guaranty of the Indebtedness shall not affect the liability ofGuarantor under this Guaranty.  Arevocation Lender receives from any one or more Guarantors shall not affect theliability of any remaining Guarantors under this Guaranty.  **It is anticipated that fluctuations may occur in theaggregate amount of Indebtedness covered by this Guaranty, and Guarantorspecifically acknowledges and agrees that reductions in the amount ofIndebtedness, even to zero dollars ($0.00), prior to Guarantor’s writtenrevocation of this Guaranty shall not constitute a termination of thisGuaranty.  This Guaranty is beingingupon Guarantor and Guarantor’s heirs, successors and assigns so long as any ofthe guaranteed Indebtedness remains unpaid and even though the Indebtednessguaranteed may from time to time be zero dollars ($0.00).**

**GUARANTOR’S AUTHORIZATION TO LENDER**.  Guarantor authorizes Lender, either beforeor after any revocation hereof, without notice or demand and without lesseningGuarantor’s liability under this Guaranty, from time to time: (A) prior torevocation as set forth above, to make one or more additional secured orunsecured loans to Borrower, to lease equipment or other goods to Borrower, orotherwise to extend additional credit to Borrower; (B) to alter, compromise,renew, extend, accelerate, or otherwise change one or more times the time forpayment or other terms of the Indebtedness or any part of the Indebtedness,including increases and decreases of the rate of interest on the Indebtedness;extensions may be repeated and may be for longer than the original loan term;(C) to take and hold security for the payment of this Guaranty or theIndebtedness, and exchange, enforce, waive, subordinate, fail or decide not toperfect, and release any such security, with or without the substitution of newcollateral; (D) to release, substitute, agree not to sue, or deal with any oneor more of Borrower’s sureties, endorsers, or other guarantors on any terms orin any manner Lender may choose; (E) to determine how, when and whatapplication of payments and credits shall be made on the Indebtedness; (F) toapply such security and direct the order or manner of sale thereof, includingwithout limitation, any nonjudicial sale permitted by the terms of thecontrolling security agreement or deed of trust, as Lender in its discretionmay determine; (G) to sell, transfer, assign or grant participations in all orany part of the Indebtedness; and (H) to assign or transfer this Guaranty inwhole or in part.

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**GUARANTOR’S REPRESENTATIONS ANDWARRANTIES**.  Guarantorrepresents and warrants to Lender that (A) no representations or agreements ofany kind have been made to Guarantor which would limit or qualify in any waythe terms of this Guaranty; (B) this Guaranty is executed at Borrower’s requestand not at the request of Lender; (C) Guarantor has full power, right andauthority to enter into this Guaranty; (D) the provisions of this Guaranty donot conflict with or result in a default under any agreement or otherinstrument binding upon Guarantor and do not result in a violation of any law,regulation, court decree or order applicable to Guarantor; (E) Guarantor hasnot and will not, without the prior written consent of Lender, sell, lease,assign, encumber, hypothecate, transfer, or otherwise dispose of all orsubstantially all of Guarantor’s assets, or any interest therein; (F) uponLender’s request, Guarantor will provide to Lender financial and creditinformation in form acceptable to Lender, and all such financial informationwhich currently has been, and all future financial information which will beprovided to Lender is and will be true and correct in all material respects andfairly present Guarantor’s financial condition as of the dates the financial informationis provided; (G) no material adverse change has occurred in Guarantor’sfinancial condition since the date of the most recent financial statementsprovided to Lender and no event has occurred which may materially adverselyaffect Guarantor’s financial condition; (H) no litigation, claim,investigation, administrative proceeding or similar action (including those forunpaid taxes) against Guarantor is pending or threatened; (I) Lender has madeno representation to Guarantor as to the creditworthiness of Borrower; and (J)Guarantor has established adequate means of obtaining from Borrower on acontinuing basis information regarding Borrower’s financial condition.  Guarantor agrees to keep adequately informedfrom such means of any facts, events, or circumstances which might in any wayaffect Guarantor’s risks under this Guaranty, and Guarantor further agreesthat, absent a request for information, Lender shall have no obligation todisclose to Guarantor any information or documents acquired by Lender in thecourse of its relationship with Borrower.

**GUARANTOR’S WAIVERS**.  Except as prohibited by applicable law,Guarantor waives any right to require Lender (A) to continue lending money orto extend other credit to Borrower; (B) to make any presentment, protest,demand, or notice of any kind, including notice of any nonpayment of theIndebtedness or of any nonpayment related to any collateral, or notice of anyaction or nonaction on the part of Borrower, Lender, any surety, endorser, orother guarantor in connection with the Indebtedness or in connection with thecreation of new or additional loans or obligations; (C) to resort for paymentor to proceed directly or at once against any person, including Borrower or anyother guarantor; (D) to proceed directly against or exhaust any collateral heldby Lender from Borrower, any other guarantor, or any other person; (E) to givenotice of the terms, time, and place of any public or private sale of personalproperty security held by Lender from Borrower or to comply with any otherapplicable provisions of the Uniform Commercial Code; (F) to pursue any otherremedy within Lender’s power; or (G) to commit any act or omission of any kind,or at any time, with respect to any matter whatsoever.

Inaddition to the waivers set forth herein, if now or hereafter Borrower is orshall become insolvent and the Indebtedness shall not at all times until paidbe fully secured by collateral pledged by Borrower, Guarantor hereby foreverwaives and gives up in favor of Lender and Borrower, and Lender’s andBorrower’s respective successors, any claim or right to payment Guarantor maynow have or hereafter have or acquire against Borrower, by subrogation orotherwise, so that at no time shall Guarantor be or become a “creditor” of Borrowerwithin the meaning of 11 U.S.C. section 547(b), or any successor provision ofthe Federal bankruptcy laws.

Guarantoralso waives any and all rights or defenses arising by reason of (A) any “oneaction” or “anti-deficiency” law or any other law which may prevent Lender frombringing any action, including a claim for deficiency, against Guarantor,before or after Lender’s commencement or completion of any foreclosure action,either judicially or by exercise of a power of sale; (B) any election of remediesby Lender which destroys or otherwise adversely affects Guarantor’s subrogationrights or Guarantor’s rights 

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toproceed against Borrower for reimbursement, including without limitation, anyloss of rights Guarantor may suffer by reason of any law limiting, qualifying,or discharging the Indebtedness; (C) any disability or other defense ofBorrower, of any other guarantor, or of any other person, or by reason of thecessation of Borrower’s liability from any cause whatsoever, other than paymentin full in legal tender, of the Indebtedness; (D) any right to claim dischargeof the Indebtedness on the basis of unjustified impairment of any collateralfor the Indebtedness; (E) any statute of limitations, if at any time any actionor suit brought by Lender against Guarantor is commenced, there is outstandingIndebtedness of Borrower to Lender which is not barred by any applicablestatute of limitations; or (F) any defenses given to guarantors at law or inequity other than actual payment and performance of the Indebtedness.  If payment is made by Borrower, whethervoluntarily or otherwise, or by any third party, on the Indebtedness andthereafter Lender is forced to remit the amount of that payment to Borrower’strustee in bankruptcy or to any similar person under any federal or statebankruptcy law or law for the relief of debtors, the Indebtedness shall beconsidered unpaid for the purpose of the enforcement of this Guaranty.

Guarantorfurther waives and agrees not to assert or claim at any time any deductions tothe amount guaranteed under this Guaranty for any claim of setoff,counterclaim, counter demand, recoupment or similar right, whether such claim,demand or right may be asserted by the Borrower, the Guarantor, or both.

**GUARANTOR’S UNDERSTANDING WITHRESPECT TO WAIVER**.  Guarantorwarrants and agrees that each of the waivers set forth above is made withGuarantor’s full knowledge of its significance and consequences and that, underthe circumstances, the waivers are reasonable and not contrary to public policyor law.  If any such waiver isdetermined to be contrary to any applicable law or public policy, such waivershall be effective only to the extent permitted by law or public policy.

**RIGHT OF SETOFF**.  To the extent permitted by applicable law,Lender reserves a right of setoff in all Guarantor’s accounts with Lender(whether checking, savings, or some other account).  This includes all accounts Guarantor holds jointly with someoneelse and all accounts Guarantor may open in the future.  However, this does not include any IRA orKeogh accounts, or any trust accounts for which setoff would be prohibited bylaw.  Guarantor authorizes Lender, tothe extent permitted by applicable law, to hold these funds if there is adefault, and Lender may apply the funds in these accounts to pay what Guarantorowes under the terms of this Guaranty.

**SUBORDINATION OF BORROWER’S DEBTSTO GUARANTOR**.  Guarantoragrees that the Indebtedness of Borrower to Lender, whether now existing orhereafter created, shall be superior to any claim that Guarantor may now haveor hereafter acquire against Borrower, whether or not Borrower becomesinsolvent.  Guarantor hereby expresslysubordinates any claim Guarantor may have against Borrower, upon any accountwhatsoever, to any claim that Lender may now or hereafter have againstBorrower.  In the event of insolvencyand consequent liquidation of the assets of Borrower, through bankruptcy, by anassignment for the benefit of creditors, by voluntary liquidation, orotherwise, the assets of Borrower applicable to the payment of the claims ofboth Lender and Guarantor shall be paid to Lender and shall be first applied byLender to the Indebtedness of Borrower to Lender.  Guarantor does hereby assign to Lender all claims which it mayhave or acquire against Borrower or against any assignee or trustee inbankruptcy of Borrower; provided however, that such assignment shall beeffective only for the purpose of assuring to Lender full payment in legaltender of the Indebtedness.  If Lenderso requests, any notes or credit agreements now or hereafter evidencing anydebts or obligations of Borrower to Guarantor shall be marked with a legendthat the same are subject to this Guaranty and shall be delivered toLender.  Guarantor agrees, and Lender ishereby authorized, in the name of Guarantor, from time to time to execute andfile financing statements and continuation statements and to execute such otherdocuments and to take such other actions as Lender deems necessary orappropriate to perfect, preserve and enforce its rights under this Guaranty.

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**MISCELLANEOUS PROVISIONS**.  The following miscellaneous provisions are apart of this Guaranty:

**Amendments**.  This Guaranty, together with any RelatedDocuments, constitutes the entire understanding and agreement of the parties asto the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unlessgiven in writing and signed by the party or parties sought to be charged orbound by the alteration or amendment.

**Attorneys’ Fees; Expenses**.  Guarantor agrees to pay upon demand all ofLender’s costs and expenses, including Lender’s reasonable attorneys’ fees andLender’s legal expenses, incurred in connection with the enforcement of thisGuaranty.  Lender may hire or paysomeone else to help enforce this Guaranty, and Guarantor shall pay the costsand expenses of such enforcement.  Costsand expenses include Lender’s reasonable attorneys’ fees and legal expenseswhether or not there is a lawsuit, including reasonable attorneys’ fees andlegal expenses for bankruptcy proceedings (including efforts to modify orvacate any automatic stay or injunction), appeals, and any anticipatedpost-judgment collection services. Guarantor also shall pay all court costs and such additional fees as maybe directed by the court.

**Caption Headings**.  Caption headings in this Guaranty are forconvenience purposes only and are not to be used to interpret or define theprovisions of this Guaranty.

**Governing Law.  This Guaranty will be governed by, construedand enforced in accordance with federal law and the laws of the State ofMinnesota.  This Guaranty has beenaccepted by Lender in the State of Minnesota**.

**Integration**.  Guarantor further agrees that Guarantor hasread and fully understands the terms of this Guaranty; Guarantor has had theopportunity to be advised by Guarantor’s attorney with respect to thisGuaranty; the Guaranty fully reflects Guarantor’s intentions and parol evidenceis not required to interpret the terms of this Guaranty.  Guarantor hereby indemnifies and holdsLender harmless from all losses, claims, damages, and costs (including Lender’sattorneys’ fees) suffered or incurred by Lender as a result of any breach byGuarantor of the warranties, representations and agreements of this paragraph.

**Interpretation**.  In all cases where there is more than oneBorrower or Guarantor, then all words used in this Guaranty in the singularshall be deemed to have been used in the plural where the context andconstruction so require; and where there is more than one Borrower named inthis Guaranty or when this Guaranty is executed by more than one Guarantor, thewords “Borrower” and “Guarantor” respectively shall mean all and any one ormore of them.  The words “Guarantor,”“Borrower,” and “Lender” include the heirs, successors, assigns, andtransferees of each of them.  If a courtfinds that any provision of this Guaranty is not valid or should not beenforced, that fact by itself will not mean that the rest of this Guaranty willnot be valid or enforced.  Therefore, acourt will enforce the rest of the provisions of this Guaranty even if aprovision of this Guaranty may be found to be invalid or unenforceable.  If any one or more of Borrower or Guarantorare corporations, partnerships, limited liability companies, or similarentities, it is not necessary for Lender to inquire into the powers of Borroweror Guarantor or of the officers, directors, partners, managers, or other agentsacting or purporting to act on their behalf, and any Loan indebtedness made orcreated in reliance upon the professional exercise of such powers shall beguaranteed under this Guaranty.

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**Notices**.  Any notice required to be given under thisGuaranty shall be given in writing, and except for revocation notices by Guarantor,shall be effective when actually delivered, when actually received bytelefacsimile (unless otherwise required by law), when deposited with anationally recognized overnight courier, or, if mailed, when deposited in theUnited States mail, as first class, certified or registered mail postageprepaid, directed to the addresses shown near the beginning of thisGuaranty.  All revocation notices byGuarantor shall be in writing and shall be effective upon delivery to Lender asprovided in the section of this Guaranty entitled “DURATION OF GUARANTY.”  Any party may change its address for noticesunder this Guaranty by giving formal written notice to the other parties,specifying that the purpose of the notice is to change the party’saddress.  For notice purposes, Guarantoragrees to keep Lender informed at all times of Guarantor’s currentaddress.  Unless otherwise provided orrequired by law, if there is more than one Guarantor, any notice given byLender to any Guarantor is deemed to be notice given to all Guarantors.

**No Waiver by Lender**.  Lender shall not be deemed to have waivedany rights under this Guaranty unless such waiver is given in writing andsigned by Lender.  No delay or omissionon the part of Lender in exercising any right shall operate as a waiver of suchright or any other right.  A waiver byLender of a provision of this Guaranty shall not prejudice or constitute awaiver of Lender’s right otherwise to demand strict compliance with thatprovision or any other provision of this Guaranty.  No prior waiver by Lender, nor any course of dealing betweenLender and Guarantor, shall constitute a waiver of any Lender’s rights or ofany of Guarantor’s obligations as to any future transactions.  Whenever the consent of Lender is requiredunder this Guaranty, the granting of such consent by Lender in any instanceshall not constitute continuing consent to subsequent instances where suchconsent is required and in all cases such consent may be granted or withheld inthe sole discretion of Lender.

**Successors and Assigns**.  Subject to any limitations stated in thisGuaranty on transfer of Guarantor’s interest, this Guaranty shall be bindingupon and inure to the benefit of the parties, their successors and assigns.

**Waive Jury.  Lender and Guarantor hereby waive the rightto any jury trial in any action, proceeding, or counterclaim brought by eitherLender or Borrower against the other**.

**DEFINITIONS**.  The following capitalized words and termsshall have the following meanings when used in this Guaranty.  Unless specifically stated to the contrary,all references to dollar amounts shall mean amounts in lawful money of theUnited States of America.  Words andterms used in the singular shall include the plural, and the plural shallinclude the singular, as the context may require.  Words and terms not otherwise defined in this Guaranty shall havethe meanings attributed to such terms in the Uniform Commercial Code.

**Borrower**.  The word “Borrower” means MEDICAL CV, INC.,and all other persons and entities signing the Note in whatever capacity.

**Guarantor**.  The word “Guarantor” means each and everyperson or entity signing this Guaranty, including without limitation PAULMILLER.

**Guaranty**.  The word “Guaranty” means the guaranty fromGuarantor to Lender, including without limitation a guaranty of all or part ofthe Note.

**Indebtedness**.  The word “Indebtedness” means Borrower’sindebtedness to Lender as more particularly described in this Guaranty.

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**Lender**.  The word “Lender” means ASSOCIATED BANKMINNESOTA, NATIONAL ASSOCIATION, its successors and assigns.

**Note**.  The word “Note” means the promissory note dated November 23,2002, **inthe original principal amount of $2,500,000.00** from Borrower toLender, together with all renewals of, extensions of, modifications of,refinancings of, consolidations of, and substitutions for the promissory noteor agreement.

**Related Documents**.  The words “Related Documents” mean allpromissory notes, credit agreements, loan agreements, environmental agreements,guaranties, security agreements, mortgages, deeds of trust, security deeds,collateral mortgages, and all other instruments, agreements and documents,whether now or hereafter existing, executed in connection with theIndebtedness.

**EACH UNDERSIGNED GUARANTORACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITSTERMS.  IN ADDITION, EACH GUARANTORUNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR’S EXECUTION ANDDELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTILTERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED “DURATION OFGUARANTY”.  NO FORMAL ACCEPTANCE BYLENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE.  THIS GUARANTY IS DATED NOVEMBER 23, 2002**.

**GUARANTOR:**

 
| **x**                                      | /s/  Paul K. Miller |
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| **  PAUL MILLER,  Individually** |

 

 

 

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