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                                                                    EXHIBIT 10.8


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
EITHER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS AND MAY
NOT BE SOLD, TRANSFERRED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE DISTRIBUTED
FOR VALUE UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND
SUCH LAWS COVERING SUCH SECURITIES, OR THE COMPANY RECEIVES AN OPINION OF
COUNSEL ACCEPTABLE TO THE COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT,
OFFER, PLEDGE OR OTHER DISTRIBUTION FOR VALUE IS EXEMPT FROM THE REGISTRATION
AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND SUCH LAWS.


                                     WARRANT

                    TO PURCHASE 50,000 SHARES OF COMMON STOCK
                                       OF
                                 MEDICALCV, INC.

         THIS CERTIFIES THAT, for good and valuable consideration, Paul K.
Miller, ("Holder"), or his registered assigns, is entitled to subscribe for and
purchase from MedicalCV, Inc., a Minnesota corporation (the "Company"), at any
time after the date hereof, to and including 5:00 p.m. Minneapolis, Minnesota
time on November 19, 2004 (the "Expiration Date"), Fifty Thousand (50,000) fully
paid and nonassessable shares of the Common Stock of the Company at the price of
$2.00 per share (the "Warrant Exercise Price"), subject to the antidilution
provisions of this Warrant. The shares which may be acquired upon exercise of
this Warrant are referred to herein as the "Warrant Shares." As used herein, the
term "Holder" means the Agent, any party who acquires all or a part of this
Warrant as a registered transferee of the Agent, or any record holder or holders
of the Warrant Shares issued upon exercise, whether in whole or in part, of the
Warrant. As used herein, the term "Common Stock" means and includes the
Company's presently authorized common stock $.01 par value, and shall also
include any capital stock of any class of the Company hereafter authorized which
shall not be limited to a fixed sum or percentage in respect of the rights of
the Holders thereof to participate in dividends or in the distribution of assets
upon the voluntary or involuntary liquidation, dissolution, or winding up of the
Company. This Warrant is one of two warrants of identical terms granted to the
Holder in connection with the holder's guaranty of certain financing of the
Company.

         This Warrant is subject to the following provisions, terms and
conditions:

         1. EXERCISE: TRANSFERABILITY.

                  (a) The rights represented by this Warrant may be exercised by
         the Holder hereof, in whole or in part (but not as to a fractional
         share of Common Stock), by written notice of exercise (in the form
         attached hereto) delivered to the Company at the principal office of
         the Company prior to the Expiration Date and accompanied or preceded by
         the surrender of this Warrant along with a check in payment of the
         Warrant Exercise Price for such shares.

         2. EXCHANGE AND REPLACEMENT. Subject to Sections 1 and 7 hereof, this
Warrant is exchangeable upon the surrender hereof by the Holder to the Company
at its office for new Warrants of like tenor and date representing in the
aggregate the right to purchase the number of Warrant Shares purchasable
hereunder, each of such new Warrants to represent the right to purchase such
number of Warrant Shares (not to exceed the aggregate total number purchasable
hereunder) as shall be designated by the Holder at the time of such surrender.
Upon receipt by the Company of evidence reasonably

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satisfactory to it of the loss, theft, destruction, or mutilation of this
Warrant, and, in case of loss, theft or destruction, of indemnity or security
reasonably satisfactory to it, and upon surrender and cancellation of this
Warrant, if mutilated, the Company will make and deliver a new Warrant of
like tenor, in lieu of this Warrant; provided, however, that if the Agent
shall be such Holder, an agreement of indemnity by such Holder shall be
sufficient for all purposes of this Section 2. This Warrant shall be promptly
canceled by the Company upon the surrender hereof in connection with any
exchange or replacement. The Company shall pay all expenses, taxes (other
than stock transfer taxes), and other charges payable in connection with the
preparation, execution, and delivery of Warrants pursuant to this Section 2.

         3. ISSUANCE OF THE WARRANT SHARES.

                  (a) The Company agrees that the shares of Common Stock
         purchased hereby shall be and are deemed to be issued to the Holder as
         of the close of business on the date on which this Warrant shall have
         been surrendered and the payment made for such Warrant Shares as
         aforesaid. Subject to the provisions of the next section, certificates
         for the Warrant Shares so purchased shall be delivered to the Holder
         within a reasonable time, not exceeding fifteen (15) days after the
         rights represented by this Warrant shall have been so exercised, and,
         unless this Warrant has expired, a new Warrant representing the right
         to purchase the number of Warrant Shares, if any, with respect to which
         this Warrant shall not then have been exercised shall also be delivered
         to the Holder within such time.

                  (b) Notwithstanding the foregoing, however, the Company shall
         not be required to deliver any certificate for Warrant Shares upon
         exercise of this Warrant except in accordance with exemptions from the
         applicable securities registration requirements or registrations under
         applicable securities laws. Such Holder shall also provide the Company
         with written representations from the Holder and the proposed
         transferee satisfactory to the Company regarding the transfer or, at
         the election of the Company, an opinion of counsel reasonably
         satisfactory to the Company to the effect that the proposed transfer of
         this Warrant or disposition of shares may be effected without
         registration or qualification (under any Federal or State law) of this
         Warrant or the Warrant Shares. Upon receipt of such written notice and
         either such representations or opinion by the Company, such Holder
         shall be entitled to transfer this Warrant, or to exercise this Warrant
         in accordance with its terms and dispose of the Warrant Shares, all in
         accordance with the terms of the notice delivered by such Holder to the
         Company, provided that an appropriate legend, if any, respecting the
         aforesaid restrictions on transfer and disposition may be endorsed on
         this Warrant or the certificates for the Warrant Shares. Nothing
         herein, however, shall obligate the Company to effect registrations
         under federal or state securities laws, except as provided in Section
         9. If registrations are not in effect and if exemptions are not
         available when the Holder seeks to exercise the Warrant, the Warrant
         exercise period will be extended, if need be, to prevent the Warrant
         from expiring, until such time as either registrations become effective
         or exemptions are available, and the Warrant shall then remain
         exercisable for a period of at least 30 calendar days from the date the
         Company delivers to the Holder written notice of the availability of
         such registrations or exemptions. The Holder agrees to execute such
         documents and make such representations, warranties, and agreements as
         may be required solely to comply with the exemptions relied upon by the
         Company, or the registrations made, for the issuance of the Warrant
         Shares.

         4. COVENANTS OF THE COMPANY. The Company covenants and agrees that all
Warrant Shares will, upon issuance, be duly authorized and issued, fully paid,
nonassessable, and free from all taxes, liens, and charges with respect to the
issue thereof except for all taxes, liens and changes imposed by the Holder. The
Company further covenants and agrees that during the period within which the
rights represented by this Warrant may be exercised, the Company will at all
times have authorized and reserved

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for the purpose of issue or transfer upon exercise of the subscription rights
evidenced by this Warrant a sufficient number of shares of Common Stock to
provide for the exercise of the rights represented by this Warrant.

         5. ANTIDILUTION ADJUSTMENTS. The provisions of this Warrant are subject
to adjustment as provided in this Section 5.

                  (a) The Warrant Exercise Price shall be adjusted from time to
         time such that in case the Company shall hereafter:

                           (i) pay any dividends on any class of stock of the
                  Company payable in Common Stock or securities convertible into
                  Common Stock;

                           (ii) subdivide its then outstanding shares of Common
                  Stock into a greater number of shares; or

                           (iii) combine outstanding shares of Common Stock, by
                  reclassification or otherwise;

then, in any such event, the Warrant Exercise Price in effect immediately prior
to such event shall (until adjusted again pursuant hereto) be adjusted
immediately after such event to a price (calculated to the nearest full cent)
determined by dividing (a) the number of shares of Common Stock outstanding
immediately prior to such event, multiplied by the then existing Warrant
Exercise Price, by (b) the total number of shares of Common Stock outstanding
immediately after such event (including the maximum number of shares of Common
Stock issuable in respect of any securities convertible into Common Stock), and
the resulting quotient shall be the adjusted Warrant Exercise Price per share.
An adjustment made pursuant to this Subsection shall become effective
immediately after the record date in the case of a dividend or distribution and
shall become effective immediately after the effective date in the case of a
subdivision, combination or reclassification. If, as a result of an adjustment
made pursuant to this Subsection, the Holder of any Warrant thereafter
surrendered for exercise shall become entitled to receive shares of two or more
classes of capital stock or shares of Common Stock and other capital stock of
the Company, the Board of Directors (whose determination shall be conclusive)
shall determine the allocation of the adjusted Warrant Exercise Price between or
among shares of such classes of capital stock or shares of Common Stock and
other capital stock. All calculations under this Subsection shall be made to the
nearest cent or to the nearest 1/100 of a share, as the case may be. In the
event that at any time as a result of an adjustment made pursuant to this
Subsection, the Holder of any Warrant thereafter surrendered for exercise shall
become entitled to receive any shares of the Company other than shares of Common
Stock, thereafter the Warrant Exercise Price of such other shares so receivable
upon exercise of any Warrant shall be subject to adjustment from time to time in
a manner and on terms as nearly equivalent as practicable to the provisions with
respect to Common Stock contained in this Section 5.

                  (b) Upon each adjustment of the Warrant Exercise Price
         pursuant to Section 5(a) above, the Holder of each Warrant shall
         thereafter (until another such adjustment) be entitled to purchase at
         the adjusted Warrant Exercise Price the number of shares, calculated to
         the nearest full share, obtained by multiplying the number of shares
         specified in such Warrant (as adjusted as a result of all adjustments
         in the Warrant Exercise Price in effect prior to such adjustment) by
         the Warrant Exercise Price in effect prior to such adjustment and
         dividing the product so obtained by the adjusted Warrant Exercise
         Price.

                  (c) In case of any consolidation or merger to which the
         Company is a party, or in case of any sale or conveyance to another
         corporation of the property of the Company as an entirety or
         substantially as an entirety, or in the case of any statutory exchange
         of securities with

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         another corporation (including any exchange effected in connection with
         a merger of a third corporation into the Company), there shall be no
         adjustment under Subsection (a) of this Section above but the Holder
         of each Warrant then outstanding shall have the right thereafter to
         convert such Warrant into the right to receive, upon exercise of such
         warrant, the kind and amount of shares of stock and other securities
         and property which such Holder would have owned or have been entitled
         to receive immediately after such consolidation, merger, statutory
         exchange, sale, or conveyance had such Warrant been exercised
         immediately prior to the effective date of such consolidation, merger,
         statutory exchange, sale, or conveyance and in any such case, if
         necessary, appropriate adjustment shall be made in the application of
         the provisions set forth in this Section with respect to the rights
         and interests thereafter of any Holders of the Warrant, to the end
         that the provisions set forth in this Section shall thereafter
         correspondingly be made applicable, as nearly as may reasonably be,
         in relation to any shares of stock and other securities and property
         thereafter deliverable on the exercise of the Warrant. The provisions
         of this Subsection shall similarly apply to successive consolidations,
          mergers, statutory exchanges, sales or conveyances.

                  (d) Upon any adjustment of the Warrant Exercise Price, then
         and in each such case, the Company shall within ten (10) days after the
         date when the circumstances giving rise to the adjustment occurred give
         written notice thereof, by first-class mail, postage prepaid, addressed
         to the Holder as shown on the books of the Company, which notice shall
         state the Warrant Exercise Price resulting from such adjustment and the
         increase or decrease, if any, in the number of shares of Common Stock
         purchasable at such price upon the exercise of this Warrant, setting
         forth in reasonable detail the method of calculation and the facts upon
         which such calculation is based.

                  (e) In case any time:

                           (i) the Company shall declare any cash dividend on
                  its Common Stock at a rate in excess of the rate of the last
                  cash dividend theretofore paid;

                           (ii) the Company shall pay any dividend payable in
                  stock upon its Common Stock or make any distribution (other
                  than regular cash dividends) to the holders of its Common
                  Stock;

                           (iii) the Company shall offer for subscription pro
                  rata to the holders of its Common Stock any additional shares
                  of stock of any class or other rights;

                           (iv) there shall be any capital reorganization or
                  reclassification of the capital stock of the Company, or any
                  consolidation or merger of the Company with, or sale of all or
                  substantially all of its assets to, another corporation; or

                           (v) there shall be a voluntary or involuntary
                  dissolution, liquidation or winding up of the Company;

then, in any one or more of said cases, the Company shall give written notice,
by first-class mail, postage prepaid, addressed to the holder of this Warrant at
the address of such holder as shown on the books of the Company, of the date on
which (aa) the books of the Company shall close or a record shall be taken for
such dividend, distribution or subscription rights, or (bb) such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding up shall take place, as the case may be. Such notice also shall specify
the date as of which the holders of Common Stock of record shall participate in
such dividend, distribution or subscription rights, or shall be entitled to
exchange their Common Stock for securities or other property deliverable upon
such reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding up, as the case may be. Such written notice shall be at
least 20 days prior to the action

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in question and not less than 20 days prior to the record date or the date on
which the Company's transfer books are closed in respect thereto.

                  (f) If any event occurs as to which in the opinion of the
         Board of Directors of the Company the other provisions of this Section
         5 are not strictly applicable or if strictly applicable would not
         fairly protect the purchase rights of the holders of the Warrants or of
         Common Stock in accordance with the essential intent and principles of
         such provisions, then the Board of Directors of the Company shall make
         an adjustment in the application of such provisions, in accordance with
         such essential intent and principles, so as to protect such purchase
         rights as aforesaid.

         6. NO RIGHTS AS A SHAREHOLDER. This Warrant shall not entitle the
Holder to any voting rights or other rights as a shareholder of the Company.
Notwithstanding anything contained herein to the contrary, the holder of this
Warrant shall not be deemed a Shareholder of the Company for any purpose
whatsoever until and unless this Warrant is duly exercised.

         7. NOTICE OF TRANSFER OF WARRANT OR RESALE OF THE WARRANT SHARES.

                  (a) Subject to the sale, assignment, hypothecation, or other
         transfer restrictions set forth in Section 1 hereof, the Holder, by
         acceptance hereof, agrees to give written notice to the Company before
         transferring this Warrant or transferring any Warrant Shares of such
         Holder's intention to do so, describing briefly the manner of any
         proposed transfer. Promptly upon receiving such written notice, the
         Company shall present copies thereof to the Company's counsel and to
         counsel to the original purchaser of this Warrant. If in the opinion of
         each such counsel the proposed transfer may be effected without
         registration or qualification (under any federal or state securities
         laws), the Company, as promptly as practicable, shall notify the Holder
         of such opinion, whereupon the Holder shall be entitled to transfer
         this Warrant or to dispose of Warrant Shares received upon the previous
         exercise of this Warrant, all in accordance with the terms of the
         notice delivered by the Holder to the Company; provided that an
         appropriate legend may be endorsed on this Warrant or the certificates
         for such Warrant Shares respecting restrictions upon transfer thereof
         necessary or advisable in the opinion of counsel to the Company and
         satisfactory to the Company to prevent further transfers which would be
         in violation of Section 5 of the Securities Act of 1933, as amended
         (the "1933 Act") and applicable state securities laws; and provided
         further that the prospective transferee or purchaser shall execute such
         documents and make such representations, warranties, and agreements as
         may be required solely to comply with the exemptions relied upon by the
         Company for the transfer or disposition of the Warrant or Warrant
         Shares.

                  (b) If in the opinion of either of the counsel referred to in
         this Section 7, the proposed transfer or disposition of this Warrant or
         such Warrant Shares described in the written notice given pursuant to
         this Section 7 may not be effected without registration or
         qualification of this Warrant or such Warrant Shares the Company shall
         promptly give written notice thereof to the Holder, and the Holder will
         limit its activities in respect to such as, in the opinion of both such
         counsel, are permitted by law.

         8. FRACTIONAL SHARES. Fractional shares shall not be issued upon the
exercise of this Warrant, but in any case where the Holder would, except for the
provisions of this Section, be entitled under the terms hereof to receive a
fractional share, the Company shall, upon the exercise of this Warrant for the
largest number of whole shares then called for, pay a sum in cash equal to the
sum of (a) the excess, if any, of the Fair Market Value (as defined in Section
10(d)) of such fractional share over the proportional part of the Warrant
Exercise Price represented by such fractional share, plus (b) the proportional
part of the Warrant Exercise Price represented by such fractional share.

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         9. REGISTRATION OF WARRANT SHARES. Neither this Warrant nor the Warrant
Shares has been registered under the 1933 Act or state securities laws. The
Company is not obligated, and does not intend, to register the Warrant Shares
under such laws. The Company agrees, however, that if during the term of this
Warrant, and for a period of one year following the complete exercise of this
Warrant, it will extend to the Holder, rights with respect to the registration
of the Warrant Shares comparable to such rights, if any, as are granted by the
Company to any independent contractor who provides consulting services to the
Company.

         10. ADDITIONAL RIGHT TO CONVERT WARRANT.

                  (a) The Holder of this Warrant shall have the right to require
         the Company to convert this Warrant (the "Conversion Right") at any
         time after it is exercisable, but prior to its expiration, into shares
         of Company Common Stock as provided for in this Section 10. Upon
         exercise of the Conversion Right with respect to a particular number of
         shares subject to this Warrant (the "Converted Warrant Shares"), the
         Company shall deliver to the Holder (without payment by the Holder of
         any Warrant Exercise Price) that number of shares of Company Common
         Stock equal to the quotient obtained by dividing (x) the Conversion
         Value (as defined herein) by (y) the Fair Market Value (as defined in
         paragraph (d) below) of one share of Company Common Stock immediately
         prior to the exercise of the Conversion Right. The "Conversion Value"
         of the Converted Warrant Shares shall be determined by subtracting the
         aggregate Warrant Exercise Price of the Converted Warrant Shares from
         the aggregate Fair Market Value (as defined in paragraph (d) below) of
         the Converted Warrant Shares. No fractional shares shall be issuable
         upon exercise of the Conversion Right, and if the number of shares to
         be issued in accordance with the foregoing formula is other than a
         whole number, the Company shall pay to the holder of this Warrant an
         amount in cash equal to the fair market value of the resulting
         fractional share.

                  (b) The Conversion Right may be exercised by the Holder, at
         any time or from time to time after it is exercisable, prior to its
         expiration, on any business day by delivering a written notice in the
         form attached hereto (the "Conversion Notice") to the Company at the
         offices of the Company exercising the Conversion Right and specifying
         (i) the total number of shares of Common Stock the Holder will purchase
         pursuant to such conversion and (ii) a place and date not less than one
         or more than 20 business days from the date of the Conversion Notice
         for the closing of such purchase.

                  (c) At any closing under Section 10(b) hereof, (i) the Holder
         will surrender the Warrant and (ii) the Company will deliver to the
         Holder a certificate or certificates for the number of shares of
         Company Common Stock issuable upon such conversion, together with cash,
         in lieu of any fraction of a share, and (iii) the Company will deliver
         to the Holder a new Warrant representing the number of shares, if any,
         with respect to which the Warrant shall not have been exercised.

                  (d) Fair Market Value of a share of Common Stock as of a
         particular date (the "Determination Date") shall mean:

                           (i) If the Company's Common Stock is traded on an
                  exchange or is quoted on the Nasdaq National Market System,
                  then the average closing or last sale prices, respectively,
                  reported for the ten (10) business days immediately preceding
                  the Determination Date,

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                           (ii) If the Company's Common Stock is not traded on
                  an exchange or on the Nasdaq National Market System but is
                  traded on the Nasdaq SmallCap Market or other over-the-counter
                  market, then the average closing bid and asked prices reported
                  for the ten (10) business days immediately preceding the
                  Determination Date, and

                           (iii) If the Company's Common Stock is not traded on
                  an exchange or on the Nasdaq National Market, Nasdaq SmallCap
                  Market or other over-the-counter market, then the price
                  established in good faith by the Company's Board of Directors.

         11. MISCELLANEOUS.

                  (a) Whenever reference is made herein to the issue or sale of
         shares of Common Stock, the term "Common Stock" shall include any stock
         of any class of the Company other than preferred stock with a fixed
         limit on dividends and a fixed amount payable in the event of any
         voluntary or involuntary liquidation, dissolution or winding up of the
         Company.

                  (b) The Company will not, by amendment of its Articles of
         Incorporation or through reorganization, consolidation, merger,
         dissolution or sale of assets, or by any other voluntary act or deed,
         avoid or seek to avoid the observance or performance of any of the
         covenants, stipulations or conditions to be observed or performed
         hereunder by the Company, but will, at all times in good faith, assist,
         insofar as it is able, in the carrying out of all provisions hereof and
         in the taking of all other action which may be necessary in order to
         protect the rights of the Holder hereof against dilution.

                  (c) The representations, warranties and agreements herein
         contained shall survive the exercise of this Warrant. References to the
         "holder of" include the immediate holder of shares purchased on the
         exercise of this Warrant, and the word "holder" shall include the
         plural thereof.

                  (d) This Common Stock Purchase Warrant shall be interpreted
         under the laws of the State of Minnesota.

                  (e) Neither this Warrant nor any term hereof may be changed,
         waived, discharged or terminated orally but only by an instrument in
         writing signed by the part against which enforcement of the change,
         waiver, discharge or termination is sought.

         IN WITNESS WHEREOF, MedicalCV, Inc. has caused this Warrant to be
signed by its duly authorized officer and this Warrant to be dated this 6th day
of December, 2000.

                                             MedicalCV, Inc.


                                             By /s/ Adel A. Mikhail
                                                --------------------------------
                                                Adel A. Mikhail
                                             Its Chief Executive Officer

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TO:      MedicalCV, Inc.


NOTICE OF EXERCISE OF WARRANT  --     To Be Executed by the Registered Holder in
-----------------------------         Order to Exercise the Warrant

The undersigned hereby irrevocably elects to exercise the attached Warrant to
purchase for cash, __________________ of the shares issuable upon the exercise
of such Warrant, and requests that certificates for such shares (together with a
new Warrant to purchase the number of shares, if any, with respect to which this
Warrant is not exercised) shall be issued in the name of

                                  --------------------------------------------
                                  (Print Name)


Please insert social security or
other identifying number of
registered Holder of
certificate (_____________)       Address:

                                  ---------------------------------------

                                  ---------------------------------------





Date:
     ---------------------------  --------------------------------------------
                                                    Signature*

*The signature on the Notice of Exercise of Warrant must correspond to the name
as written upon the face of the Warrant in every particular without alteration
or enlargement or any change whatsoever. When signing on behalf of a
corporation, partnership, trust or other entity, PLEASE indicate your
position(s) and title(s) with such entity.

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                                 ASSIGNMENT FORM

To be signed only upon authorized transfer of Warrants.


         FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and
transfers unto _______________________________ the right to purchase the
securities of MedicalCV, Inc. to which the within Warrant relates and appoints
______________________, attorney, to transfer said right on the books of
MedicalCV, Inc. with full power of substitution in the premises.

         Date:
              ---------------------   ----------------------------------------
                                                      (Signature)


                                                Address:
                                                ------------------------------

                                                ------------------------------

                                                ------------------------------


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