**Exhibit 10.1**

**ENDOCARDIAL SOLUTIONS, INC.AMENDED AND RESTATED1993 LONG-TERM INCENTIVEANDSTOCK OPTION PLAN(AS AMENDED MAY 15, 2001)**

Section 1.  Purpose of Plan.

                           Purpose.  This Plan shall be known as the “ENDOCARDIALSOLUTIONS, INC. AMENDED AND RESTATED 1993 LONG-TERM INCENTIVE AND STOCK OPTIONPLAN” and is hereinafter referred to as the “Plan.”  The purpose of the Plan is to aid in maintaining and developingpersonnel capable of assuring the future success of Endocardial Solutions,Inc., a Delaware corporation (the “Company”), to offer such personneladditional incentives to put forth maximum efforts for the success of thebusiness, and to afford them an opportunity to acquire a proprietary interestin the Company through stock options and other long-term incentive awards asprovided herein.  Options granted underthis Plan may be either incentive stock options (Incentive Stock Options”)within the meaning of Section 422 of the Internal Revenue Code of 1986 (the“Code”), or options that do not qualify as Incentive Stock Options.  Awards granted under this Plan shall beSARs, restricted stock or performance awards as hereinafter described.  With respect to outstanding Incentive StockOptions at the time of amendment of this Plan, such options shall continue tobe governed by the terms of the Plan prior to this amendment.

Section 2.  Stock Subject to Plan.

                           Subjectto the provisions of Section 15 hereof, the stock to be subject to optionsor other awards under the Plan shall be the Company’s authorized but unissuedshares of Common Stock, $.01 par value (the “Common Shares”).  Such shares shall be authorized but unissuedshares.  Subject to adjustment asprovided in Section 15 hereof, the maximum number of shares on whichoptions may be exercised or other awards issued under this Plan shall be2,550,000 shares.  If an option or awardunder the Plan expires, or for any reason is terminated or unexercised withrespect to any shares, such shares shall again be available for options orawards thereafter granted during the term of the Plan.

Section 3.  Administration of Plan.

                           (a)         The Plan shall be administered by theBoard of Directors of the Company or a committee thereof.  The members of any such committee shall beappointed by and serve at the pleasure of the Board of Directors.  (The group administering the Plan shallhereinafter be referred to as the “Committee.”)

                           (b)        The Committee shall have plenaryauthority in its discretion, but subject to the express provisions of the Plan:(i) to determine the purchase price of the Common Shares covered by eachoption or award, (ii) to determine the employees to whom and the time ortimes at which such options and awards shall be granted and the number ofshares to be subject to each, (iii) to determine the form of payment to bemade upon the exercise of an SAR or in connection with performance awards,either cash, Common Shares of the Company or a combination thereof,(iv) to determine the terms of exercise of each option and award, (v) toaccelerate the time at which all or any part of an option or award may beexercised, (vi) to amend or modify the terms of any option or award withthe consent of the optionee, (vii) to interpret the Plan, (viii) toprescribe, amend and rescind rules and regulations relating to the Plan,(ix) to determine the terms and provisions of each option and awardagreement under the Plan (which agreements need not be identical), includingthe designation of those options intended to be Incentive Stock Options, and(x) to make all other determinations necessary or advisable for theadministration of the Plan, subject to the exclusive authority of the Board ofDirectors under Section 16 herein to amend or terminate the Plan.  The Committee’s determinations on theforegoing matters, unless otherwise disapproved by the Board of Directors ofthe Company, shall be final and conclusive.
                           (c)         The Committee shall select one of itsmembers as its Chair and shall hold its meetings at such times and places as itmay determine.  A majority of itsmembers shall constitute a quorum.  Alldetermintations of the Committee shall be made by not less than a majority ofits members.  Any decision ordetermination reduced to writing and signed by all of the members of theCommittee shall be fully effective as if it had been made by a majority vote ata meeting duly called and held.  Thegrant of an option or award shall be effective only if a written agreementshall have been duly executed and delivered by and on behalf of the Companyfollowing such grant.  The Committee mayappoint a Secretary and may make such rules and regulations for the conduct ofits business as it shall deem advisable.

Section 4.  Eligibility and Grant.

                           (a)         Eligibility.  Incentive Stock Options may only be grantedunder this Plan to any full or part-time employee (which term as used hereinincludes, but is not limited to, officers and directors who are also employees)of the Company and of its present and future subsidiary corporations within themeaning of Section 424(f) of the Code (herein called “subsidiaries”).  Full or part-time employees, officers,consultants, directors (including directors who are not employees of theCompany) or independent contractors of the Company or one of its subsidiariesshall be eligible to receive options which do not qualify as Incentive StockOptions and awards.  In determining thepersons to whom options and awards shall be granted and the number of sharessubject to each, the Committee may take into account the nature of servicesrendered by the respective employees or consultants, their present andpotential contributions to the success of the Company and such other factors asthe Committee in its discretion shall deem relevant.

                           (b)        Grant of Additional Options.  A person who has been granted an option oraward under this Plan may be granted additional options or awards under thePlan if the Committee shall so determine; provided, however, that for IncentiveStock Options to the extent the aggregate fair market value (determined at thetime the Incentive Stock Option is granted) of the Common Shares with respectto which all Incentive Stock Options are exercisable for the first time by anemployee during any calendar year (under all plans described in subsection (d)of Section 422 of the Code of his or her employer corporation and itsparent and subsidiary corporations) exceeds $100,000, such options shall betreated as options that do not qualify as Incentive Stock Options.  Nothing in the Plan or in any agreementthereunder shall confer on any employee any right to continue in the employ ofthe Company or any of its subsidiaries or affect, in any way, the right of theCompany or any of its subsidiaries to terminate his or her employment at anytime.

Section 5.  Price.

                           Theoption price for all Incentive Stock Options granted under the Plan shall bedetermined by the Committee but shall not be less than 100% of the fair marketvalue of the Common Shares at the date of grant of such option.  The option price for options granted underthe Plan that do not qualify as Incentive Stock Options and, if applicable, theprice for all awards shall also be determined by the Committee.  For purposes of the preceding sentence andfor all other valuation purposes under the Plan, the fair market value of theCommon Shares shall be as reasonably determined by the Committee.  If on the date of grant of any option oraward hereunder the Common Shares are not traded on an established securitiesmarket, the Committee shall make a good faith attempt to satisfy therequirements of this Section 5 and in connection therewith shall take suchaction as it deems necessary or advisable.

Section 6.  Term.

                           Eachoption and award and all rights and obligations thereunder shall expire on thedate determined by the Committee and specified in the option or awardagreement.  The Committee shall be underno duty to provide terms of like duration for options or awards granted underthe Plan, but the term of an Incentive Stock Option may not extend more thanten (10) years form the date of grant of such option and the term of optionsgranted under the Plan which do not qualify as Incentive Stock Options may notextend more than fifteen (15) years from the date of granting of such option.
Section 7.  Exercise of Option or Award.

                           (a)         Exercisability.  The Committee shall have full and completeauthority to determine whether an option or award will be exercisable in fullat any time or from time to time during the term thereof, or to provide for theexercise thereof in such installments, upon the occurrence of such events (suchas termination of employment for any reason) and at such times during the termof the option as the Committee may determine and specify in the option or awardagreement.

                           (b)        No Violation of State or Federal Laws.  The exercise of any option or award grantedhereunder shall only be effective at such time that the sale of Common Sharespursuant to such exercise will not violate any state or federal securities orother laws.

                           (c)         Method of Exercise.  An optionee or grantee electing to exercisean option or award shall give written notice to the Company of such electionand of the number of shares subject to such exercise.  The full purchase price of such shares shall be tendered withsuch notice of exercise.  Payment shallbe made to the Company in cash (including bank check, certified check, personalcheck, or money order), or, at the discretion of the Committee and as specifiedby the Committee, (i) by delivering certificates for the Company’s CommonShares already owned by the optionee or grantee having a fair market value asof the date of grant equal to the full purchase price of the shares, or(ii) by delivering the optionee’s or grantee’s promissory note, whichshall provide for interest at a rate not less than the minimum rate required toavoid the imputation of income, original issue discount or a below-market-rateloan pursuant to Sections 483, 1274 or 7872 of the Code or any successorprovisions thereof, or (iii) a combination of cash, the optionee’s orgrantee promissory note and such shares. The fair market value of such tendered shares shall be determined asprovided in Section 5 herein.  Theoptionee’s or grantee’s promissory note shall be a full recourse liability ofthe optionee and may, at the discretion of the Committee, be secured by apledge of the shares being purchased. Until such person has been issued the shares subject to such exercise,he or she shall possess no rights as a shareholder with respect to such shares.

Section 8.  Stock Appreciation Rights.

                           (a)         Grant.  At the time of grant of an option or award under the Plan (or atany other time), the Committee, in its discretion, may grant a StockAppreciation Right (“SAR”) evidenced by an agreement in such form as the Committeeshall from time to time approve.  Anysuch SAR may be subject to restrictions on the exercise thereof as may be setforth in the agreement representing such SAR, which agreement shall comply withand be subject to the following terms and conditions and any additional termsand conditions established by the Committee that are consistent with the termsof the Plan.

                           (b)        Exercise.  An SAR shall be exercised by the delivery tothe Company of a written notice which shall state that the holder thereofelects to exercise his or her SAR as to the number of shares specified in thenotice and which shall further state what portion, if any, of the SAR exerciseamount (hereinafter defined) the holder thereof requests is to be paid in cashand what portion, if any, is to be paid in Common Shares of the Company.  The Committee promptly shall cause to bepaid to such holder the SAR exercise amount either in cash, in Common Shares ofthe Company, or any combination of cash and shares as the Committee maydetermine.  Such determination may beeither in accordance with the request made by the holder of the SAR or in thesole and absolute discretion of the Committee. The SAR exercise amount is the excess of the fair market value of oneshare of the Company’s Common Shares on the date of exercise over the per shareexercise price in respect of which the SAR was granted, multiplied by thenumber of shares as to which the SAR is exercised.  For the purposes hereof, the fair market value of the Company’sshares shall be determined as provided in Section 5 herein.

Section 9.  Restricted Stock Awards.

                           Awardsof Common Shares subject to forfeiture and transfer restrictions may be grantedby the Committee.  Any restricted stockaward shall be evidenced by an agreement in such form as the Committee shallfrom time to time approve, which agreement shall comply with and be subject tothe following terms and conditions and any additional terms and conditionsestablished by the Committee that are consistent with the terms of the Plan:
                           (a)         Grant of Restricted Stock Awards.  Each restricted stock award made under thePlan shall be for such number of Common Shares as shall be determined by theCommittee and set forth in the agreement containing the terms of suchrestricted stock award.  Such agreementshall set forth a period of time during which the grantee must remain in thecontinuous employment of the Company in order for the forfeiture and transferrestrictions to lapse.  If the Committeeso determines, the restrictions may lapse during such restricted period ininstallments with respect to specified portions of the shares covered by therestricted stock award.  The agreementmay also, in the discretion of the Committee, set forth performance or otherconditions that will subject the Common Shares to forfeiture and transferrestrictions.  The Committee may, at itsdiscretion, waive all or any part of the restrictions applicable to any or alloutstanding restricted stock awards.

                           (b)        Delivery of Common Shares andRestrictions.  At the time of arestricted stock award, a certificate representing the number of Common Sharesawarded thereunder shall be registered in the name of the grantee.  Such certificate shall be held by theCompany or any custodian appointed by the Company for the account of thegrantee subject to the terms and conditions of the Plan, and shall bear such alegend setting forth the restrictions imposed thereon as the Committee, in itsdiscretion, may determine.  The granteeshall have all rights of a shareholder with respect to the Common Shares,including the right to receive dividends and the right to vote such shares,subject to the following restrictions: (i) the grantee shall not beentitled to delivery of the stock certificate until the expiration of therestricted period and the fulfillment of any other restrictive conditions setforth in the restricted stock agreement with respect to such Common Shares;(ii) none of the Common Shares may be sold, assigned, transferred,pledged, hypothecated or otherwise encumbered or disposed of during such restrictedperiod or until after the fulfillment of any such other restrictive conditions;and (iii) except as otherwise determined by the Committee, all of theCommon Shares shall be forfeited and all rights of the grantee to such CommonShares shall terminate, without further obligation on the part of the Company,unless the grantee remains in the continuous employment of the Company for theentire restricted period in relation to which such Common Shares were grantedand unless any other restrictive conditions relating to the restricted stockaward are met.  Any Common Shares, anyother securities of the Company and any other property (except for cashdividends) distributed with respect to the Common Shares subject to restrictedstock awards shall be subject to the same restrictions, terms and conditions assuch restricted Common Shares.

                           (c)         Termination of Restrictions.  At the end of the restricted period andprovided that any other restrictive conditions of the restricted stock awardare met, or at such earlier time as otherwise determined by the Committee, allrestrictions set forth in the agreement relating to the restricted stock awardor in the Plan shall lapse as to the restricted Common Shares subject thereto,and a stock certificate for the appropriate number of Common Shares, free ofthe restrictions and the restricted stock legend, shall be delivered to thegrantee or his or her beneficiary or estate, as the case may be.

Section 10.  Performance Awards.

                           TheCommittee is further authorized to grant performance awards.  Subject to the terms of this Plan and anyapplicable award agreement, a performance award granted under the Plan(i) may be denominated or payable in cash, Common Shares (including,without limitation, restricted stock), other securities, other awards, or otherproperty and (ii) shall confer on the holder thereof rights valued asdetermined by the Committee, in its discretion, and payable to, or exercisableby, the holder of the performance awards, in whole or in part, upon the achievementof such performance goals during such performance periods as the Committee, inits discretion, shall establish. Subject to the terms of this Plan and any applicable award agreement,the performance goals to be achieved during any performance period, the lengthof any performance period, the amount of any performance award granted, and theamount of any payment or transfer to be made by the grantee and by the Companyunder any performance award shall be determined by the Committee.Section 11.  Income Tax Withholdingand Tax Bonuses.
                           (a)         Withholding of Taxes.  In order to comply with all applicablefederal or state income tax laws or regulations, the Company may take suchaction as it deems appropriate to ensure that all applicable federal or statepayroll, withholding, income or other taxes, which are the sole and absoluteresponsibility of an optionee or grantee under the Plan, are withheld orcollected from such optionee or grantee. In order to assist an optionee or grantee in paying all federal and statetaxes to be withheld or collected upon exercise of an option or award whichdoes not qualify as an Incentive Stock Option hereunder, the Committee, in itsabsolute discretion and subject to such additional terms and conditions as itmay adopt, shall permit the optionee or grantee to satisfy such tax obligationby (i) electing to have the Company withhold a portion of the sharesotherwise to be delivered upon exercise of such option or award with a fairmarket value, determined in accordance with Section 5 herein, equal tosuch taxes or (ii) delivering to the Company Common Shares other than theshares issuable upon exercise of such option or award with a fair market value,determined in accordance with Section 5, equal to such taxes.

                           (b)        Tax Bonus.  The Committee shall have the authority, atthe time of grant of an option under the Plan or at any time thereafter, toapprove tax bonuses to designated optionees or grantees to be paid upon theirexercise of options or awards granted hereunder.  The amount of any such payments shall be determined by theCommittee.  The Committee shall havefull authority in its absolute discretion to determine the amount of any suchtax bonus and the terms and conditions affecting the vesting and paymentthereafter.

Section 12.  Additional Restrictions.

                           TheCommittee shall have full and complete authority to determine whether all orany part of the Common Shares of the Company acquired upon exercise of any ofthe options or awards granted under the Plan shall be subject to restrictionson the transferability thereof or any other restrictions affecting in anymanner the optionee’s or grantee’s rights with respect thereto, but any suchrestriction shall be contained in the agreement relating to such options orawards.

Section 13.  Ten Percent Shareholder Rule.

                           Notwithstandingany other provision in the Plan, if at the time an option is otherwise to begranted pursuant to the Plan the optionee owns directly or indirectly (withinthe meaning of Section 424(d) of the Code) Common Shares of the Companypossessing more than ten percent (10%) of the total combined voting power ofall classes of stock of the Company or its parent or subsidiary corporations,if any (within the meaning of Section 422(b)(6) of the Code), then any IncentiveStock Option to be granted to such optionee pursuant to the Plan shall satisfythe requirements of Section 422(c)(5) of the Code, and the option priceshall be not less than 110% of the fair market value of the Common Shares ofthe Company determined as described herein, and such option by its terms shallnot be exercisable after the expiration of five (5) years from the date suchoption is granted.

Section 14.  Non-Transferability.

                           Nooption or award granted under the Plan shall be transferable by an optionee orgrantee, otherwise than by will or the laws of descent or distribution.  Except as otherwise provided in an option oraward agreement, during the lifetime of an optionee or grantee, the optionshall be exercisable only by such optionee or grantee.

Section 15.  Dilution or Other Adjustments.

                           Ifthere shall be any change in the Common Shares through merger, consolidation,reorganization, recapitalization, dividend in the form of stock (of whateveramount), stock split or other change in the corporate structure, appropriateadjustments in the Plan and outstanding options and awards shall be made by theCommittee.  In the event of any suchchanges, adjustments shall include, where appropriate, changes in the aggregatenumber of shares subject to the Plan, the number of shares and the price pershare subject to outstanding options and awards and the amount payable uponexercise of outstanding awards, in order to prevent dilution or enlargement ofoption or award rights.Section 16.  Amendment or Discontinuanceof Plan.
                           TheBoard of Directors may amend or discontinue the Plan at any time.  Subject to the provisions of Section 15 noamendment of the Plan, however, shall without shareholder approval:(i) increase the maximum number of shares under the Plan as provided inSection 2 herein, (ii) decrease the minimum price provided inSection 5 herein, (ii) extend the maximum term under Section 6,or (iv) modify the eligibility requirements for participation in the Plan.  The Board of Directors shall not alter orimpair any option or award theretofore granted under the Plan without theconsent of the holder of the option.

Section 17.  Time of Granting.

                           Nothingcontained in the Plan or in any resolution adopted or to be adopted by theBoard of Directors or by the shareholders of the Company, and no action takenby the Committee or the Board of Directors (other than the execution anddelivery of an option or award agreement), shall constitute the granting of anoption or award hereunder.

Section 18.  Effective Date and Termination of Plan.

                           (a)         The Plan was approved by the Board ofDirectors on May 5, 1993, and as amended on _________, 1994 and theamendments shall be effective upon the approval by the shareholders of theCompany (the “Effective Date”).

                           (b)        Unless the Plan shall have beendiscontinued as provided in Section 15 hereof, the Plan shall terminateMay 4, 2003.  No option or awardmay be granted after such termination, but termination of the Plan shall not,without the consent of the optionee or grantee, alter or impair any rights orobligations under any option or award theretofore granted.