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Exhibit 10.1  




  STOCK PURCHASE AGREEMENT         


Endocardial
Solutions, Inc.

1350 Energy Lane, Suite 110

St. Paul, MN 55108 


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


    1.  This
Stock Purchase Agreement (the "Agreement") is made as of the date set forth below between Endocardial Solutions, Inc., a Delaware corporation (the
"Company"), and the Investor. 


    2.  The
Company and the Investor agree that the Investor will purchase from the Company and the Company will issue and sell to the Investor            shares
(the "Shares") of common stock of the Company, $.01 par value per share (the "Common Stock"), for a purchase price of $6.25 per share, or an aggregate purchase price of $            ,
pursuant
to the Terms and Conditions for Purchase of Shares attached hereto as Annex I and incorporated herein by this reference as if fully set forth herein. Unless otherwise requested by the Investor,
certificates representing the Shares purchased by the Investor will be registered in the Investor's name and address as set forth below. 


    3.  The
Investor represents that, except as set forth below, (a) it has had no position, office or other material relationship within the past three years with
the Company or its affiliates, (b) neither it, nor any group of which it is a member or to which it is related, beneficially owns (including the right to acquire or vote) any securities of the
Company and (c) it has no direct or indirect affiliation or association with any NASD member. Exceptions: 






(If no exceptions, write "none." If left blank, response will be deemed to be "none.") 


    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:	 	, 2000
	 	 	 	
	 
	 

 	 
 	 



	 	 	"INVESTOR"





	 

 	 
 	 

By:	 

 	 

 
	 	 	 	






	 	 	Print Name:	 	 
	 	 	 	






	 	 	Title:	 	 
	 	 	 	






	 	 	Address:	 	 
	 	 	 	






	 

AGREED AND ACCEPTED:

Endocardial Solutions, Inc.	 
 	 

 
	 

By:	 
 	 

 	 
 	 

 
	 	 	
	 	 
	Title:	 	 	 	 
	 	 	
	 	 








 



  ANNEX I
       TERMS AND CONDITIONS FOR PURCHASE OF SHARES         



     1.  Authorization and Sale of the Shares.  Subject to the terms and conditions of this
Agreement, the Company has authorized the sale of the Shares. 


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


        2.1    At the Closing (as defined in Section 3), the Company will sell to the
Investor, and the Investor will purchase from the Company, upon the terms and conditions hereinafter set forth, the number of Shares set forth in the Stock Purchase Agreement at the purchase price set
forth on such Stock Purchase Agreement. 


        2.2    The Company proposes to enter into this same form of Stock Purchase Agreement with
certain other investors (the "Other Investors") and expects to complete sales of Shares to them. (The Investor and the Other Investors are hereinafter sometimes collectively referred to as the
"Investors," and this Agreement and the Stock Purchase Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the "Agreements.") The Company will accept
executed Agreements from Investors for the purchase of Shares commencing upon the date on which the Company provides the Investors with the proposed purchase price per Share and concluding upon the
date (the "Subscription Date") on which the Company has (i) executed Agreements with Investors for the purchase of Shares in the amount of at least $12,000,000 and (ii) notified U.S.
Bancorp Piper Jaffray Inc. (in its capacity as Placement Agent for the Shares, the "Placement Agent") in writing that it is no longer accepting Agreements from Investors for the purchase of
Shares. 


        2.3    Investor acknowledges that the Company intends to pay the Placement Agent a fee of
6% of the gross proceeds in respect of the sale of Shares to the Investor. 


     3.  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 (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 on the signature page hereto, 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. 


    The
Company's obligation to issue 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) receipt by
the Company of the purchase price for the Shares being purchased hereunder as set forth on the Signature Page hereto; (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. 


    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) Investors shall have
executed Agreements for the purchase of Shares in the amount of at least $12,000,000 (excluding shares sold to Medtronic, Inc.). Subject to clause (a) above, the Investor's obligations
are expressly not conditioned on the purchase by any or all of the other Investors of the Shares that they have agreed to purchase from the Company. 


     4.  Representations, Warranties and Covenants of the Company.  Except as otherwise
expressly described in the Company's current reports on Form 8-K and regular reports on Form 10-Q and 10-K as filed by the Company with the Securities
and Exchange Commission in 2000 (the "SEC Documents") and in the Company's press releases since December 31, 1999, (including the documents incorporated by 


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reference therein, the "Company Information"), which qualifies the following representations and warranties in their entirety, the Company hereby represents and warrants to, and covenants with, the
Investor, as follows: 


        4.1  Organization.  The Company is duly incorporated and validly existing in good standing under the laws
of the jurisdiction of its organization. The Company has full power and authority to own, operate and occupy its properties and to conduct its business as presently conducted and is registered or
qualified to do business and in good standing in each jurisdiction in which it owns or leases property or transacts
business and where the failure to be so qualified would have a material adverse effect upon the business, financial condition, properties or operations of the Company ("Material Adverse Effect"), and
no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing, or seeking to revoke, limit or curtail, such power and authority or qualification. 


        4.2  Due Authorization.  The Company has all requisite power and authority to execute, deliver and
perform its obligations under the Agreements, and the Agreements have been duly authorized and validly executed and delivered by the Company and constitute legal, valid and binding agreements of the
Company enforceable against the Company in accordance with their terms, except as rights to indemnity and contribution may be limited by state or federal securities laws or the public policy
underlying such laws, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights
generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 


        4.3  Non-Contravention.  The execution and delivery of the Agreements, the issuance and sale
of the Shares to be sold by the Company under the Agreements, the fulfillment of the terms of the Agreements and the consummation of the transactions contemplated thereby will not (A) conflict
with or constitute a violation of, or default (with the passage of time or otherwise) under, (i) any material bond, debenture, note or other evidence of indebtedness, or any material lease,
contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company is a party or by which it or its property is bound, where such
conflict, violation or default is likely to result in a Material Adverse Effect, (ii) the charter, by-laws or other organizational documents of the Company, or (iii) any law,
administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority binding upon the Company or its property, where such conflict, violation or default is
likely to result in a Material Adverse Effect, or (B) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material
properties or assets of the Company or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of
indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company is a party or by which it is bound or to which any of the property or assets
of the Company is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, or other governmental body
in the United States is required for the execution and delivery of the Agreements and the valid issuance and sale of the Shares to be sold pursuant to the Agreements, other than such as have been made
or obtained, and except for any securities filings required to be made under federal or state securities laws. 



        4.4  Capitalization.  The capitalization of the Company is described in the Company's SEC Documents. The
Company has not issued any capital stock since December 31, 1999 other than pursuant to employee benefit plans disclosed in the Company's SEC Documents. The Shares to be sold pursuant to
the Agreements have been duly authorized, and when issued and paid for in accordance with the terms of the Agreements, will be duly and validly issued, fully paid and nonassessable. The outstanding
shares of capital stock of the Company have been duly and validly issued and are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and were not
issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. Except as set forth in or 


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contemplated by the Company's SEC Documents, there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or
exchangeable for, any unissued shares of capital stock or other equity interest in the Company, or any contract, commitment, agreement, understanding or arrangement of any kind to which the Company is
a party and relating to the issuance or sale of any capital stock of the Company, any such convertible or exchangeable securities or any such rights, warrants or options. Without limiting the
foregoing, no preemptive right, co-sale right, registration right, right of first refusal or other similar right exists with respect to the issuance and sale of the Shares. Except as
disclosed in the Company's SEC Documents, there are no stockholders agreements, voting agreements or other similar agreements with respect to the Common Stock to which the Company is a party. 


        4.5  Legal Proceedings.  There is no legal or governmental proceeding pending to which the Company is a
party or of which the business or property of the Company is subject required to be disclosed that is not so disclosed in the Company's SEC Documents. 



        4.6  No Violations.  The Company is not in violation of its charter, bylaws or other organizational
document, or in violation of any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company, which violation,
individually or in the aggregate, would be reasonably likely to have a Material Adverse Effect, or is in default (and there exists no condition which, with the passage of time or otherwise, would
constitute a default) in the performance of any material bond, debenture, note or any other evidence of indebtedness in any indenture, mortgage, deed of trust or any other material agreement or
instrument to which the Company is a party or by which the Company is bound or by which the property of the Company is bound, which would be reasonably likely to have a Material Adverse Effect. 


        4.7  Governmental Permits, Etc.  With the exception of the matters which are dealt with separately in
Sections 4.1, the Company has all necessary franchises, licenses, certificates and other authorizations from any foreign, federal, state or local government or governmental agency, department or body
that are currently necessary for the operation of the business of the Company as currently conducted except
where the failure to currently possess could not reasonably be expected to have a Material Adverse Effect. 


        4.8  Intellectual Property.  


            (a)    The Company has ownership or license or legal right to use all patent, copyright,
trade secret, trademark, customer lists, designs, manufacturing or other processes, computer software, systems, data compilation, research results or other proprietary rights used in the business of
the Company and material to the Company (collectively, "Intellectual Property") other than Intellectual Property generally available on commercial terms from other sources. All of such patents,
trademarks and registered copyrights have been duly registered in, filed in or issued by the United States Patent and Trademark Office, the United States Register of Copyrights or the corresponding
offices of other jurisdictions and have been maintained and renewed in accordance with all applicable provisions of law and administrative regulations in the United States and all such jurisdictions. 


            (b)    All material licenses or other material agreements under which (i) the
Company is granted rights in Intellectual Property, other than Intellectual Property generally available on commercial terms from other sources, and (ii) the Company has granted rights to
others in Intellectual Property owned or licensed by the Company, are in full force and effect and, to the knowledge of the Company, there is no material default by the Company thereto. 


            (c)    The Company believes it has taken all steps required in accordance with sound
business practice and business judgment to establish and preserve its ownership of all material copyright, trade secret and other proprietary rights with respect to its products and technology. 


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            (d)    To the knowledge of the Company, the present business, activities and products of
the Company do not infringe any intellectual property of any other person, except where such infringement would not have a Material Adverse Effect on the Company. Except as described in the Company's
SEC Documents, no proceeding charging the Company with infringement of any adversely held Intellectual Property has been filed. To the Company's knowledge, there exists no unexpired patent or patent
application which includes claims that would be infringed by or otherwise have a Material Adverse Effect on the Company. The Company is not making unauthorized use of any confidential information or
trade
secrets of any person. Neither the Company nor, to the knowledge of the Company, any of its employees have any agreements or arrangements with any persons other than the Company related to
confidential information or trade secrets of such persons or restricting any such employee's engagement in business activities of any nature. The activities of the Company or any of its employees on
behalf of the Company do not violate any such agreements or arrangements known to the Company which any such employees have with other persons, if any. 


            (e)    No proceedings have been instituted or are pending which challenge in a material
manner the rights of the Company in respect to the Company's right to the use of the Intellectual Property. The Company has the right to use, free and clear of material claims or rights of other
persons, all of its customer lists, designs, computer software, systems, data compilations, and other information that are required for its products or its business as presently conducted. 


        4.9  Financial Statements.  The financial statements of the Company and the related notes contained in
the Company's SEC Documents present fairly, in accordance with generally accepted accounting principles, the financial position of the Company as of the dates indicated, and the results of its
operations and cash flows for the periods therein specified. Such financial statements (including the related notes) have been prepared in accordance with generally accepted accounting principles
applied on a consistent basis throughout the periods therein specified, except as disclosed in the Company's SEC Documents. 



        4.10  No Material Adverse Change.  Since December 31, 1999, there has not been (i) any
event or occurrence which has had, or reasonably can be expected to have, a Material Adverse Effect affecting the Company, (ii) any obligation, direct or contingent, that is material to the
Company considered as one enterprise, incurred by the Company, except obligations incurred in the ordinary course of business, or (iii) any dividend or distribution of any kind declared, paid
or made on the capital stock of the Company. 


        4.11  Nasdaq Compliance.  The Company's Common Stock is registered pursuant to Section 12(g) of
the Exchange Act and is listed on the Nasdaq National Market (the "Nasdaq Stock Market"), and the Company has taken no action designed to, or likely to have the effect of, terminating the registration
of the Common Stock under the Exchange Act or delisting the Common Stock from the Nasdaq Stock Market. 


        4.12  Reporting Status.  The Company has filed in a timely manner all documents that the Company was
required to file under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), during the 12 months preceding the date of this Agreement. The following documents complied in all
material respects with the SEC's requirements as of their respective filing dates, and the information contained
therein as of the respective dates thereof did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements
therein in light of the circumstances under where they were made not misleading: 


            (a)    The Company's Annual Report on Form 10-K for the year ended
December 31, 1999 (the "10-K"); and 



            (b)    All other documents, if any, filed by the Company with the Securities and Exchange
Commission since December 31, 1999 pursuant to the reporting requirements of the Exchange Act. 


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        4.13  Listing.  The Company shall comply with all requirements of the National Association of Securities
Dealers, Inc. with respect to the issuance of the Shares and the listing thereof on the Nasdaq Stock Market. 



        4.14  Foreign Corrupt Practices.  Neither the Company nor, to the knowledge of the Company, any agent or
other person acting on behalf of the Company, have (i) directly or indirectly, used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to
foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns from
corporate funds, (iii) failed to disclose fully any contribution made by the Company or made by any person acting on its behalf and of which the Company is aware in violation of law or
(iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended. 



        4.15  No Manipulation of Stock.  The Company has not taken and will not, in violation of applicable law,
take, any action outside the ordinary course of business designed to or that might reasonably be expected to cause or result in unlawful manipulation of the price of the Common Stock to facilitate the
sale or resale of the Shares. 


        4.16  Accountants.  Ernst & Young LLP, who expressed their opinion with respect to the financial
statements to be incorporated by reference from the Company's Annual Report on Form 10-K for the year ended December 31, 1999 into the Registration Statement (as defined
below) and the Prospectus which forms a part thereof, are independent accountants as required by the Securities Act and the rules and regulations promulgated thereunder (the "Rules and Regulations"). 


        4.17  Contracts.  The contracts described in the SEC Documents or incorporated by reference therein that
are material to the Company are in full force and effect on the date hereof, and neither the Company nor, to the Company's knowledge, any other party to such contracts is in breach of or default under
any of such contracts which would have a Material Adverse Effect. 


        4.18  Taxes.  The Company has filed all necessary federal, state and foreign income and franchise tax
returns and has paid or accrued all taxes shown as due thereon, and the Company has no knowledge of a tax deficiency which has been or might be asserted or threatened against it which would have a
Material Adverse Effect. 


        4.19  Transfer Taxes.  On the Closing Date, all stock transfer or other taxes (other than income taxes)
which are required to be paid in connection with the sale and transfer of the Shares to be sold to the Investor hereunder will be, or will have been, fully paid or provided for by the Company and all
laws imposing such taxes will be or will have been fully complied with. 


        4.20  Investment Company.  The Company is not an "investment company" or an "affiliated person" of, or
"promoter" or "principal underwriter" for an investment company, within the meaning of the Investment Company Act of 1940, as amended. 


        4.21  Insurance.  The Company maintains and will continue to maintain insurance of the types and in the
amounts that the Company reasonably believes is adequate for its business, including, but not limited to, insurance covering all real and personal property owned or leased by the Company against
theft, damage, destruction, acts of vandalism and all other risks customarily insured against by similarly situated companies, all of which insurance is in full force and effect. 



        4.22  Legal Opinion.  The Company shall cause to be delivered to the Investors and the Placement Agent by
counsel to the Company a legal opinion in form, scope and substance reasonably satisfactory to the Investors and the Placement Agent. 


        4.23  Offering Materials.  Other than the SEC Documents, the Company has not distributed and will not
distribute prior to the Closing Date any offering material in connection with the offering and sale of the Shares. The Company has not in the past nor will it hereafter take any action independent of
the 


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Placement Agent to sell, offer for sale or solicit offers to buy any securities of the Company which would bring the offer, issuance or sale of the Shares, as contemplated by this Agreement, within
the provisions of Section 5 of the Securities Act, unless such offer, issuance or sale was or shall be within the exemptions of Section 4 of the Securities Act. 


     5.  Representations, Warranties and Covenants of the Investor.  



        5.1    The Investor represents and warrants to, and covenants with, the Company that:
(i) the Investor is an "accredited investor" as defined in Regulation D under the Securities Act and the Investor is also knowledgeable, sophisticated and experienced in making, and is
qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the
Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares;
(ii) the Investor is acquiring the number of Shares set forth on the Signature Page hereto in the ordinary course of its business and for its own account for investment only and with no present
intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares; (iii) the Investor will not, directly or
indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the
Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions on the Signature Page hereto and
the Investor Questionnaire attached hereto as Exhibit B for use in preparation of the Registration Statement and the answers thereto are true and correct as of the date hereof and will be true
and correct as of the Closing Date; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares or
until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has, in connection with its decision to purchase the number of Shares set forth on
the signature page hereto, relied only upon the Company Information provided to the Investor by the Company in contemplation of this offering and the representations and warranties of the Company
contained herein. Investor understands that its acquisition of the Shares has not been registered under the Securities Act, or registered or qualified under any state securities law in reliance on
specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor's investment intent as expressed herein. Investor has completed or caused to
be completed and delivered to the Company the Investor Questionnaire attached hereto Exhibit B, which questionnaire is true and correct in all material respects. 



        5.2    The Investor acknowledges that no action has been or will be taken in any
jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the Shares, or
possession or distribution of offering materials in connection with the issue of the Shares, in any jurisdiction outside the United States where action for that purpose is required. Each Investor
outside the United States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares or has in its possession or
distributes any offering material, in all cases at its own expense. The Placement Agent is not authorized to make any representation or use any information in connection with the issue, placement,
purchase and sale of the Shares. 


        5.3    The Investor hereby covenants with the Company not to make any sale of the Shares
without complying with the provisions of this Agreement, including Section 7.2 hereof, and without effectively causing the prospectus delivery requirement under the Securities Act to be
satisfied, and the Investor acknowledges that the certificates evidencing the Shares will be imprinted with a legend that prohibits their transfer except in accordance therewith. The Investor
acknowledges that there may occasionally be times when the Company, based on the advice of its counsel, determines that it must suspend the use of the Prospectus forming a part of the Registration
Statement until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the SEC or until the Company has amended or supplemented such
Prospectus. 


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        5.4    The Investor further represents and warrants to, and covenants with, the Company
that (i) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to
authorize the execution, delivery and performance of this Agreement, and (ii) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in
accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights
generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the
indemnification agreements of the Investors herein may be legally unenforceable. 


        5.5    Investor will not, prior to the effectiveness of the Registration Statement, sell,
offer to sell, solicit offers to buy, dispose of, loan, pledge or grant any right with respect to (collectively, a "Disposition"), the Common Stock of the Company, nor will Investor engage in any
hedging or other transaction which is designed to or could reasonably be expected to lead to or result in a Disposition of Common Stock of the Company by the Investor or any other person or entity.
Such prohibited hedging or other transactions would include, without limitation, effecting any short sale or having in effect any short position (whether or not such sale or position is against the
box and regardless of when such position was entered into) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to the Common Stock of the
Company or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Common Stock of the Company. 



        5.6    The Investor understands that nothing in this Agreement or any other materials
presented to the Investor in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors as it,
in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Shares. 


     6.  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. 


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


        7.1  Registration Procedures and Expenses.  The Company shall: 


            (a)    subject to receipt of necessary information from the Investors, prepare and file
with the SEC, as soon as practicable, but in no event later than ten (10) days after the Closing Date, a registration statement on Form S-3 (the "Registration Statement") to
enable the resale of the Shares by the Investors from time to time through the automated quotation system of the Nasdaq Stock Market or in privately-negotiated transactions; 


            (b)    use its best efforts to cause the Registration Statement to become effective as
soon as practicable, but (i) if the staff of the Securities and Exchange Commission determines that it will not review such Registration Statement prior to declaring it effective, then in no
event later than thirty (30) days after the Registration Statement is filed by the Company, or (ii) if such Registration Statement is reviewed by the staff of the Securities and Exchange
Commission, then in no event later than ninety (90) days after the Registration Statement is filed by the Company. 


            (c)    use its best efforts to prepare and file with the SEC such amendments and
supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to keep the Registration Statement current and effective for a period not exceeding, with
respect to each Investor's Shares purchased hereunder, the earlier of (i) the second anniversary of the Closing Date, (ii) the date on which the Investor may sell all Shares then held by
the Investor without restriction by the 


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volume limitations of Rule 144(e) of the Securities Act or (iii) such time as all Shares purchased by such Investor in this Offering have been sold. 


            (d)    furnish to the Placement Agent and to the Investor with respect to the Shares
registered under the Registration Statement such number of copies of the Registration Statement, Prospectuses and Preliminary Prospectuses in conformity with the requirements of the Securities Act and
such other documents as the Investor may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares by the Investor, provided, however, that the
obligation of the Company to deliver copies of Prospectuses or Preliminary Prospectuses to the Investor shall be subject to the receipt by the Company of reasonable assurances from the Investor that
the Investor will comply with the applicable
provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such Prospectuses or Preliminary Prospectuses; 



            (e)    file documents required of the Company for blue sky clearance in states specified
in writing by the Investor, provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified
or has not so consented; 


            (f)    bear all expenses in connection with the procedures in paragraph (a)
through (e) of this Section 7.1 and the registration of the Shares pursuant to the Registration Statement; 



            (g)    advise the Investors, promptly after it shall receive notice or obtain knowledge
of the issuance of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation of any proceeding for that purpose; and it will promptly use
its best efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued; and 


            (h)    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. 


    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
reasonably 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, provided, however, that if the Company receives notification from the SEC that the Investor is deemed an underwriter, then the period by which the Company is obligated to submit an
acceleration request to the SEC shall be extended to the earlier of (i) the 90th day after such SEC notification, or (ii) 120 days after the initial filing of the Registration
Statement with the SEC. 


        7.2  Transfer of Shares After Registration; Suspension.  


            (a)    The Investor agrees that it will not effect any Disposition of the Shares or its
right to purchase the Shares that would constitute a sale within the meaning of the Securities Act except as 


8







contemplated in the Registration Statement referred to in Section 7.1 and as described below, and that it will promptly notify the Company of any changes in the information set forth in the
Registration Statement regarding the Investor or its plan of distribution. 


            (b)    Except in the event that paragraph (c) below applies, the Company shall:
(i) if deemed necessary by the Company, prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related
Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement will not contain an untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and so that, as thereafter delivered to purchasers of the
Shares being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading; (ii) provide the Investor copies of any documents filed pursuant to Section 7.2(b)(i); and
(iii) inform each Investor that the Company has complied with its obligations in Section 7.2(b)(i) (or that, if the Company has filed a post-effective amendment to the
Registration Statement which has not yet been declared effective, the Company will notify the Investor to that effect, will use its reasonable efforts to secure the effectiveness of such
post-effective amendment as promptly as possible and will promptly notify the Investor pursuant to Section 7.2(b)(i) hereof when the amendment has become effective). 


            (c)    In the event: (i) of any request by the SEC or any other federal or state
governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a Registration Statement or related Prospectus or for additional information;
(ii) of the issuance by the
SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose;
(iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Shares for sale in any jurisdiction or
the initiation of any proceeding for such purpose; or (iv) of any event or circumstance which necessitates the making of any changes in the Registration Statement or Prospectus, or any document
incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or any omission to state
a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material
fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
then the Company shall promptly notify by telephone (and also deliver a certificate in writing) the Investor (the "Suspension Notice") to the effect of the foregoing and, upon receipt of such
Suspension Notice, the Investor will refrain from selling any Shares pursuant to the Registration Statement (a "Suspension") until the Investor's receipt of copies of a supplemented or amended
Prospectus prepared and filed by the Company, or until it is advised in writing by the Company that the current Prospectus may be used, and has received copies of any additional or supplemental
filings that are incorporated or deemed incorporated by reference in any such Prospectus. The Company will use its best efforts to avoid the need for a Suspension. In the event of any Suspension, the
Company will use its best efforts to cause the use of the Prospectus so suspended to be resumed as soon as reasonably practicable, but in any event not later than 20 business days after delivery of a
Suspension Notice to the Investors, unless, in the good faith judgment of the Company's Board of Directors, upon advice of counsel, the sale of Shares under the Registration Statement would be
reasonably likely to cause a violation of the Securities Act or the Exchange Act and result in potential liability to the Company. In addition to and without limiting any other remedies (including,
without limitation, at law or at equity) available to the Investor, the Investor shall be entitled to specific performance in the event that the Company fails to comply with the provisions of this
Section 7.2(c). 


            (d)    Provided that a Suspension is not then in effect the Investor may sell Shares
under the Registration Statement, provided that it arranges for delivery of a current Prospectus to the transferee 


9








of such Shares. Upon receipt of a request therefor, the Company has agreed to provide an adequate number of current Prospectuses to the Investor and to supply copies to any other parties requiring
such Prospectuses. 


            (e)    In the event of a sale of Shares by the Investor, the Investor must also deliver
to the Company's transfer agent, with a copy to the Company, a Certificate of Subsequent Sale substantially in the form attached hereto as Exhibit C, so that the shares may be properly
transferred. 


        7.3  Indemnification.  For the purpose of this
Section 7.3: 


            (a)    the term "Selling Stockholder" shall include the Investor and any affiliate of
such Investor; 


            (b)    the term "Registration Statement" shall include any final Prospectus, exhibit,
supplement or amendment included in or relating to the Registration Statement referred to in Section 7.1; and 



            (c)    the term "untrue statement" shall include any untrue statement or alleged untrue
statement, or any omission or alleged omission to state in the Registration Statement a material fact required to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading. 


                (i)    The Company agrees to indemnify and hold harmless each Selling Stockholder from
and against any losses, claims, damages or liabilities to which such Selling Stockholder may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon (i) any untrue statement of a material fact contained in the Registration Statement, or
(ii) any failure by the Company to fulfill any undertaking included in the Registration Statement, and the Company will reimburse such Selling Stockholder for any reasonable legal or other
expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim, provided, however, that the Company shall not be liable in any such case to the
extent that such loss, claim, damage or liability arises out of, or is based upon, an untrue statement made in such Registration Statement in reliance upon and in conformity with written information
furnished to the Company by or on behalf of such Selling Stockholder specifically for use in preparation of the Registration Statement or any statement or omission in any Prospectus that is corrected
in any subsequent Prospectus that was delivered to the Investor prior to the pertinent sale or sales by the Investor. 


                (ii)    The Investor agrees to indemnify and hold harmless the Company (and each person,
if any, who controls the Company within the meaning of Section 15 of the Securities Act, each officer of the Company who signs the Registration Statement and each director of the Company) from
and against any losses, claims, damages or liabilities to which the Company (or any such officer, director or controlling person) may become subject (under the Securities Act or otherwise), insofar as
such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon any untrue statement of a material fact contained in the Registration
Statement if such untrue statement was made in reliance upon and in conformity with written information furnished by or on behalf of the
Selling Stockholder specifically for use in preparation of the Registration Statement, and the Investor will reimburse the Company (or such officer, director or controlling person), as the case may
be, for any legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, no Investor will be liable pursuant
to this Section 7.3(c)(ii) for an amount that exceeds the net proceeds actually received by such Investor as a result of the sale of Shares pursuant to such Registration Statement. 



                (iii)    Promptly after receipt by any indemnified person of a notice of a claim or the
beginning of any action in respect of which indemnity is to be sought against an indemnifying person pursuant to this Section 7.3, such indemnified person shall notify the indemnifying person
in writing of such claim or of the commencement of such action, but the omission to so notify the indemnifying party 


10







will not relieve it from any liability which it may have to any indemnified party under this Section 7.3 (except to the extent that such omission materially and adversely affects the
indemnifying party's ability to defend such action) or from any liability otherwise than under this Section 7.3. Subject to the provisions hereinafter stated, in case any such action shall be
brought against an indemnified person, the indemnifying person shall be entitled to participate therein, and, to the extent that it shall elect by written notice delivered to the indemnified party
promptly after receiving the aforesaid notice from such indemnified party, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to such indemnified person. After
notice from the indemnifying person to such indemnified person of its election to assume the defense thereof, such indemnifying person shall not be liable to such indemnified person for any legal
expenses subsequently incurred by such indemnified person in connection with the defense thereof, provided, however, that if there exists or shall exist a conflict of interest that would make it
inappropriate, in the reasonable opinion of counsel to the indemnified person, for the same counsel to represent both the indemnified person and such indemnifying person or any affiliate or associate
thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible for the fees
and expenses of more than one separate counsel (together with appropriate local counsel) for all indemnified parties. In no event shall any indemnifying person be liable in respect of any amounts paid
in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; provided that such consent shall not be unreasonably withheld. No indemnifying person
shall, without the prior written consent of the indemnified person, effect any settlement of any pending or threatened proceeding in respect of which any indemnified person is or could have been a
party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional release of such indemnified person from all liability on claims
that are the subject matter of such proceeding. 


                (iv)    If the indemnification provided for in this Section 7.3 is unavailable to
or insufficient to hold harmless an indemnified party under subsection (c) (i) or (ii) above in respect of any losses, claims, damages or liabilities (or actions or proceedings in
respect thereof) referred to therein, then each indemnifying
party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is
appropriate to reflect the relative fault of the Company on the one hand and the Investors on the other in connection with the statements or omissions or other matters which resulted in such losses,
claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, in
the case of an untrue statement, whether the untrue statement relates to information supplied by the Company on the one hand or an Investor on the other and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such untrue statement. The Company and the Investors agree that it would not be just and equitable if contribution pursuant to this
subsection (d) were determined by pro rata allocation (even if the Investors were treated as one entity for such purpose) or by any other method of allocation which does not take into account
the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions
in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Investor shall be required to contribute any amount in excess of the amount by
which the gross amount received by the Investor from the sale of the Shares to which such loss relates exceeds the amount of any damages which such Investor has otherwise been required to pay by
reason of such untrue statement. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Investors' obligations in this subsection to contribute are several in proportion to their sales of Shares to which such loss relates and
not joint. 


11






        7.4  Termination of Conditions and Obligations.  The conditions precedent imposed by Section 5 or
this Section 7 upon the transferability of the Shares shall cease and terminate as to any particular number of the Shares when such Shares shall have been effectively registered under the
Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition set forth in the Registration Statement covering such Shares or at such time as an opinion of
counsel satisfactory to the Company shall have been rendered to the effect that such conditions are not necessary in order to comply with the Securities Act. 


        7.5  Information Available.  So long as the Registration Statement is effective covering the resale of
Shares owned by the Investor, the Company will furnish to the Investor: 


            (a)    as soon as practicable after it is available, one copy of (i) its Annual
Report to Stockholders (which Annual Report shall contain financial statements audited in accordance with generally accepted
accounting principles by a national firm of certified public accountants) and (ii) if not included in the Annual Report to Stockholders, its Annual Report on Form 10-K (the
foregoing, in each case, excluding exhibits); 


            (b)    upon the reasonable request of the Investor all other information that is made
available to stockholders; and 


            (c)    upon the reasonable request of the Investor, an adequate number of copies of the
Prospectuses to supply to any other party requiring such Prospectuses; and the Company, upon the reasonable request of the Investor, will meet with the Investor or a representative thereof at the
Company's headquarters to discuss all information relevant for disclosure in the Registration Statement covering the Shares and will otherwise cooperate with any Investor conducting an investigation
for the purpose of reducing or eliminating such Investor's exposure to liability under the Securities Act, including the reasonable production of information at the Company's headquarters; provided,
that the Company shall not be required to disclose any confidential information to or meet at its headquarters with any Investor until and unless the Investor shall have entered into a confidentiality
agreement in form and substance reasonably satisfactory to the Company with the Company with respect thereto. 


        7.6    Except as required by law or regulation, the Company will not issue any public
statement, press release or any other public disclosure listing Investor as one of the purchasers of the Shares without Investor's prior written consent. 


     8.  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, 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 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, 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: 


        (a)    if to the Company, to: 




Endocardial
Solutions, Inc.

1350 Energy Lane, Suite 110

St. Paul, MN 55108

Attn: James Bullock

President and Chief Executive Officer

Phone: 651-644-5381

Telecopy: 651-644-7897 




12










        (b)    with a copy mailed to: 




Dorsey &
Whitney LLP

Pillsbury Center South

220 South Sixth Street

Minneapolis, MN 55402

Attn: Ken Cutler

Phone: 612-340-2740

Telecopy: 612-340-8738 





        (c)    if to the Investor, at its address on the Signature Page hereto, or at such other
address or addresses as may have been furnished to the Company in writing. 


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


    10.  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. 


    11.  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. 



    12.  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. 


    13.  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. 


    14.  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. 


13






 



  EXHIBIT A
       ENDOCARDIAL SOLUTIONS, INC.
       STOCK CERTIFICATE QUESTIONNAIRE         



    
Pursuant to Section 5 of the Agreement, please provide us with the following information: 



	1.	 	The exact name that your Shares are to be registered in (this is the name that will appear on your stock certificate(s)). You may use a nominee name if appropriate:	 	

	 

2.	 
 	 

The relationship between the Investor and the registered holder listed in response to item 1 above:	 
 	 



	 

3.	 
 	 

The mailing address of the registered holder listed in response to item 1 above:	 
 	 



	 

4.	 
 	 

The Social Security Number or Tax Identification Number of the registered holder listed in the response to item 1 above:	 
 	 



	 

 	 
 	 

 	 
 	 

 




A-1






Exhibit B

ENDOCARDIAL SOLUTIONS, INC.

INVESTOR QUESTIONNAIRE

(all information will be treated confidentially)  


To: Endocardial Solutions, Inc. 


    This
Investor Questionnaire ("Questionnaire") must be completed by each potential investor in connection with the offer and sale of the shares of the common stock, par value $0.01 per
share, of Endocardial Solutions, Inc. (the "Securities"). The Securities are being offered and sold by Endocardial Solutions, Inc. (the "Corporation") without registration under the
Securities Act of 1933, as amended (the "Act"), and the securities laws of certain states, in reliance on the exemptions contained in Section 4(2) of the Act and on Regulation D
promulgated thereunder and in reliance on similar exemptions under applicable state laws. The Corporation must determine that a potential investor meets certain suitability requirements before
offering or selling Securities to such investor. The purpose of this Questionnaire is to assure the Corporation that each investor will meet the applicable suitability requirements. The information
supplied by you will be used in determining whether you meet such criteria, and reliance upon the private offering exemption from registration is based in part on the information herein supplied. 



    This
Questionnaire does not constitute an offer to sell or a solicitation of an offer to buy any security. Your answers will be kept strictly confidential. However, by signing this
Questionnaire you will be authorizing the Corporation to provide a completed copy of this Questionnaire to such parties as the Corporation deems appropriate in order to ensure that the offer and sale
of the Securities will not result in a violation of the Act or the securities laws of any state and that you otherwise satisfy the suitability standards applicable to purchasers of the Securities. All
potential investors must answer all applicable questions and complete, date and sign this Questionnaire. Please print or type your responses and attach additional sheets of paper if necessary to
complete your answers to any item. 


	A.
	BACKGROUND INFORMATION





	 

Name:	 
 	 










	 

Business Address:	 
 	 




 (Number and Street)
	 


 (City)            (State)            (Zip Code)







	 

Telephone Number: (   )	 
 	 








	 

Residence Address:	 
 	 


 (Number and Street)
	 


 (City)            (State)            (Zip Code)







	 

Telephone Number: (   )	 
 	 








If
an individual: 



	Age:	 	
	 	Citizenship:	 	
	 	Where registered to vote:	 	






If
a corporation, partnership, limited liability company, trust or other entity: 



	Type of entity:	 	






	 

State of formation:	 
 	 


	 
 	 

Date of formation:	 
 	 








	 

Social Security or Taxpayer Identification No.	 
 	 








	 

Send all correspondence to (check one):	 
 	 


	 
 	 

Residence Address	 
 	 


	 
 	 

Business Address




B-1





	B.
	STATUS AS ACCREDITED INVESTOR



The
undersigned is an "accredited investor" as such term is defined in Regulation D under the Act, as at the time of the sale of the Securities the undersigned falls within one or more of the
following categories (Please initial one or more, as applicable): 


         (1)   a
bank as defined in Section 3(a)(2) of the Act, or a savings and loan
association or other institution as defined in Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15
of the Securities Exchange Act of 1934; an insurance company as defined in Section 2(13) of the Act; an investment company registered under the Investment Corporation Act of 1940 or a business
development company as defined in Section 2(a)(48) of that Act; a Small Business Investment Corporation licensed by the U.S. Small Business Administration under Section 301(c) or
(d) of the Small Business Investment Act of 1958; a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political
subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974
if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered
investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with the investment decisions made solely by persons that are
accredited investors;1 


         (2)   a
private business development company as defined in Section 202(a)(22) of the
Investment Adviser Act of 1940; 


         (3)   an
organization described in Section 501(c)(3) of the Internal Revenue Code of
1986, as amended, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the Securities offered, with total assets in excess of
$5,000,000; 


         (4)   a
natural person whose individual net worth, or joint net worth with that person's
spouse, at the time of such person's purchase of the Securities exceeds $1,000,000; 


         (5)   a
natural person who had an individual income in excess of $200,000 in each of the
two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; 


         (6)   a
trust, with total assets in excess of $5,000,000, not formed for the specific
purpose of acquiring the Securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D; and 



         (7)   an
entity in which all of the equity owners are accredited investors (as defined
above). 




	1
	As
used in this Questionnaire, the term "net worth" means the excess of total assets over total liabilities. In computing net worth for the purpose of subsection (4),
the principal residence of the investor must be valued at cost, including cost of improvements, or at recently appraised value by an institutional lender making a secured loan, net of encumbrances. In
determining income, the investor should add to the investor's adjusted gross income any amounts attributable to tax exempt income received, losses claimed as a limited partner in any limited
partnership, deductions claimed for depiction, contributions to an IRA or KEOGH retirement plan, alimony payments, and any amount by which income from long-term capital gains has been reduced in
arriving at adjusted gross income. 


B-2







	C.
	REPRESENTATIONS




The
undersigned hereby represents and warrants to the Corporation as follows: 


    1.  Any purchase of the Securities would be solely for the account of the undersigned and not for the account of any
other person or with a view to any resale, fractionalization, division, or distribution thereof. 


    2.  The information contained herein is complete and accurate and may be relied upon by the Corporation, and the
undersigned will notify the Corporation immediately of any material change in any of such information occurring prior to the closing, if any, with respect to the purchase of Securities by the
undersigned or any co-purchaser. 


    3.  There are no suits, pending litigation, or claims against the undersigned that could materially affect the net worth
of the undersigned as reported in this Questionnaire. 


    4.  The undersigned acknowledges that there may occasionally be times when the Corporation, based on the advice of its
counsel, determines that it must suspend the use of the Prospectus forming a part of the Registration Statement (as such terms are defined in the Stock Purchase Agreement to which this Questionnaire
is attached) until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Securities and Exchange Commission or until the Corporation has
amended or supplemented such Prospectus. The undersigned is aware that, in such event, the Securities will not be subject to ready liquidation, and that any Securities purchased by the undersigned
would have to be held during such suspension. The overall commitment of the undersigned to investments which are not readily marketable is not excessive in view of the undersigned's net worth and
financial circumstances, and any purchase of the Securities will not cause such commitment to become excessive. The undersigned is able to bear the economic risk of an investment in the Securities. 


    5.  The undersigned has carefully considered the potential risks relating to the Corporation and a purchase of the
Securities, and fully understands that the Securities are speculative investments which involve a high degree of risk of loss of the undersigned's entire investment. Among others, the undersigned has
carefully considered each of the risks described in the cautionary statements included as Exhibit 99 incorporated into the Corporation's most recent quarterly report on
Form 10-Q. 


IN
WITNESS WHEREOF, the undersigned has executed this Questionnaire this    day of         , 2000, and declares under oath that it is truthful and correct. 



	 	 	Print Name
	 

 	 
 	 

By:	 
 	 



	 	 	Signature
	 

 	 
 	 

Title:	 
 	 


 (required for any purchaser that is a corporation, partnership, trust or other entity)




B-3






 



  EXHIBIT C
       ENDOCARDIAL SOLUTIONS, INC.
       CERTIFICATE OF SUBSEQUENT SALE         



Norwest
Bank Minnesota, N.A. 


    RE:  Sale
of Shares of Common Stock of Endocardial Solutions, Inc. (the "Company") pursuant to the Company's Prospectus dated         , 2000 (the
"Prospectus") 


Dear
Sir/Madam: 


    The
undersigned hereby certifies, in connection with the sale of shares of Common Stock of the Company included in the table of Selling Shareholders in the Prospectus, that the
undersigned has sold the Shares pursuant to the Prospectus and in a manner described under the caption "Plan of Distribution" in the Prospectus and that such sale complies with all applicable
securities laws, including, without limitation, the Prospectus delivery requirements of the Securities Act of 1933, as amended. 



	Selling Shareholder (the beneficial owner):	 	 
	 	 	

	Record Holder (e.g., if held in name of nominee):	 	 
	 	 	

	Restricted Stock Certificate No.(s):	 	 
	 	 	

	Number of Shares Sold:	 	 
	 	 	

	Date of Sale:	 	 
	 	 	






    In
the event that you receive a stock certificate(s) representing more shares of Common Stock than have been sold by the undersigned, then you should return to the undersigned a newly
issued certificate for such excess shares in the name of the Record Holder and BEARING A RESTRICTIVE LEGEND. Further, you should place a stop transfer on your records with regard to such certificate. 



	 	 	Very truly yours,
	 

 	 
 	 

By:	 

 
	 	 	 	






	 	 	Print Name:	 
	 	 	 	






	 	 	Title:	 
	 	 	 	






	 

Dated:	 
 	 

 	 

 
	 	 	
	 




C-1








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STOCK PURCHASE AGREEMENT



ANNEX I TERMS AND CONDITIONS FOR PURCHASE OF SHARES



EXHIBIT A ENDOCARDIAL SOLUTIONS, INC. STOCK CERTIFICATE QUESTIONNAIRE



EXHIBIT C ENDOCARDIAL SOLUTIONS, INC. CERTIFICATE OF SUBSEQUENT SALE