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                                                                    EXHIBIT 10.1

(CRYOCATH LOGO)                                                     CONFIDENTIAL

                                 AGENT AGREEMENT

THIS AGENT AGREEMENT (the "Agreement") is made as of November 9th , 2004 (the
"Effective Date")

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<S>              <C>
by and between   CRYOCATH TECHNOLOGIES INC., a corporation organized and
                 existing under the laws of Quebec, Canada, with its principal
                 offices at 16771 CHEMIN STE-MARIE, KIRKLAND (QUEBEC) CANADA H9H
                 5H3 (hereinafter referred to as "Manufacturer" or "CryoCath").

and              ATS MEDICAL, INC. a company organized and existing under the
                 laws of Minnesota with its principal offices at 3905 ANNAPOLIS
                 LANE, SUITE 105, MINNEAPOLIS, MN 55447 U.S.A. (hereinafter
                 referred to as "Agent").
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In consideration of the mutual promises contained herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

ARTICLE 1. DEFINITIONS

As used in this Agreement, the terms set forth in this Article 1 shall have the
following meanings:

1.1  Products.  Products shall mean those Surgical Cardiovascular products
     listed in Exhibit A attached hereto, as amended from time to time by the
     Manufacturer.

1.2  Territory.  Territory shall mean All US Hospitals except for list of
     accounts in the United States set forth in Exhibit B.

1.3  Contract Quarter.  Contract Quarter shall mean a period of three
     consecutive calendar months beginning on January 1, April 1, July 1, or
     October 1.

1.4  Sales Commitment.  Sales Commitment shall have the meaning set forth in
     Section 3.2.

1.5  Standard Terms and Conditions of Sale.  Standard Terms and Conditions of
     Sale shall mean Manufacturer's terms and conditions of sale for its
     products, as modified by Manufacturer from time to time.

1.51 Net Sales:  Net Sales means, in respect of a specified Calendar Quarter or
     Calendar Year, the total gross amounts and other cash and non-cash
     consideration invoiced or otherwise charged by CryoCath in respect of all
     units of all Products including service contracts sold to ATS's accounts
     whether shipped, sold, transferred or otherwise distributed by or on behalf
     of CryoCath during such Calendar Quarter or Calendar Year, less (to the
     extent not already taken into account and to the extent the following
     exclusions would be deducted from net sales using the methodology used by
     CryoCath, and approved by its independent auditors, in calculating net
     sales in connection with CryoCath's preparation of the

**   The appearance of a double asterisk denotes confidential information that
     has been omitted from the exhibit and filed separately, accompanied by a
     confidential treatment request, with the Securities and Exchange Commission
     pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.


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     CryoCath Financial Statements) (a) normal and customary trade, cash and
     quantity discounts, allowances and credits granted or allowed, including
     (without limitation) free goods and free use of consoles; (b) credits or
     allowances actually granted for returns or rejection of such Products and
     retroactive price reductions; (c) sales taxes, duties or other taxes with
     respect to such sales (including duties or other governmental charges
     levied on, absorbed or otherwise imposed on the sale of Product including,
     without limitation, value-added taxes or similar taxes or other
     governmental charges otherwise measured by the billing amount, when
     included in billing but excluding income or other taxes with respect to
     gross receipts) actually collected by CryoCath; (d) charge back payments
     and rebates granted to managed healthcare organizations or to national,
     provincial, state and local governments, their agencies, and purchasers and
     reimbursers or to trade customers, including but not limited to,
     wholesalers and chain buying groups; and (e) rebates (or equivalents
     thereof) granted to or charged by national, provincial, state or local
     governmental authorities.

1.6.1 Trademarks.  Trademarks shall mean those trademarks and trade names,
     whether registered in the Territory or not, labeling, trade dress,
     packaging and devices which are owned by, licensed or assigned to
     Manufacturer or which it otherwise has a right to use and which are applied
     to or used with the Products by Manufacturer.

ARTICLE 2. APPOINTMENT: EXCLUSIVITY; COMPETING PRODUCTS; PRICES; COMMISSIONS

2.1  Appointment.  Subject to the terms of this Agreement, Manufacturer appoints
     Agent as its exclusive Agent for the Products in the Territory in
     accordance with the terms of this Agreement and Agent accepts this
     appointment. Such appointment does not constitute a grant of any rights or
     interests other than the rights specifically granted to the Agent hereunder
     and does not constitute a license or sub-license of the Products. If the
     Agent fails to meet the Sales Commitment, Agent's appointment will at
     Manufacturer's option automatically become non-exclusive for the remaining
     term of this Agreement notwithstanding the Manufacturers right to cancel
     the agreement subject to a 30-day cure period, as set forth under Section
     3.2.

2.2  Exclusivity.  Subject to Agent's compliance with the terms of this
     Agreement, Manufacturer shall sell the Products for delivery in the
     Territory only through Agent.

2.3  Promotion and Sale of Products only within Territory.  Agent shall promote
     and sell the Products to customers only for use or consumption within the
     Territory.

2.4  Competing Products.  Manufacturer or Agent shall neither distribute nor
     market products competitive with the Products during the Term as defined in
     Section 16.1 and any renewal of this Agreement without the prior written
     consent of either Party. It is understood that Manufacturer is restricted
     from selling Products in Agent's Territory during the term of the
     Agreement. If either Party does not approve the other Party's request for
     representation of competitive products, the other Party must refuse to or
     cease representing the competitive products. Agent shall not make any
     changes, alterations, modifications or additions to the Products without
     the prior written approval of CryoCath.

2.5  Prices.  Agent shall sell Products to hospitals at prices previously
     communicated in writing by Manufacturer from time to time. The prices to be
     charged to Agent's accounts under this Agreement will be the prices set out
     in Exhibit A under "Price List". Any deviations from the Price List must be
     pre-approved by the Director of Marketing or VP Global Marketing and US
     Sales or an Officer of the Manufacturer in writing on an account-by-


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     account basis. The Priceshare subject to change by the Manufacturer once
     per year upon (30) thirty-day written notice to the Agent. Manufacturer
     will respect all long-term price agreements with Agents accounts if such
     agreements were pre-approved by the Manufacturer.

2.6  Commissions.  Manufacturer shall pay Agent a commission in the Territory
     during the Term of this Agreement ** of Net Sales to Agent's accounts.
     Sales to Agent's customers and the obligation to pay commissions are
     subject to Customer meeting CryoCath's standard D&B credit rating.
     Commissions are payable monthly to Agent 30 days following the month to
     which the commission applies .

ARTICLE 3. PROMOTION AND SALE OF PRODUCTS

3.1  Commercially Reasonable Efforts.  Agent shall exercise its commercially
     reasonable efforts to promote and sell the Products for use only by
     qualified individuals as appropriate in the Territory, in compliance with
     local laws and regulations and good commercial practice and for uses and
     applications reasonably approved by Manufacturer for the Products. Agent
     shall only sell directly to end users of the Products and shall not sell
     indirectly or engage sub-agents or distributors without the prior written
     consent of Manufacturer. Agent shall be subject to performance criteria
     applied to agents of the Products in general, as communicated by
     Manufacturer from time to time, after discussion and agreement with the
     Agent.

3.2  Sales Commitment.  In addition to the efforts described herein, Agent
     hereby agrees to the minimum sales commitments for CryoCath Products during
     the term of the Agreement ("Sales Commitment") set forth on Exhibit C.
     Agent must meet all the annual Sales Commitments at the end of each
     twelve-month term and must meet 40% of the first term's commitment by the
     end of the first 9 months of that first term and 40% of the second term's
     commitment by the end of the first nine months of the second term
     (hereafter referred to as the "Interim Term Targets"). It is understood
     that the twelve month period referred to with respect to the interim and
     annual sales commitments will commence as of January 1, 2005. Throughout
     the term of this Agreement, if Agent fails to meet any of Sales Commitment
     or meet the Interim Term Targets, Agent's appointment may at CryoCath's
     option, automatically become non-exclusive for the remaining term of this
     Agreement subject to a 30-day cure period, without prejudice to CryoCath's
     other rights under this Agreement (including the right to terminate this
     Agreement upon written notice to Agent) and CryoCath may appoint one or
     more additional agents for sale of the Products or solicit orders for the
     Products directly in the Territory for the remaining term of this
     Agreement. Products returned to CryoCath for reason other than Product
     defect shall not count towards the fulfillment of Agent's relevant Sales
     Commitment or Interim Targets .

3.3  Personnel.  Manufacturer and Agent shall ensure all of its sales
     representatives are trained and engaged in the sale of Manufacturer's
     Products. Manufacturer will be responsible for holding a training session
     for Agent's representatives at Manufacturer's cost. Agent will be
     responsible for representative's travel and incidental training costs In
     addition, Agent and Manufacturer shall each employ a dedicated co-promote
     manager to ensure that both Parties are committed to meet their duties
     under this Agreement. Manufacturer will dedicate clinical specialists to
     support surgical clinical cases.

3.4  Inventories and Direct Shipment.  Products will be shipped from
     Manufacturer's warehouse directly to customers who will be billed directly
     by Manufacturer.


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3.5  Promotional Materials.  In promoting the Products in the Territory, Agent
     shall not use promotional materials contrary to the best interest of the
     Manufacturer. Manufacturer reserves the right to require prior approval of
     the promotional materials and advertising campaigns. Manufacturer will
     provide to Agent reasonable amounts of such promotional materials that it
     provides to its own representatives, at no cost to the Agent.

3.6  Reports.  The parties agree to meet quarterly for the purpose of reviewing
     the business and a three month rolling forecast.

3.7  Customer Complaints.  Agent shall report to Manufacturer no later than
     within 48 hours of receipt all customer complaints of any nature concerning
     the Products and all notices of serious or adverse reaction associated with
     the use of the Products, and cooperate with Manufacturer in the resolution
     of such complaints. Agent shall maintain records of such complaints for at
     least three (3) years after their receipt and shall make such records
     available to Manufacturer for inspection and copying upon Manufacturer's
     request at any time during Agent's normal business hours.

3.8  Legal Compliance.  Manufacturer and Agent shall comply with all relevant
     legislation governing the sale of the products.

3.9.1 Limited samples to be provided.  The Manufacturer shall supply the Agent
     with ** at Manufacturer's fully absorbed cost and a reasonable number of
     surgical consoles not for human use **.

3.9.2 Conference and Marketing Booth.  Agent agrees to attend the following
     conferences (ATS to attach list) each year for the promotion of Products.
     In addition, Agent agrees to dedicate 25% of its Marketing booth sales
     representative stations to CryoCath. CryoCath agrees to display ATS's name
     as Agent of its Products in its booth at such Surgical conferences that it
     attends and at which it has booth space.

ARTICLE 4. MANUFACTURER ASSISTANCE TO AGENT

To assist Agent in selling the Products in the Territory, Manufacturer shall
provide Agent with information on marketing and promotional plans with respect
to the Products as well as copies of marketing, advertising, sales and
promotional literature concerning the Products produced by or for CryoCath, if
any.

ARTICLE 5. ADDITION AND DELETION OF PRODUCTS FROM AGREEMENT

5.1  Addition of Products.  From time to time new Products may be added to those
     covered by this Agreement by amendment of Exhibit A in accordance with
     Article 17.7. Article 18.7

5.2  Deletion of Products.  Manufacturer may delete specific Products, provided
     such Products are replaced with next generation Products, from coverage by
     this Agreement upon (30) thirty-day written notice to Agent, which notice
     includes an amendment of the attached Exhibit A reflecting the deletion. No
     such deletion shall be deemed a termination or partial termination of this
     Agreement.


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ARTICLE 6. PROCEDURE FOR ORDER OF PRODUCTS BY AGENT

6.1  Manufacturer's address.  Hospital shall mail or fax all orders for the
     Products to the following address:

     CryoCath Technologies Inc.
     16771 Chemin Ste-Marie
     Kirkland, Quebec H9H 5H3
     Canada
     Attention: Customer Service
     Fax: (514) 694-6279

     Or to such other address or facsimile number as Manufacturer shall from
     time to time designate in writing.

ARTICLE 7. ADDITIONAL EXPRESS WARRANTIES AND DISCLAIMER

7.1  Warranty.  Manufacturer will provide the following warranty to customers:
     that the Products shall materially conform to CryoCath's then current
     specifications, as amended from time to time, for such Products for the
     shelf life of such Products as set forth in the label of each such Product.
     Customer's exclusive remedy and CryoCath's sole liability for breach of the
     foregoing warranty shall be the remedy set forth in Section 8.2.

7.2  Defective Products.  In the event that any Product fails to conform to the
     warranty set forth in Section 7.1, CryoCath's sole and exclusive liability,
     and customer's exclusive remedy shall be, at CryoCath's sole election, to
     replace the Product or credit customer's account for the purchase price of
     such Product; provided however, that: (a) customer promptly notifies
     CryoCath in writing during the Agent Warranty Period that such Product
     fails to conform to the warranty set forth in Section 7.1, provides a
     detailed explanation of any alleged nonconformity, and requests a return
     material authorization number; and (b) such Product is returned within the
     Warranty Period to CryoCath F.O.B. CryoCath's shipping location in
     Kirkland, Quebec, Canada, or as otherwise notified by CryoCath, with the
     return material authorization number affixed prominently to the outside
     packaging. If CryoCath verifies that such Product fails to conform to the
     warranty set forth in Section 7.1, CryoCath will replace the Product or
     credit customer's account for the purchase price of such Product.

7.3  Disclaimer.  To the full extent permitted under applicable law, except for
     the warranties provided in Sections 7.1 and 8.2, CryoCath disclaims all
     other warranties or conditions, express, implied, statutory or otherwise,
     regarding the products, including without limitation, warranties of their
     quality, fitness for any purpose, or merchantability. Any other
     representations or warranties made by any person or entity, including
     employees or representatives of CryoCath that are inconsistent herewith
     shall be disregarded and shall not be binding on CryoCath.

7.4  **.


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ARTICLE 8. TECHNICAL SERVICE, WARRANTY COVERAGE AND SERVICE CONTRACTS

8.1  Technical Service.  Manufacturer certifies that it has the technical
     capabilities and knowledge to provide optimal service on the Manufacturer's
     Products. Technical Service is defined as the ability to maintain and
     service critical and non-critical components, calibrate and troubleshoot
     all electronic, mechanical and other systems contained within the Surgical
     Console.

8.2  Warranty Obligation to Customer.  In addition to the specific warranty
     described in Section 7.1, Manufacturer warrants that the products sold
     shall be free from defects in material and workmanship for a period of 12
     months from date of installation at customer's site (the "Customer Warranty
     Period"). During the Customer Warranty Period, Manufacturer will supply all
     parts used in servicing such products, excluding gas and disposable
     products and accessories. Manufacturer shall provide all warranty service
     to the end user free of charge while the unit is covered during the
     Customer Warranty Period. Manufacturer shall provide all non-warranty
     service at reasonable rates for all Products in the Territory. Non-warranty
     service shall include electronic set-up and calibration as well as
     operational troubleshooting. Such Non-Warranty services will be provided to
     Agent's customers at the regular service rates for parts and labour of the
     Manufacturer. Manufacturer shall invoice such services to Agent's customers
     directly. ** Manufacturer shall maintain properly equipped service
     departments and an adequate inventory of spare parts sufficient to meet the
     needs of the Territory. Customer and Agent shall use only Manufacturer's
     authorized parts and gases. Failure to do so completely voids all warranty
     obligations of Manufacturer and shall be considered a material breach of
     this Agreement. Manufacturer is not responsible for product failures due to
     power failures or natural catastrophes of any kind.

8.3  Warranty Replacement Parts.  Warranty parts shall be replaced free of
     charge, provided validation by Manufacturer verifies that the failure was
     due to defects in material and/or workmanship and that all parts are
     properly returned to Manufacturer. The defective part(s) shall be replaced
     and returned to Manufacturer. The proper written documentation describing
     the exact defect(s) of the Product must be included. Manufacturer's
     obligation is limited to the repair or replacement, at its option, of any
     warranted Product that is returned.

8.4  Interchangeability.  Due to the complexity and interchangeability of the
     components, the use of new or like new parts may be used at the discretion
     of the Manufacturer. All such parts shall be refurbished and will meet
     Manufacturer's specifications and high quality standards in force on the
     date of shipment.

8.5  Non-Warranty Replacement Parts.  Non-warranty parts will be provided on an
     exchange basis at Manufacturer's current Agent Price attached as Exhibit A
     and as amended from time to time by the Manufacturer.

8.6  Warranty Procedures.  All Warranty claims hereunder must be made in writing
     promptly after discovery of the defect and must be received by
     Manufacturer's service department within the applicable warranty period.
     Such claims shall state the nature and details of the claim, the date on
     which the defect giving rise to the claim was first discovered, and the
     product serial number and must be attached to the defective product. Agent
     shall request authorization from Manufacturer prior to the return of each
     defective product for repair or replacement by Manufacturer. Upon such
     request, Manufacturer shall provide the address of the facility to which
     such product must be returned, together with a Return Material
     Authorization (RMA) number to be prominently displayed on the shipping
     container for the


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     defective product. Manufacturer's obligation is limited to the repair or
     replacement, at its option, of any warranted Product that is returned to
     Manufacturer in Manufacturer's standard shipping container or properly
     packed in accordance with Manufacturer's packing procedures, freight
     prepaid, in which Manufacturer's examination shows the product to have
     failed under normal use. Upon determination of product failure,
     Manufacturer will reimburse Agent for shipping costs related to the return
     of the defective product to Manufacturer's facility. Manufacturer may, at
     its sole option, employ new or used parts for Products to make such repair
     or replacement. Any Products replaced under this warranty shall become
     Manufacturer's property. Notwithstanding any contrary provisions of this
     Agreement, Manufacturer shall be responsible for all shipping expenses and
     bear risk of loss relating to the return shipment to Agent of repaired or
     replacement Products which were under warranty.

8.7  Service Contracts.  Manufacturer is responsible for providing service for
     the Products in the Territory. Service Contracts shall be sold in
     accordance with the pricing described in Exhibit A.

ARTICLE 9. TRADEMARKS

9.1  Use of Agent's or Manufacturer's Name.  Either Party shall be entitled to
     represent in promotional materials and otherwise that Agent is
     Manufacturer's exclusive Agent of the Products in the Territory provided
     that both Parties remain in compliance with its obligations under this
     Agreement.

9.2  Sale Only Under the Trademarks.  Agent shall promote and sell the Products
     in the Territory only under the Trademarks and the CryoCath name. Agent
     will be permitted to apply a business card size sticker with Agent's name
     on CryoCath's promotional literature for Surgical Products and on the side
     of the console's control unit on the opposite side of the power supply
     placed in Agent's Territory.

9.3  Use of Trademarks.  Manufacturer or Agent undertake not to use the
     Trademarks in a manner that will impair the name or jeopardize the goodwill
     or the reputation of the Products or either Party, and to use the
     Trademarks in accordance with the standards and specifications of both
     Parties.

9.4  Waiver.  Both Parties shall not have, assert or acquire any right, title or
     interest in or to any Trademark owned by the other Party.

9.5  Agent Acknowledgment of Validity.  Agent acknowledges the validity of the
     Trademarks and shall not take any action that may impair any right, title
     or interest of Manufacturer in any Trademark or that may create any such
     right, title or interest adverse to Manufacturer.

9.6  Prohibition of Use of Trademarks on Other Products.  Agent shall not use
     any Trademark except in connection with the Products.

9.7  Notice of Infringement of Trademarks.  Agent shall promptly notify
     Manufacturer of any apparent infringement or threatened infringement of any
     Trademark, and shall, upon request by Manufacturer and at Manufacturer's
     expense, use its best efforts to assist Manufacturer to restrain any such
     infringement or threatened infringement.


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ARTICLE 10. PRODUCT RECALLS

In the event that Manufacturer, after consultation with Agent, deems it
necessary to recall any Product because such Product fails to comply with the
warranties set forth in Section 7.1 hereof, or if any governmental authority
requests recall of any Product for any reason, Manufacturer shall promptly
effect such recall in accordance with its standard procedures then in effect.
Agent shall initiate no communications regarding any such recall with the news
media, customers, governmental or regulatory authorities or any other person,
except if and to the extent required by applicable law, without the prior
approval of CryoCath, which approval will not be unreasonably withheld or
delayed. All costs and expenses associated with implementation of a recall shall
be borne by the Manufacturer. Each party will provide any assistance reasonably
requested by the other party in connection with the implementation of any recall
pursuant to this Section.

ARTICLE 11. CLAIMS AGAINST MANUFACTURER AND AGENT; INDEMNIFICATION AND INSURANCE

11.1 Product Liability Claims and patent infringement ; Indemnification by
     Manufacturer.  Manufacturer shall have full and exclusive responsibility
     for the defense of any claim, lawsuit or other action in which it is
     alleged that a Product supplied hereunder by Manufacturer has caused injury
     to a third party or infringes on a third party's patent, and shall hold
     Agent harmless with respect to any such claim, lawsuit or other action.
     Manufacturer shall indemnify Agent from and against any damages, costs or
     expenses, including reasonable attorneys' fees, which are incurred by Agent
     and which arise from any such claim, lawsuit or other action, save when
     such claim, lawsuit or action arises as a result of Agent's
     misrepresentation of the Product's efficacy, safety or warranty, or when
     attributable to Agent's acts, negligence or omissions. However, none of the
     foregoing shall apply if the claim or loss is due solely or in part to the
     act or omission of Agent.

11.2 Insurance.  Each of the parties shall obtain and maintain in effect
     Commercial General Liability insurance coverage, including for bodily
     injury and property damage to third parties ** and Errors and Omissions
     liability insurance including bodily injury and property damage with
     minimum **.

11.3 Survival.  The obligations of the parties under section 11 shall survive
     the expiration or the termination of this Agreement subject to applicable
     law governing limitation periods.

ARTICLE 12. CONFIDENTIALITY

Either Party acknowledges that by reason of their relationship hereunder, either
Party will have access to certain information and materials concerning the other
Party's business plans, customers, technology, and products that are
confidential and of substantial value to it, which value would be impaired if
such information were disclosed to third parties. Either party agrees that both
Parties will not use in any way for their own account or the account of any
third party, nor disclose to any third party, any such confidential information
revealed to the receiving Party by each other. Both Parties shall take every
reasonable precaution to protect the confidentiality of such information. Upon
request by either party, the disclosing Party shall advise the receiving


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Party whether or not it considers any particular information confidential. The
Agent shall not publish any technical description of the Products beyond the
description published by CryoCath. In the event of termination of this
Agreement, there shall be no use or disclosure by either party of any
confidential information of CryoCath or Agent, and Agent shall not manufacture
or have manufactured any compositions, devices, components or assemblies
utilizing any of CryoCath's confidential information. Without the disclosing
Party's prior consent, receiving Party shall not directly or indirectly disclose
any confidential or proprietary information received pursuant to this Agreement,
including but not limited to such information specifically designated as
confidential by the disclosing Party. This duty shall not apply to:

     (a)  Information which is already known to receiving Party at the time of
          its disclosure to the receiving Party;

     (b)  Information disclosed to receiving Party by a third party as a matter
          of right; or

     (c)  Information, which becomes patented, published or otherwise part of
          the public domain as a result of acts of the disclosing Party or a
          third party obtaining such information as a matter of right.

The parties also agree to maintain the terms of this Agreement in strict
confidence.

ARTICLE 13. AGENT AUTHORIZATIONS

13.1 Agent Warranty.  Agent warrants that it is legally authorized to act as an
     agent for the Products in the Territory and that it will exercise its
     commercially reasonable efforts to maintain these authorizations during the
     term of this Agreement. Upon request by Manufacturer, Agent shall provide
     Manufacturer with evidence of these authorizations.

13.2 Disqualification.  Agent shall immediately notify Manufacturer if it
     suffers the loss or impairment of any license, permit or other
     authorization that it requires in order to act as an agent for the Products
     in the Territory.

13.3 Product Registrations.  Manufacturer is responsible for obtaining and
     maintaining all required product registrations, market authorizations,
     licenses or other government approvals required from time to time for the
     sale of the Products in the Territory other than those that the Agent is
     required to hold to carry out its obligations hereunder.

ARTICLE 14. COMPLIANCE WITH APPLICABLE LAW

Agent shall comply with all laws, statutes, decrees, regulations and policies
which have the effect of law in the Territory, including but not limited to
anti-bribery laws, and which apply to its activities under this Agreement.

ARTICLE 15. LEGAL RELATIONSHIP


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No provision of this Agreement is intended by the parties or shall be construed
to establish Agent as Manufacturer's officer, employee, or legal representative
or agent other than for the specific purpose described herein. Agent has no
authority under this Agreement to assume any obligation on behalf of
Manufacturer and shall not hold out to any third party that it has authority to
act on behalf of Manufacturer. In all of its activities under this Agreement,
except as specifically herein provided or otherwise authorized by Manufacturer
in advance and in writing, Agent shall be responsible for its own expenses and
shall not incur expenses for Manufacturer's account.

ARTICLE 16. TERM AND TERMINATION

16.1 Term.  This Agreement shall take effect on the Effective Date and unless
     earlier terminated under the provisions of this Agreement, it shall be
     effective for a two (2) year period following the Effective Date. It shall
     be subject to automatic renewal for additional terms of one (1) year each
     if the sales commitments in Section 3.2 are met or upon express written
     agreement of the parties.

     16.1.1 Early Termination.  Manufacturer may terminate the Agreement at any
     time for any reason. It is understood that 16.1.1 does not apply to 16.2
     and 16.3. Agent, however, is granted a Right of First Offer ** on the
     acquisition of the Surgical Business **.

16.2 Termination for Breach, Insolvency Either party may immediately terminate
     this Agreement by written notice to the other party upon the occurrence of
     any of the following events:

     (a)  if the other party materially breaches any of its duties under this
          Agreement and fails to correct this breach within fifteen (15) days
          after receiving written notice thereof;

     (b)  if the other party enters bankruptcy proceedings voluntarily or
          involuntarily, assigns its assets for the benefit of creditors or
          otherwise becomes or is threatened with becoming insolvent;

16.3 Agent Disqualification.  Manufacturer may terminate this Agreement
     immediately and without any liability to Agent other than amounts owing
     hereunder by providing written notice to Agent if Agent becomes legally
     disqualified for any reason from selling the Products in the Territory.

16.4 Sales Commitments.  Manufacturer may terminate this Agreement on thirty
     (30) days written notice in the event that Agent fails to meet sales
     commitment for any annual or Interim Term if not cured by the Agent in the
     time frame specified in Section 3.2.

16.5 Consequences of Termination.  In the event of a termination of this
     Agreement under any provision of Articles 16.1 through 16.4:

     (a)  The term of this Agreement shall automatically terminate, but this
          termination shall not relieve either party of any duty accrued during
          that term or from any duty expressly provided in this Agreement to
          survive that term.

     (b)  In the event that Agent meets its Sales Commitments as defined in
          Section 3.2 or;


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          Manufacturer elects to Early Termination of the agreement as defined
          in Sec 16.1.1,

          Then

Manufacturer shall pay Agent a Compensation Fee equal **

               Agent will also be entitled to a 12 month notice prior to
          termination It is understood that the twelve month notification period
          and Compensation Fee would not apply in the event that the Agreement
          is terminated because Agent does not meet any of the sales minimums
          referred to in section 3.2.

     (c)  Both Parties shall cease using and return all information designated
          by either Party as confidential and all sales, advertising and
          promotional materials supplied to Agent by Manufacturer. Both Parties
          shall for a period of five (5) years after termination continue to
          hold in strict confidence all such information.

     (d)  Both Parties shall immediately cease using any of the Trademarks.

     (e)  If payments under 16.5(b) are not being paid by manufacturer to Agent,
          then manufacturer will repurchase all accounts from Agent that Agent
          purchased from Manufacturer at the beginning of this agreement. This
          payment will be calculated by the formula defined in Exhibit B but
          shall not exceed on an account by account **.


CONFIDENTIAL Agent Agreement
ATS MEDICAL - Agreement dated November 9th, 2004                   page 11 of 16
<PAGE>
ARTICLE 17. GENERAL PROVISIONS

17.1 Notices.  All notices under this Agreement shall be in writing sent by
     courier, first-class mail or by confirmed facsimile, or otherwise as
     provided by Article 17.2 hereof, and shall be addressed to the parties at
     the addresses set forth below;

     In the case of Manufacturer:

     CRYOCATH TECHNOLOGIES INC.
     16771 Chemin Ste-Marie, Kirkland
     Quebec, Canada  H9H 5H3 Canada
     Attn: General Counsel
     Fax: (514) 694-9960

     In the case of Agent:

     ATS Medical
     3905 Annapolis Lane, Suite 105
     Minneapolis, Minnesota
     55447
     Att. VP Business Development
     Fax (763)553-1492

     A party may change its address designated above by giving written notice to
     the other party.

17.2 Notice Periods.  All notice periods provided in this Agreement shall be
     deemed to begin running (a) in the case of notice by letter sent by
     first-class or registered mail, on the third day following the date of
     posting; (b) in the case of notice by facsimile or other telegraphic
     communication, on the date when the communication is sent and confirmed;
     and (c) in the case of any other method of notice, on the date when the
     notice is actually received.

17.3 Waiver of Rights.  No failure or delay by either party in exercising any
     right or remedy under this Agreement shall be construed as a waiver of such
     right or remedy, nor shall any single or partial exercise of any right or
     remedy preclude any further or other exercise of such right or remedy. All
     rights and remedies under this Agreement are cumulative and shall not be
     deemed exclusive of any other rights or remedies provided by law.

17.4 Assignments.  Agent may not assign all or any part of its rights or duties
     under this Agreement without the prior written consent of the other party.
     Manufacturer may not assign all or any part of its rights or duties under
     this Agreement without the prior written consent of the other party except
     for in such cases as may be required for insurance, taxation or financing.

17.5 Force Majeure.  Neither party shall be liable for any failure to perform
     provisions of this Agreement or supply the Products due to war, whether
     declared or undeclared, acts of war or terrorism, embargo, acts of the
     public enemy, strikes, fires, explosions, flood, riot, lockout, injunction,
     interruption of transportation, accidents, inability to obtain supplies at
     reasonable prices or other causes beyond its control.


CONFIDENTIAL Agent Agreement
ATS MEDICAL - Agreement dated November 9th, 2004                   page 12 of 16
<PAGE>
17.6 Severability.  If any provision of this Agreement is declared invalid by
     any court of competent jurisdiction or by a government agency having
     jurisdiction over the Agreement, this declaration shall not affect the
     validity of any other provision and each other provision shall remain in
     full force and effect.

17.7 Entire Agreement; Amendments.  This Agreement, including the attached
     Exhibits, contains the entire agreement of the parties with respect to the
     subject matter hereof. This Agreement supersedes and cancels all prior oral
     and written agreements between the parties with respect to this subject
     matter. Except as otherwise provided herein, this Agreement may be amended
     only by an agreement in writing signed by both parties.

17.8 Rights and Remedies.  Nothing in this Agreement limits or restricts the
     rights or remedies available to the parties under the applicable law.

17.9 Governing Law; Forum.  The laws of the Province of Ontario, Canada shall
     govern the interpretation and enforcement of this Agreement.

17.10 Headings.  All section headings in this Agreement are for convenience only
     and shall not in any way affect the meaning or interpretation of the
     Agreement.

17.11 Non Solicit.  During the term of this Agreement and for a period of 12
     months thereafter, either Party will not, whether for itself or on behalf
     of another, except if mutually agreed upon in writing, directly or
     indirectly encourage, solicit, entice, hire or cause any employees or
     consultants of the other Party to leave their working relationship.

IN WITNESS WHEREOF the parties have caused this Agreement to be executed by
their authorized representatives as of the Effective Date written above.

CRYOCATH TECHNOLOGIES INC.              ATS MEDICAL


Signature                               Signature
          ---------------------------             ------------------------------
Name                                    Name
     --------------------------------        -----------------------------------
Title                                   Title
      -------------------------------         ----------------------------------
Date                                    Date
     --------------------------------        -----------------------------------


CONFIDENTIAL Agent Agreement
ATS MEDICAL - Agreement dated November 9th, 2004                   page 13 of 16
<PAGE>
                                    EXHIBIT A

                              ** [5 pages omitted]


CONFIDENTIAL Agent Agreement
ATS MEDICAL - Agreement dated November 9th, 2004                   page 14 of 16
<PAGE>
                                    EXHIBIT B

                                    TERRITORY

          All US Hospitals except Agent is restricted from engaging in any sales
promotions of any kind of Manufacture's Products in the following list of
Manufacturer Accounts.

          List of manufacture Accounts to be finalized as of December 31 2004

          Manufacturer may upon mutual agreement turn any of such accounts over
to Agent for the sole purpose of selling Manufacturer's Products. A compensation
fee equal to:

**


CONFIDENTIAL Agent Agreement
ATS MEDICAL - Agreement dated November 9th, 2004                   page 15 of 16
<PAGE>
                                    EXHIBIT C

                                SALES COMMITMENTS

As a qualifying sales commitment to support the Term of the contract, the Agent
agrees to perform by meeting a minimum Sales Commitment as follows:

First Twelve-Month Period:

**

and

**

Second Twelve-Month Period:

To be negotiated mutually between the parties 6 months prior to the expiration
of the First Twelve Month Period such that:

**


CONFIDENTIAL Agent Agreement
ATS MEDICAL - Agreement dated November 9th, 2004                   page 16 of 16