Exhibit 10.1


[LOGO]     WELLS FARGO BANK MINNESOTA,
WELLS      NATIONAL ASSOCIATION                            CREDIT AGREEMENT
FARGO
================================================================================

THIS CREDIT AGREEMENT (the "Agreement") dated as of July 31, 2001 (the
"Effective Date") is between Wells Fargo Bank Minnesota, National Association,
formerly known as Norwest Bank Minnesota, National Association (the "Bank") and
MEDAMICUS, INC., a Minnesota corporation (the "Borrower").

BACKGROUND

The Borrower has asked the Bank to provide it with a Two Million and 00/100
Dollars ($2,000,000.00) line of credit to be used for financing accounts
receivable and inventory.

The Bank is agreeable to meeting the Borrower's requests, provided that the
Borrower agrees to the terms and conditions of this Agreement.

The Note, this Agreement, and all "Security Documents" described in Exhibit B,
and any modifications, amendments or replacements to such promissory notes or
agreements shall be referred to collectively as the "Documents."

In consideration of the above premises, the Bank and the Borrower agree as
follows:

1.       LINE OF CREDIT

1.1      LINE OF CREDIT AMOUNT. During the Line Availability Period defined
         below, the Bank agrees to provide a revolving line of credit (the
         "Line") to the Borrower. Outstanding amounts under the Line shall not,
         at any one time, exceed the lesser of the Borrowing Base or TWO MILLION
         and 00/100 Dollars ($2,000,000.00). The Borrowing Base is defined in
         Exhibit A-1 to this Agreement.

1.2      LINE AVAILABILITY PERIOD. The "Line Availability Period" shall mean the
         period of time from the Effective Date or the date on which all
         conditions precedent described in this Agreement have been met,
         whichever is later, to the Line Expiration Date of August 1, 2002.

1.3      THE REVOLVING NOTE. The Borrower's obligation to repay advances under
         the Line shall be evidenced by a promissory note (the "Revolving Note")
         dated as of the Effective Date, and in form and content acceptable to
         the Bank. Reference is made to the Revolving Note for interest rate and
         repayment terms.

1.4      MANDATORY PREPAYMENT. If at any time the principal outstanding under
         the Revolving Note exceeds the lesser of the Borrowing Base or
         $2,000,000.00, the Borrower must immediately prepay the Revolving Note
         in an amount sufficient to eliminate the excess.

2.       FEES AND EXPENSES

2.1      DOCUMENTATION EXPENSE. The Borrower agrees to reimburse the Bank for
         its reasonable expenses relating to the preparation of the Documents,
         which reimbursement may include, but shall not be limited to,
         reimbursement of reasonable attorneys' fees, including the allocated
         costs of the Bank's in-house counsel, which shall not be in excess of
         $500.00.

<PAGE>


         Despite such reimbursement the Borrower acknowledges that the Bank's
         counsel is engaged solely to represent the Bank and does not represent
         the Borrower.

2.2      COLLECTION EXPENSE. In the event the Borrower fails to comply with any
         covenant or condition of this Agreement or the Documents, or fails to
         pay the Bank any amounts due under this Agreement or under the
         Documents, the Borrower shall pay all costs of workout and collection,
         including reasonable attorneys' fees and legal expenses incurred by the
         Bank.

2.3      AUDIT EXPENSE. The Borrower agrees to reimburse the Bank for the cost
         of periodic audits of all collateral granted to the Bank by the
         Borrower, which may be conducted at such intervals as the Bank may
         reasonably require but limited to a maximum of one audit each calendar
         year and will be performed only if the average outstanding principal
         under the Line exceeds $250,000.00 in any calendar year. Reimbursement
         for by the Borrower will be limited to one audit each calendar year,
         with a maximum reimbursement of $1,500.00.

3.       ADVANCES AND PAYMENTS

3.1      REQUESTS FOR ADVANCES. Any Line advance requested under the terms of
         this Agreement shall be requested by telephone or in a writing
         delivered to the Bank (or transmitted via facsimile) by any person
         reasonably believed by the Bank to be authorized by the Borrower to do
         so. The Bank will not consider any such request following an event
         which is, or with notice or the lapse of time would be, an event of
         default under this Agreement. Proceeds shall be deposited into the
         Borrower's account at the Bank or disbursed in such other manner as the
         parties may agree.

3.2      PAYMENTS. All principal, interest and fees due under the Documents
         shall be paid by the direct debit of available funds deposited in the
         Borrower's account with the Bank. The Bank shall debit the account on
         the dates the payments become due. If a due date does not fall on a day
         on which the Bank is open for substantially all of its business (a
         "Banking Day", except as otherwise provided), the Bank shall debit the
         account on the next Banking Day, and interest shall continue to accrue
         during the extended period. If there are insufficient funds in the
         account on the day the Bank enters any debit authorized by this
         Agreement, the debit will be reversed and the payment shall be due
         immediately without necessity of demand by direct remittance of
         immediately available funds.

4.       SECURITY

         During the time period that credit is available under this Agreement,
         and afterward until all amounts due under the Documents are paid in
         full, unless the Bank shall otherwise agree in writing, all amounts due
         under this Agreement and the Documents shall be secured at all times as
         provided in Exhibit B. The Borrower also hereby grants the Bank a
         security interest (independent of the Bank's right of set-off) in its
         deposit accounts at the Bank and in any other debt obligations of the
         Bank to the Borrower.

5.       CONDITIONS PRECEDENT

         The Borrower must deliver to the Bank the documents described in
         Exhibit B, properly executed and in form and content acceptable to the
         Bank, prior to the Bank's initial advance or disbursement under this
         Agreement. The Borrower must also deliver to the Bank, prior to the
         initial advance and any subsequent line advances under this Agreement,
         a Borrowing Base Certificate in the form of Exhibit A-2, at the
         intervals provided in Section 7.


                                      -2-
<PAGE>


6.       REPRESENTATIONS AND WARRANTIES

         To induce the Bank to enter into this Agreement, the Borrower, to the
         best of its knowledge and upon due inquiry, makes the representations
         and warranties contained in Exhibit C. Each request for an advance or a
         disbursement under this Agreement following the Effective Date
         constitutes a reaffirmation of these representations and warranties.

7.       COVENANTS

7.1      FINANCIAL INFORMATION AND REPORTING

         Except as otherwise stated in this Agreement, all financial information
         provided to the Bank shall be compiled using generally accepted
         accounting principles consistently applied.

         During the time period that credit is available under this Agreement,
         and afterward until all amounts due under the Documents are paid in
         full, unless the Bank shall otherwise agree in writing, the Borrower
         agrees to:

(a)      Annual Financial Statements. Provide the Bank within 90 days of the
         Borrower's fiscal year end, the Borrower's annual financial statements.
         The statements must be audited by a certified public accountant
         acceptable to the Bank.

(b)      Annual Covenant Compliance Certificate. Provide the Bank within 90 days
         of the Borrower's fiscal year end, an Annual Covenant Compliance
         Certificate in the form of Exhibit D.

(c)      Interim Financial Statements. Provide the Bank within 45 days of each
         quarter end, the Borrower's consolidated interim financial statements
         for the interim period then ending. The statements must be current
         through the end of that period.

(d)      Quarterly Covenant Compliance Certificate. Provide the Bank within 45
         days of each quarter end, the Borrower's Covenant Compliance
         Certificate in the form of Exhibit D for the interim period then
         ending.

(e)      Borrowing Base Certificate. Provide the Bank within 30 days of each
         month end, for each month in which the line usage exceeds $250,000.00,
         a Borrowing Base Certificate in the form of Exhibit A-2, current
         through the end of that period and certified as correct by an officer
         of the Borrower acceptable to the Bank.

(f)      Accounts Receivable Aging. Provide the Bank within 30 days of each
         calendar month end for each month in which the line usage exceeds
         $250,000.00, an accounts receivable aging report in form acceptable to
         the Bank, current through the end of that period.

(g)      Inventory List. Provide the Bank within 30 days of each calendar month
         end for each month in which the line usage exceeds $250,000.00, an
         inventory list in form acceptable to the Bank, current through the end
         of that period.

(h)      Notices. Provide the Bank prompt written notice of: (1) any event of
         default or any event which would, after the lapse of time or the giving
         of notice, or both, constitute an event of default under the Agreement
         or any of the Documents; or (2) any future event that would cause the
         representations and warranties contained in this Agreement to be untrue
         when applied to the Borrower's circumstances as of the date of such
         event.


                                      -3-
<PAGE>


(i)      Additional Information. Provide the Bank with such other information as
         it may reasonably request, and permit the Bank to visit and inspect its
         properties and examine its books and records.

7.2      FINANCIAL COVENANTS

         During the time period that credit is available under this Agreement,
         and afterward until all amounts due under the Documents are paid in
         full, unless the Bank shall otherwise agree in writing, the Borrower
         agrees to comply with the financial covenants described below, which
         shall be calculated using generally accepted accounting principles
         consistently applied, except as they may be otherwise modified by the
         following capitalized definitions:

         "Retained Net Profit" means after-tax net profit less shareholder
         distributions.

         "Tangible Net Worth" means total assets less total liabilities and less
         the following types of assets: (1) leasehold improvements; (2)
         receivables and other investments in or amounts due from any
         shareholder, director, officer, employee or other person or entity
         related to or affiliated with the Borrower; and (3) goodwill, patents,
         copyrights, mailing lists, trade names, trademarks, servicing rights,
         organizational and franchise costs, bond underwriting costs and other
         like assets properly classified as intangible.

(a)      Retained Net Profit. Achieve a minimum Retained Net Profit of
         $175,000.00 as of each fiscal year end, beginning December 31, 2001.

(b)      Total Liabilities to Tangible Net Worth. Maintain a ratio of total
         liabilities to Tangible Net Worth of less than 1.5 to 1.0 as of the end
         of each quarter, beginning with the quarter ending June 30, 2001.

7.3      OTHER COVENANTS

         During the time period that credit is available under this Agreement,
         and afterward until all amounts due under the Documents are paid in
         full, unless the Bank shall otherwise agree in writing, the Borrower
         agrees to:

(a)      Additional Borrowings. Refrain from incurring any indebtedness except:
         (1) trade credit incurred in the ordinary course of business; (2)
         purchase money debt; (3) indebtedness expressly subordinated to the
         Bank in a writing acceptable to the Bank; and (4) indebtedness in
         existence on the date of this Agreement and disclosed in advance to the
         Bank in writing.

(b)      Other Liens, Assignments, and Subordinations. Refrain from allowing any
         security interest or lien on property it owns now or in the future, or
         assign any interest that it may have in any assets or subordinate any
         rights that it may have in any assets now or in the future, except: (1)
         liens, assignments, or subordinations in favor of the Bank; (2) liens,
         assignments, or subordinations outstanding on the date of this
         Agreement and disclosed in advance to the Bank in writing; (3) purchase
         money liens; (4) liens for taxes or assessments or other governmental
         charges not delinquent or which the Borrower is contesting in good
         faith; and (5) liens that are imposed by law for obligations for labor
         or materials not overdue for more than 120 days, such as mechanics',
         materialmen's, carriers', landlords', and warehousemen's liens, or
         liens, pledges, or deposits under workers' compensation, unemployment
         insurance, Social Security, or similar legislation.

(c)      Insurance. Cause its properties to be adequately insured by a reputable
         insurance company against loss or damage and to carry such other
         insurance (including business interruption, flood, or environmental
         risk insurance) as is required of or usually carried by


                                      -4-
<PAGE>


         persons engaged in the same or similar business. Such insurance must,
         with respect to the Bank's collateral security, include a lender's loss
         payable endorsement in favor of the Bank in form acceptable to the
         Bank.

(d)      Change in Management. Refrain from permitting or suffering any material
         change in its management personnel or management structure.

(e)      Nature of Business. Refrain from engaging in any line of business
         materially different from that presently engaged in by the Borrower.

(f)      Guaranties. Refrain from assuming, guaranteeing, endorsing or otherwise
         becoming contingently liable for any obligations of any other person,
         except for those guaranties outstanding as of the Effective Date and
         disclosed to the Bank in writing.

(g)      Deposit Accounts. Maintain its principal deposit accounts with the
         Bank.

(h)      Form of Organization and Mergers. Refrain from changing its legal form
         of organization, or consolidating, merging, pooling, syndicating or
         otherwise combining with any other entity without disclosing such to
         the Bank and obtaining written consent from the Bank.

(i)      Maintenance of Properties. Make all repairs, renewals or replacements
         necessary to keep its plant, properties and equipment in good working
         condition.

(j)      Books and Records. Maintain adequate books and records, refrain from
         making any material changes in its accounting procedures for tax or
         other purposes, and permit the Bank to inspect same upon reasonable
         notice.

(k)      Collateral Audits. Permit the Bank to conduct audits of all collateral
         pledged to the Bank by the Borrower at such intervals as the Bank may
         reasonably require but not in excess of one time per calendar year. The
         audits may be performed by employees of the Bank or independent
         contractors retained by the Bank.

(l)      Compliance with Laws. Comply in all material respects with all laws
         applicable to its form of organization, business, and the ownership of
         its property.

(m)      Preservation of Rights. Maintain and preserve all permits, licenses,
         rights, privileges, charters and franchises that it now owns.

         These covenants were negotiated by the Bank and Borrower based on
         information provided to the Bank by the Borrower. A breach of a
         covenant is an indication that the risk of the transaction has
         increased. As consideration for any waiver or modification of these
         covenants, the Bank may require: additional collateral, guaranties or
         other credit support; higher fees or interest rates; and possible
         modifications to the Documents and the monitoring of the Agreement. The
         waiver or modification of any covenant that has been violated by the
         Borrower shall be made at the sole discretion of the Bank. These
         options do not limit the Bank's right to exercise its rights under
         Section 8 of this Agreement.

8.       EVENTS OF DEFAULT AND REMEDIES

8.1      DEFAULT

         Upon the occurrence of any one or more of the following events of
         default, or at any time afterward unless the default has been cured,
         the Bank may declare the Line to be terminated and in its discretion
         accelerate and declare the unpaid principal, accrued interest and all
         other amounts payable under the Note and the Documents to be
         immediately due and payable.


                                      -5-
<PAGE>


(a)      Failure by the Borrower to make any payment of principal or interest
         due under the Revolving Note which continues for fifteen (15) days
         after its due date.

(b)      Default by the Borrower in the observance or performance of any
         covenant or agreement contained in this Agreement, and continuance for
         more than fifteen (15) days.

(c)      Default by the Borrower in the observance or performance of any
         covenant or agreement contained in any of the Documents (excepting
         defaults under this Agreement, which are addressed in the preceding
         paragraph), after giving effect to applicable grace periods, if any.

(d)      Default by the Borrower with respect to any indebtedness or obligation
         owed to the Bank, which is unrelated to any loan or facility subject to
         the terms of this Agreement, or to any third party creditor which would
         allow the maturity of any such indebtedness or obligation to be
         accelerated.

(e)      Any representation or warranty made by the Borrower to the Bank in this
         Agreement, or any financial statement or report submitted to the Bank
         by or on behalf of the Borrower or any Guarantor before or after the
         Effective Date is untrue or misleading in any material respect.

(f)      Any litigation or governmental proceeding against the Borrower seeking
         an amount that would have a material adverse effect on the Borrower and
         its operations which is not insured or subject to indemnity by a
         solvent third party either (1) results in a judgment in an amount that
         would have a material adverse effect on the Borrower or (2) remains
         unresolved on the 270th day following the date of service on the
         Borrower.

(g)      A garnishment, levy or writ of attachment, or any local, state, or
         federal notice of tax lien or levy is made or issues against the
         Borrower, or any post judgment process or procedure is commenced or any
         supplementary remedy for the enforcement of a judgment is employed
         against the Borrower or the Borrower's property.

(h)      A material adverse change occurs in the Borrower's financial condition
         or ability to repay its obligations to the Bank.

8.2      IMMEDIATE DEFAULT

         If, with or without the Borrower's consent, a custodian, trustee or
         receiver is appointed for any of the Borrower's properties, or if a
         petition is filed by or against the Borrower under the United States
         Bankruptcy Code, or the Borrower is dissolved, liquidated, or winds up
         its business then the Line shall immediately terminate without notice,
         and the unpaid principal, accrued interest, and all other amounts
         payable under the Revolving Note and the Documents shall become
         immediately due and payable without notice or demand.

8.3      SUPPLEMENTARY CROSS DEFAULT OF OTHER PROMISSORY NOTES

         The Borrower agrees that each promissory note evidencing indebtedness
         of the Borrower to the Bank which is not otherwise documented in this
         Agreement, and regardless of whether delivered before or after the
         Effective Date, shall hereby be amended on a supplementary basis to
         provide that each such promissory note may be accelerated by the Bank
         in its discretion following the occurrence of any event of default
         described in Section 8.1 or shall be accelerated and become immediately
         due and payable without notice by the Bank following the occurrence of
         any event of default described in Section 8.2 which events of default
         and rights of acceleration are in addition to, and not exclusive of,
         any events of default and rights of acceleration agreed to in the
         promissory note itself.


                                      -6-
<PAGE>


9.       MISCELLANEOUS

(a)      No Waiver; Cumulative Remedies. No failure or delay by the Bank in
         exercising any rights under this Agreement shall be deemed a waiver of
         those rights. The remedies provided for in this Agreement and the
         Documents are cumulative and not exclusive of any remedies provided by
         law.

(b)      Amendments or Modifications. Any amendment or modification of this
         Agreement must be in writing and signed by the Bank and Borrower. Any
         waiver of any provision in this Agreement must be in writing and signed
         by the Bank.

(c)      Binding Effect: Assignment. This Agreement and the Documents are
         binding on the successors and assigns of the Borrower and Bank. The
         Borrower may not assign its rights under this Agreement and the
         Documents without the Bank's prior written consent. The Bank may sell
         participations in or assign this Agreement and the Documents and
         exchange financial information about the Borrower with actual or
         potential participants or assignees.

(d)      Minnesota Law. This Agreement and the Documents shall be governed by
         the substantive laws (other than conflict of laws) of the State of
         Minnesota, and the Bank and Borrower consent to the personal
         jurisdiction of the state and federal courts located in the State of
         Minnesota.

(e)      Severability of Provisions. If any part of this Agreement or the
         Documents are unenforceable, the rest of this Agreement or the
         Documents may still be enforced.

(f)      Integration. This Agreement and the Documents describe the entire
         understanding and agreement of the parties and supersede all prior
         agreements between the Bank and the Borrower relating to each credit
         facility subject to this Agreement, whether verbal or in writing, and
         may be executed in counterparts, each of which shall be deemed an
         original, and all of which together shall constitute one and the same
         instrument. In the event of any inconsistency between the Agreement and
         the Documents, inconsistent terms shall, where possible, be construed
         as conferring cumulative rights and remedies upon the Bank, and, to the
         extent that such construction is not possible, the terms of this
         Agreement shall govern.


Address for notices to Bank:             Address for notices to Borrower:

  Wells Fargo Bank Minnesota,              MedAmicus, Inc.
    National Association                   15301 Highway 55 West
  900 East Wayzata Blvd.                   Plymouth, Minnesota 55447
  Wayzata, MN 55391                        Attention: James Hartman
  Attention: Teresa Earl
             Vice President

  WELLS FARGO BANK MINNESOTA,              MEDAMICUS, INC.
    NATIONAL ASSOCIATION

  BY:  /s/ TERESA SHANNON EARL             BY:  /s/ JAMES D. HARTMAN
  --------------------------------         --------------------------------
  ITS  VICE PRESIDENT                      ITS  CEO


                                      -7-
<PAGE>


                                   EXHIBIT A-1

                            BORROWING BASE DEFINITION

Borrowing Base means the sum
     1.   of 85% of Eligible Accounts Receivable (as defined below)
     2.   the lesser of
               (A)  the sum of (1) 25% of the Eligible Inventory plus (2) 50% of
                    Introducer Inventory (as defined below) or
               (B)  $1,000,000.00.

"Eligible Accounts Receivable" means all accounts receivable of the Borrower
except those which are:

     1)   Greater than 120 days past the invoice date.
     2)   Due from an account debtor, 10% or more of whose accounts owed to the
          Borrower are more than 120 days past the invoice date.
     3)   Subject to offset or dispute.
     4)   Due from an account debtor who is subject to bankruptcy proceeding.
     5)   Due from a unit of government, whether foreign or domestic.
     6)   Due from an account debtor located outside the United States of
          America and not supported by a standby letter of credit acceptable to
          the Bank.
     7)   Owed by a shareholder, subsidiary, affiliate, officer or employee of
          the Borrower.
     8)   Not subject to a perfected first lien security interest in favor of
          the Bank.
     9)   Accounts deemed ineligible at the reasonable discretion of the Bank.

"Eligible Inventory" means all inventory of the Borrower, at the lower of cost
or market as determined by generally accepted accounting principles, except
inventory which is:

     1)   In-transit; located at any warehouse, job site or other premises not
          approved by the Bank in writing; located outside of the states, or
          localities, as applicable, in which the Bank has filed financing
          statements to perfect a first priority security interest in the such
          Inventory; covered by any negotiable or non-negotiable warehouse
          receipt, bill of lading or other document of title,
     2)   On consignment to or from any other person or subject to any bailment
          unless such consignee or bailee has executed an agreement with the
          Bank.
     3)   Supplies, packaging, maintenance parts or sample Inventory.
     4)   Work-in-process Inventory, including subassemblies.
     5)   Damaged, obsolete, slow moving or not currently saleable in the normal
          course of the Borrower's operations.
     6)   Inventory that is perishable or live.
     7)   Not subject to a perfected first lien security interest in favor of
          the Bank.
     8)   In the process of being returned.
     9)   Introducer Inventory
     10)  Inventory deemed ineligible at the reasonable discretion of the bank.

"Introducer Inventory" means raw materials used in the assembly of introducer
kits, including but not limited to, plastic and metal trays, syringes and
needles, work-in-process introducer kits consisting of assembled kits needing
only sterilization and shrink-wrapping introducer kits, and shrink-wrapped,
sterilized introducer kits, as defined on the Borrower's financial statements as
Raw Material, Subassemblies, Work-in-process and Finished Goods.)

<PAGE>


                                   EXHIBIT A-2

                                 MEDAMICUS, INC.
                           BORROWING BASE CERTIFICATE

TO:      Wells Fargo Bank Minnesota, N.A.
         900 East Wayzata Blvd.
         Wayzata, MN 55391
         (the "Bank")

MedAmicus, Inc. (the "Borrower") certifies that the following computation of the
Borrowing Base was performed as of the date set forth below in accordance with
the Borrowing Base definitions set forth in Exhibit A-1 to the Credit Agreement
entered into between the Bank and the Borrower dated July __, 2001.

 Total A/R                                                     $
                                                               ----------------

         Less:
                  1) Greater than 120 days     $
                                               ----------------

                  2) 10% Rule                  $
                                               ----------------

                  3) Other ineligibles         $
                                               ----------------

         Eligible A/R                          $
                                               ----------------

         85% of Eligible Accts. Receivable                     $
                                                               ================

Total Inventory                                $
                                               ----------------

         Less: Ineligible Inventory            $
                                               ----------------

         25% of Eligible Inventory.                            $
                                                               ----------------

Introducer Inventory                           $
--------------------                           ----------------

         50% of Introducers Inventory                          $
                                                               ----------------

Lesser of: 25% of Eligible Inventory plus                      $
50% of Introducer Inventory or $1,000,000.00                   ================

         Total Borrowing Base                                  $
                                                               ================

         Total Line Outstandings                               ($              )
                                                                ===============

         Excess (Deficit)                                      $
                                                               ================

MEDAMICUS, INC.

BY:                                      DATE
      --------------------------------        ----------------------
ITS:
      --------------------------------

<PAGE>


                                    EXHIBIT B

                        CONDITIONS PRECEDENT AND SECURITY

PLEASE NOTE: This Exhibit describes the Note or Notes, and all Security
Documents, Authorizations, Organizational Documents, and all other miscellaneous
documents, reports, certificates and other information required as a condition
to each advance or disbursement under the Agreement, whether or not they have
previously been delivered to the Bank. PLEASE REFER TO THE CLOSING CHECKLIST FOR
A COMPLETE DESCRIPTION OF WHICH OF THE FOLLOWING DOCUMENTS REMAIN TO BE
DELIVERED TO THE BANK.

Each Security Document described below must continue in full force and effect at
all times in accordance with its terms during the time period that credit is
available under this Agreement, and afterward until all amounts due under the
Documents are paid in full. THE FAILURE OF ANY SECURITY DOCUMENT TO MEET THESE
REQUIREMENTS MAY RESULT IN AN EVENT OF DEFAULT UNDER THE AGREEMENT AND THE
ACCELERATION OF ALL OF THE BORROWER'S OBLIGATIONS TO THE BANK EVIDENCED BY THE
DOCUMENTS.

NOTES
Revolving Note

SECURITY DOCUMENTS
Security Agreement of MedAmicus, Inc. . A Security Agreement signed by the
Borrower, granting the Bank a first lien security interest in the Borrower's
inventory, equipment, accounts and general intangibles, described in that
Agreement.

AUTHORIZATION
Certificate of Authority of Borrower. A Certificate of Authority executed by
such person or persons authorized by the Borrower's organizational documents
and/or agreements to do so, certifying the incumbency and signatures of the
officers or other persons authorized to execute the Documents, and authorizing
the execution of the Documents and performance in accordance with their terms.

ORGANIZATION
Articles of Incorporation and By-Laws. A recently certified copy of the
Borrower's Articles of Incorporation and By-laws, and any amendments, if
applicable.

Certificate of Good Standing. A recently certified copy of the Borrower's
Certificate of Good Standing.

OTHER
Arbitration Agreement. The Bank's standard form of Arbitration Agreement signed
by the Bank and Borrower, subjecting potential controversies between them to
binding arbitration, including but not limited to those relating to the
Documents and this Agreement.

Evidence of Insurance. Evidence that the Borrower has obtained all insurance
coverage required by this Agreement, and that the Bank has been named as the
beneficiary of such policy or policies of insurance.

<PAGE>


                                    EXHIBIT C

                         REPRESENTATIONS AND WARRANTIES

Organizational Status. The Borrower is a corporation duly formed and in good
standing under the laws of the State of Minnesota.

Authorization. The execution and delivery of the Documents is within the
Borrower's powers, has been duly authorized by the Borrower and does not
conflict with any of the Borrower's organizational documents or any other
agreement by which the Borrower is bound, and has been signed by all persons
authorized and required to do so under its organizational documents.

Financial Reports. The Borrower has provided the Bank with the Borrower's
audited financial statements dated December 31, 2000 and this statements fairly
represent the financial condition of the Borrower as of their respective dates
and were prepared in accordance with generally accepted accounting principles
consistently applied.

Litigation. There is no litigation or governmental proceeding pending or
threatened against the Borrower which could have a material adverse effect on
the Borrower's financial condition or business.

Taxes. The Borrower has paid when due all federal, state and local taxes.

No Default. There is no event which is, or with notice or the lapse of time
would be, an event of default under this Agreement.

ERISA. The Borrower is in compliance in all material respects with the Employee
Retirement Income Security Act of 1974 and has received no notice to the
contrary from the Pension Benefit Guaranty Corporation or any related
governmental entity.

<PAGE>


                                    EXHIBIT D

                                 MEDAMICUS, INC.

                            CERTIFICATE OF COMPLIANCE

In accordance with the Credit Agreement dated July____, 2001 (the "Agreement"),
between Wells Fargo Bank Minnesota, National Association (the "Bank") and
MedAmicus, Inc. (the "Borrower") attached are the financial statements of the
Borrower for the period ending________________.

I certify that the financial statements have been accurately prepared in
accordance with generally accepted accounting principals applied on a basis
consistent with those applied in the annual financial statement. I also certify
that as of __________________, the Borrower is in compliance with the covenants
stated in the Agreement and I have no knowledge of the occurrence of an Event of
Default under the Agreement or of any event which with notice or lapse of time
would constitute an Event of Default pursuant to the terms of the Agreement,
except those specifically stated below. The calculations made to determine
compliance were as follows:


Total Liabilities to Tangible Net Worth    $               less than 1.5:1.0 as
                                           -------------   of 6/30/01 and each
                                                           each quarter end,
                                                           thereafter.

Retained Net Profit                        $               Greater than
                                           -------------   $175,000.00 at
                                                           each fiscal year end.


MEDAMICUS, INC.

BY:
    ---------------------------------

ITS:
     --------------------------------