EXHIBIT 10.32

                              AMENDMENT NO. 8 TO LEASE AGREEMENT

         THIS AMENDMENT NO. 8 TO LEASE AGREEMENT ("Amendment") is dated as of
December 14, 2000, by and between ST. PAUL PROPERTIES, INC., a Delaware
corporation ("Landlord") and ATS MEDICAL, INC., a Minnesota corporation
("Tenant").

                                    W I T N E S S E T H

         WHEREAS, Crow Plymouth Land Limited Partnership ("Crow"), as landlord,
and Helix BioCore, Inc. ("Helix"), as tenant, entered into that certain Lease
Agreement dated December 22, 1987 (the "Original Lease"), which Original Lease
was amended by Amendment No. 1 to Lease Agreement dated January 5, 1989 (the
"First Amendment"); and

         WHEREAS, Plymouth Business Center I Partnership ("Business Center")
succeeded to Crow's interest in the Original Lease as amended by the First
Amendment; and

         WHEREAS, Business Center and Helix further amended the Original Lease
by Amendment No. 2 to Lease Agreement dated January 12, 1989 (the "Second
Amendment"), Amendment No. 3 to Lease dated June 14, 1989 (the "Third
Amendment") and Amendment No. 4 to Lease Agreement dated February 10, 1992 (the
"Fourth Amendment"); and

         WHEREAS, Landlord has succeeded to the interest of Business Center in
the Original Lease as amended by the First Amendment, the Second Amendment, the
Third Amendment and the Fourth Amendment; and

         WHEREAS, on May 10, 1992, Helix changed its name to ATS Medical, Inc.;
and

         WHEREAS, Landlord and Tenant further amended the Original Lease by
Amendment No. 5 to Lease Agreement (the "Fifth Amendment"), by Amendment No. 6
to Lease Agreement dated November 25, 1997 (the "Sixth Amendment") and by
Amendment No. 7 to Lease Agreement (the "Seventh Amendment"; the Original Lease,
as amended by the First Amendment, the Second Amendment, the Third Amendment,
the Fourth Amendment, the Fifth Amendment, the Sixth Amendment and the Seventh
Amendment is hereinafter, the "Lease"); and

         WHEREAS, the Original Lease demised premises, as described therein (the
"Original Premises"); which Original Premises were expanded pursuant to the
First Amendment, which expansion space was surrendered pursuant to the Third
Amendment and expanded again pursuant to the Fifth Amendment, the Sixth
Amendment and the Seventh Amendment (the Original Premises, as so expanded are
hereinafter, the "Expanded Premises") such that, as of the date hereof, the
Expanded Premises consist of 26,708 rentable square feet; and


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         WHEREAS, Landlord and Tenant wish further to amend the Lease to further
expand the Premises and extend the term of the Lease,

         NOW THEREFORE, in consideration of the premises and for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

         1. Defined Terms. Unless the context otherwise indicates, all
capitalized terms not otherwise defined herein shall have the meanings ascribed
to them in the Lease.

         2. Amendment(s). Effective as of January 1, 2001:

         (a)      The Expanded Premises shall be further expanded to include an
                  additional 6,360 rentable square feet, as generally indicated
                  on Exhibit A attached hereto and made a part hereof, of which
                  6,360 square feet shall constitute an expansion of the
                  Expanded Premises (the "Additional Space"; the Expanded
                  Premises and the Additional Space may be referred to
                  collectively herein as the "Premises"), such that, from and
                  after February 1, 2000, the Premises shall consist of 33,068
                  square feet.

         (b)      The term of the lease for the Additional Space shall commence
                  on January 1, 2001, and shall end on December 31, 2003 (the
                  "Additional Space Term").

         (c)      The expiration date of the lease for the Expanded Premises
                  shall be extended from February 28, 2003, through and
                  including December 31, 2003 (the "Expanded Premises Extension
                  Term").

         (d)      (i)  As to the Expanded Premises, for the Expanded Premises
                       Extension Term, base rent shall be Two Hundred Fifty One
                       Thousand Three Hundred Sixty seven and 00/100ths Dollars
                       ($251,367.00) per annum, or $20,947.25 per month;

                  (ii) As to the Additional Space, base rent shall be payable
                       for the Additional Space Term as follows:

                       (A)  For the period beginning on January 1, 2001, and
                            ending on February 28, 2003, base rent shall be
                            Fifty-Nine Thousand Four Hundred Sixty-Six and
                            no/100ths Dollars ($59,466.00) per annum or
                            $4,955.50 per month; and

                       (B)  For the period beginning on March 1, 2003, and
                            ending on December 31, 2003, base rent shall be
                            Sixty-One Thousand Eight Hundred Twenty-one and
                            00/100ths Dollars ($61,821.00) per annum or
                            $5,151.75;


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                  Accordingly, effective as of January 1, 2001,

                    (X)  For the period from January 1, 2001, through and
                         including February 28, 2001, total base rent for the
                         Premises, including base rent for the Additional Space,
                         shall be Two Hundred Ninety-Two Thousand Two Hundred
                         Thirty-Three and no/100ths Dollars ($292,233.00) per
                         annum or $24,352.75 per month;

                    (Y)  For the period from March 1, 2001, through and
                         including February 28, 2003, total base rent for the
                         Premises, including base rent for the Additional Space,
                         shall be Three Hundred Ten Thousand Eight Hundred
                         Thirty-three and 00/100ths Dollars ($310,833.00) per
                         annum or $25,902.75 per month; and

                    (Z)  For the period from March 1, 2003, through and
                         including December 31, 2003, total base rent for the
                         Premises, including base rent for the Additional Space,
                         shall be Three Hundred Thirteen Thousand One Hundred
                         Eighty-eight and 00/100ths Dollars ($313,188.00) per
                         annum or $26,099.00 per month,

                  all of which base rent shall be payable at the time and in the
                  manner set forth in the Lease for the payment of Base Rent.

         (e)      Paragraph 4.E. of the Lease shall be amended to increase
                  Tenant's "Proportionate Share" from 32.61% to 40.38% by
                  dividing 33,068 by 81,885.

         (f)      Effective on the date hereof, Exhibit A to the Lease is hereby
                  deleted and Exhibit A attached hereto substituted therefor.

         3. AS-IS. Tenant shall accept the Additional Space in its AS-IS,
WHERE-IS AND WITH ALL FAULTS condition as of the date of this Amendment, with
all alterations and improvements to be at Tenant's sole cost, it being
understood and agreed that any alterations or improvements which Tenant wishes
to make shall be performed only in accordance with Paragraph 7 of the Original
Lease. Notwithstanding the foregoing, Landlord shall, at its sole cost and
expense, on or before December 31, 2000, demise the Additional Space, construct
a doorway between the Expanded Premises and the Additional Space and in the
Additional Space, paint the office area, clean existing tiled areas and replace
existing carpet with new building standard carpet.

         4. No Default. Tenant represents and warrants that after giving effect
to the amendment contained herein, no Event of Default shall have occurred or be
continuing under the Lease and no event shall have occurred which, with the
serving of notice or the passage of time, shall mature into such an Event of
Default.


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         5.       Reference to and Effect on the Lease.

         (a)      Upon the effectiveness of this Amendment, each reference in
                  the Lease to "this Lease", "hereunder", "hereof' or words of
                  like import referring to the Lease shall be a reference to the
                  Lease as amended hereby.

         (b)      Except as specifically set forth above, the Lease remains in
                  full force and effect and is hereby ratified and confirmed.

         (c)      Whenever there exists a conflict between this Amendment and
                  the Lease, the provisions of this Amendment shall control.

         6. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Minnesota.

         7. Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute one and the same
original.

         8. Counterparts. This Amendment may be executed in counterparts, all of
which, when taken together, shall constitute one and the same original.

         9. Time of the Essence. Time shall be of the essence as to each and
every provision of this Amendment.

         IN WITNESS WHEREOF, this Amendment has been executed as of the date
written below.

ST. PAUL PROPERTIES, INC.                      ATS MEDICAL, INC.



By:  /S/ R. William Inserra                    By:  /S/ John H. Jungbauer
     ----------------------                         ---------------------

     Its: V.P.                                      Its: Vice President, Finance
          -----------------                              -----------------------

     Date: 12-18-00                                 Date: December 14, 2000
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                                    EXHIBIT A

Schematic of the leased premise in the Plymouth Business Center, located at 3905
Annapolis Lane, Minneapolis, Minnesota 55447, showing the currently leased space
of 26,708 square feet and the additional 6,360 square feet to be leased under
this Amendment No. 8 to the Lease Agreement.













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