WARRANT AGENT AGREEMENT

Agency Agreement

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ATS MEDICAL INC | WELLS FARGO BANK, NATIONAL ASSOCIATION

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Title: WARRANT AGENT AGREEMENT
Governing Law: Minnesota Date: 10/12/2005
Industry: Medical Equipment and Supplies Law Firm: Dorsey & Whitney LLP Sector: Healthcare

WARRANT AGENT AGREEMENT
, Parties: ats medical inc , wells fargo bank national association

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EXECUTION COPY

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ATS MEDICAL, INC.

and

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Warrant Agent

as defined herein

WARRANT AGENT AGREEMENT

Dated as of October 7, 2005

================================================================================

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TABLE OF CONTENTS

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Page

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<S> <C>

SECTION 1. APPOINTMENT OF WARRANT AGENT................................ 1

SECTION 2. WARRANT CERTIFICATES........................................ 1

SECTION 3. EXECUTION OF WARRANT CERTIFICATES........................... 1

SECTION 4. REGISTRATION................................................ 2

SECTION 5. REGISTRATION OF TRANSFERS AND EXCHANGES..................... 2

SECTION 6. TERMS AND EXERCISE OF WARRANTS.............................. 3

SECTION 7. RESERVATION OF WARRANT SHARES............................... 3

SECTION 8. NOTICES TO WARRANT AGENT.................................... 3

SECTION 9. MERGER, CONSOLIDATION OR CHANGE OF NAME

OF WARRANT AGENT............................................ 3

SECTION 10. WARRANT AGENT............................................... 4

SECTION 11. CHANGE OF WARRANT AGENT..................................... 6

SECTION 12. NOTICES TO COMPANY AND WARRANT AGENT........................ 7

SECTION 13. SUPPLEMENTS AND AMENDMENTS.................................. 7

SECTION 14. SUCCESSORS.................................................. 8

SECTION 15. TERMINATION................................................. 8

SECTION 16. GOVERNING LAW AND JURISDICTION.............................. 8

SECTION 17. BENEFITS OF THIS AGREEMENT.................................. 8

SECTION 18. COUNTERPARTS................................................ 9

SECTION 19. CONFLICTING TERMS........................................... 9

</TABLE>

EXHIBITS

Exhibit A............................................Form of Warrant Certificate

<PAGE>

WARRANT AGENT AGREEMENT

WARRANT AGENT AGREEMENT dated as of October 7, 2005 between ATS Medical,

Inc., a Minnesota corporation (the "Company"), and Wells Fargo Bank, National

Association, a national banking association, as Warrant Agent (the "Warrant

Agent").

WHEREAS, the Company has entered into a Securities Purchase Agreement dated

as of October 6, 2005 (the "Securities Purchase Agreement") by and between the

Company and the buyers listed in Exhibit A to the Securities Purchase Agreement

pursuant to which the Company proposes to issue warrants to purchase common

stock of the Company, as hereinafter described (the "Warrants"), which in the

aggregate initially entitle the holders thereof to purchase up to 1,425,000

shares of Common Stock of the Company (the "Common Stock" and with the Common

Stock issuable on exercise of the Warrants being referred to herein as the

"Warrant Shares"). Capitalized terms used and not otherwise defined herein have

the meanings ascribed thereto in the Warrant Certificate (as defined below).

WHEREAS, the Company desires the Warrant Agent to act on behalf of the

Company, and the Warrant Agent is willing so to act, in connection with the

transfer, exchange and exercise of Warrants and other matters as provided

herein;

NOW, THEREFORE, in consideration of the premises and the mutual agreements

herein set forth, the parties hereto agree as follows:

SECTION 1. APPOINTMENT OF WARRANT AGENT. The Company hereby appoints the

Warrant Agent to act as agent for the Company in accordance with the

instructions set forth hereinafter in this Agreement, and the Warrant Agent

hereby accepts such appointment. The Company may from time to time appoint such

Co-Warrant Agent(s) as it may deem necessary or desirable upon ten (10) days'

prior written notice to the Warrant Agent. The Warrant Agent shall have no duty

to supervise, and shall in no event be liable for, the acts or omissions of any

such Co-Warrant Agent(s).

SECTION 2. WARRANT CERTIFICATES. The certificates evidencing the Warrants

(the "Warrant Certificates") to be delivered pursuant to this Agreement shall be

in registered form only and shall be substantially in the form set forth in

Exhibit A attached hereto. The Warrant Certificates are hereby made a part of

this Agreement and the terms and conditions set forth therein are hereby

incorporated herein.

SECTION 3. EXECUTION OF WARRANT CERTIFICATES. Warrant Certificates shall be

signed on behalf of the Company by its Chief Executive Officer, Chief Financial

Officer, President or a Vice President. Each such signature upon the Warrant

Certificates may be in the form of a facsimile signature of the present or any

future Chief Executive Officer, Chief Financial Officer, President, or a Vice

President and may be imprinted or otherwise reproduced on the Warrant

Certificates and for that purpose the Company may adopt and use the facsimile

signature of any person who shall have been Chief Executive Officer, Chief

Financial Officer, President, or a Vice President, notwithstanding the fact that

at the time the Warrant Certificates shall be transferred or disposed of he or

she shall have ceased to hold such office.

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In case any officer of the Company who shall have signed any of the Warrant

Certificates shall cease to be such officer before the Warrant Certificates so

signed shall be transferred or disposed of by the Company, such Warrant

Certificates nevertheless may be transferred or disposed of as though such

person had not ceased to be such officer of the Company; and any Warrant

Certificate may be signed on behalf of the Company by any person who, at the

actual date of the execution of such Warrant Certificate, shall be a proper

officer of the Company to sign such Warrant Certificate, although at the date of

the execution of this Warrant Agent Agreement any such person was not such

officer.

Each Warrant Certificate shall be dated as of the Closing Date or Option

Closing Date (as defined in the Securities Purchase Agreement), as the case may

be, at which the related Warrant is purchased by a Buyer under the Securities

Purchase Agreement.

SECTION 4. REGISTRATION.

The Company and the Warrant Agent may deem and treat the registered

holder(s) of the Warrant Certificates as the absolute owner(s) thereof

(notwithstanding any notation of ownership or other writing thereon made by

anyone), for all purposes, and neither the Company nor the Warrant Agent shall

be affected by any notice to the contrary.

SECTION 5. REGISTRATION OF TRANSFERS AND EXCHANGES. The Warrant Agent shall

from time to time, subject to the limitations and on the terms and conditions

set forth in the Warrant Certificates, register the transfer of any outstanding

Warrant Certificates upon the records to be maintained by it for that purpose,

upon surrender thereof duly endorsed or accompanied (if so required by the

Company) by a written instrument or instruments of transfer in form satisfactory

to the Company, duly executed by the registered holder or holders thereof or by

the duly appointed legal representative thereof or by a duly authorized

attorney. Upon any such registration of transfer, a new Warrant Certificate

shall be issued to the transferee(s) and the surrendered Warrant Certificate

shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall

thereafter be disposed of by the Warrant Agent in its customary manner.

Subject to the terms of the Warrant Certificates, Warrant Certificates may

be exchanged at the option of the holder(s) thereof, when surrendered to the

Warrant Agent at its principal corporate trust office, which is currently

located at the address listed in Section 12 hereof, for another Warrant

Certificate or other Warrant Certificates of like tenor and representing in the

aggregate a like number of Warrants. Any holder desiring to exchange a Warrant

Certificate shall deliver a written request to the Warrant Agent, and shall

surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by

a written instrument or instruments of transfer in form satisfactory to the

Warrant Agent, the Warrant Certificate or Certificates to be so exchanged.

Warrant Certificates surrendered for exchange shall be cancelled by the Warrant

Agent. Such cancelled Warrant Certificates shall then be disposed of by such

Warrant Agent in its customary manner.

The Warrant Agent is hereby authorized to transfer, in accordance with the

provisions of this Section 5, the new Warrant Certificates required pursuant to

the provisions of this Section 5.

<PAGE>

SECTION 6. TERMS AND EXERCISE OF WARRANTS. A Warrant may be exercised,

subject to the terms and conditions therein, upon surrender to the Company at

the principal corporate trust office of the Warrant Agent, which is currently

located at the address listed in Section 12 hereof.

The Warrant Agent may assume that any Warrant presented for exercise is

permitted to be so exercised under applicable law and shall have no liability

for acting in reliance on such assumption. All Warrant Certificates surrendered

upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled

Warrant Certificates shall then be disposed of by the Warrant Agent in its

customary manner. The Warrant Agent shall account promptly to the Company with

respect to Warrants exercised and concurrently pay to the Company all monies

received by the Warrant Agent for the purchase of the Warrant Shares through the

exercise of such Warrants.

The Warrant Agent shall keep copies of this Agreement and any notices given

or received hereunder available for inspection by the holders with reasonable

prior written notice during normal business hours at its corporate trust office,

which is currently located at the address listed in Section 12 hereof.

SECTION 7. RESERVATION OF WARRANT SHARES. The Warrant Agent shall have no

duty to verify availability of any shares of Common Stock set aside pursuant to

Section 4(b) of the Warrant Certificates. The Company will keep a copy of this

Agreement on file with the Transfer Agent (used hereinafter as such term is

defined in the Warrant Certificates) and with every subsequent transfer agent

for any shares of the Company's Common Stock issuable upon the exercise of the

rights of purchase represented by the Warrants. The Warrant Agent is hereby

irrevocably authorized to requisition from time to time from such Transfer Agent

the stock certificates required to honor outstanding Warrants upon exercise

thereof in accordance with the terms of this Agreement. The Company will supply

such Transfer Agent with duly executed certificates for such purposes and will

provide or otherwise make available any cash which may be payable as provided in

Section 2 of the Warrant Certificates. The Company will furnish such Transfer

Agent a copy of all notices filed with the Warrant Agent pursuant to Section 8

hereof.

SECTION 8. NOTICES TO WARRANT AGENT. The Company shall cause to be filed

with the Warrant Agent a copy of every notice or other communication sent to the

registered holders of the Warrant Certificates pursuant to the Warrant

Certificates promptly upon delivery of any such notice or communication to the

registered holders of the Warrant Certificates.

SECTION 9. MERGER, CONSOLIDATION OR CHANGE OF NAME OF WARRANT AGENT. Any

corporation into which the Warrant Agent may be merged or with which it may be

consolidated, or any corporation resulting from any merger or consolidation to

which the Warrant Agent shall be a party, or any corporation succeeding to all

or substantially all the corporate trust or agency business of the Warrant

Agent, shall be the successor to the Warrant Agent hereunder without the

execution or filing of any paper or any further act on the part of any of the

parties hereto, provided that such corporation would be eligible for appointment

as a successor warrant agent under the provisions of Section 11 of this

Agreement.

<PAGE>

SECTION 10. WARRANT AGENT. The Warrant Agent undertakes the duties and

obligations imposed by this Agreement (and no implied duties or obligations

shall be read into this Agreement against the Warrant Agent) upon the following

terms and conditions, all of which the Company and the holders of Warrants, by

their acceptance thereof, shall be bound:

(a) The statements contained herein and in the Warrant Certificates shall

be taken as statements of the Company and the Warrant Agent assumes no

responsibility for the correctness of any of the same except such as describe

the Warrant Agent or action taken or to be taken by it. The Warrant Agent

assumes no responsibility with respect to the distribution of the Warrant

Certificates except as herein otherwise provided.

(b) The Warrant Agent shall not be responsible for any failure of the

Company to comply with any of the covenants contained in this Agreement or in

the Warrant Certificates to be complied with by the Company.

selection (who may be counsel for the Company) and the Warrant Agent shall incur

no liability or responsibility to the Company or to any holder of any Warrant

Certificate in respect of any action taken, suffered or omitted by it hereunder

in good faith and in accordance with the opinion or the advice of such counsel.

The Warrant Agent may execute any of the trusts or powers hereunder or perform

any duties hereunder either directly or by or through agents or attorneys and

the Warrant Agent shall not be responsible for any misconduct or negligence on

the part of any agent or attorney appointed with due care by it hereunder.

(d) In the absence of bad faith on its part, the Warrant Agent may

conclusively rely, as to the truth of the statements and the correctness of the

opinions expressed therein, upon certificates or opinions furnished to the

Warrant Agent and conforming to the requirements of this Agreement. The Warrant

Agent shall incur no liability or responsibility to the Company or to any holder

of any Warrant Certificate for any action taken in reliance on any Warrant

Certificate, certificate of shares, notice, resolution, waiver, consent, order,

certificate, or other paper, document or instrument (whether in its original or

facsimile form) believed by it to be genuine and to have been signed, sent or

presented by the proper party or parties.

(e) The Company agrees to pay to the Warrant Agent such compensation for

all services rendered by the Warrant Agent in the administration and execution

of this Agreement as the Company and the Warrant Agent shall agree in writing

and to reimburse the Warrant Agent for all expenses, taxes and governmental

charges and other charges of any kind and nature incurred by the Warrant Agent

in the execution of this Agreement (including reasonable fees and expenses of

its counsel) and to indemnify the Warrant Agent (and any predecessor Warrant

Agent) and save it harmless against any and all claims (whether asserted by the

Company, a holder or any other person), damages, losses, expenses (including

taxes other than taxes based on the income of the Warrant Agent), liabilities,

including judgments, costs and reasonable counsel fees and expenses, for

anything done or omitted by the Warrant Agent in the execution of this Agreement

except as a result of its negligence or willful misconduct. The provisions of

this Section 10(e) shall survive the expiration of the Warrants and the

termination of this Agreement.

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(f) The Warrant Agent shall be under no obligation to institute any action,

suit or legal proceeding or to take any other action likely to involve expense

unless the Company or one or more registered holders of Warrant Certificates

shall furnish the Warrant Agent with security and indemnity reasonably

satisfactory to it for any costs and expenses which may be incurred, but this

provision shall not affect the power of the Warrant Agent to take such action as

it may consider proper, whether with or without any such security or indemnity.

All rights of action under this Agreement or under any of the Warrants may be

enforced by the Warrant Agent without the possession of any of the Warrant

Certificates or the production thereof at any trial or other proceeding relative

thereto, and any such action, suit or proceeding instituted by the Warrant Agent

shall be brought in its name as Warrant Agent and any recovery of judgment shall

be for the ratable benefit of the registered holders of the Warrants, as their

respective rights or interests may appear.

(g) The Warrant Agent, and any stockholder, director, officer or employee

of it, may buy, sell or deal in any of the Warrants or other securities of the

Company or become pecuniarily interested in any transaction in which the Company

may be interested, or contract with or lend money to the Company or otherwise

act as fully and freely as though it were not Warrant Agent under this

Agreement. Nothing herein shall preclude the Warrant Agent from acting in any

other capacity for the Company or for any other legal entity.

(h) The Warrant Agent shall act hereunder solely as agent for the Company,

and its duties shall be determined solely by the provisions hereof. The Warrant

Agent shall not be liable for anything which it may do or refrain from doing in

connection with this Agreement except for its own negligence or willful

misconduct. The Warrant Agent shall not be liable for any error of judgment made

in good faith by it, unless it shall be proved that the Warrant Agent was

negligent in ascertaining the pertinent facts. Notwithstanding anything in this

Agreement to the contrary, in no event shall the Warrant Agent be liable for

special, indirect, punitive or consequential loss or damage of any kind

whatsoever (including but not limited to lost profits), even if the Warrant

Agent has been advised of the likelihood of the loss or damage and regardless of

the form of the action.

(i) The Warrant Agent shall not at any time be under any duty or

responsibility to any holder of any Warrant Certificate to make or cause to be

made any adjustment of the Exercise Price or number of the Warrant Shares or

other securities or property deliverable as provided in this Agreement, or to

determine whether any facts exist which may require any of such adjustments, or

with respect to the nature or extent of any such adjustments, when made, or with

respect to the method employed in making the same. The Warrant Agent shall not

be accountable with respect to the validity or value or the kind or amount of

any Warrant Shares or of any securities or property which may at any time be

issued or delivered upon the exercise of any Warrant or with respect to whether

any such Warrant Shares or other securities will when issued be validly issued

and fully paid and nonassessable, and makes no representation with respect

thereto.

(j) Notwithstanding anything in this Agreement to the contrary, neither the

Company nor the Warrant Agent shall have any liability to any holder of a

Warrant Certificate or other Person as a result of its inability to perform any

of its obligations under this Agreement by reason of any preliminary or

permanent injunction or other order, decree or ruling issued by a

<PAGE>

court of competent jurisdiction or by a governmental, regulatory or

administrative agency or commission, or any statute, rule, regulation or

executive order promulgated or enacted by any governmental authority prohibiting

or otherwise restraining performance of such obligation; provided that the

Company must use its reasonable best efforts to have any such order, decree or

ruling lifted or otherwise overturned as soon as possible.

(k) Any application by the Warrant Agent for written instructions from the

Company may, at the option of the Warrant Agent, set forth in writing any action

proposed to be taken or omitted by the Warrant Agent under this Agreement and

the date on and/or after which such action shall be taken or such omission shall

be effective. The Warrant Agent shall not be liable for any action taken by, or

omission of, the Warrant Agent in accordance with a proposal included in such

application on or after the date specified in such application (which date shall

not be less than three Business Days after the date any officer of the Company

actually receives such application, unless any such officer shall have consented

in writing to any earlier date) unless prior to taking any such action (or the

effective date in the case of an omission), the Warrant Agent shall have

received written instructions in response to such application specifying the

action to be taken or omitted.

(l) No provision of this Agreement shall require the Warrant Agent to

expend or risk its own funds or otherwise incur any financial liability in the

performance of any of its duties hereunder or in the exercise of its rights.

(m) In addition to the foregoing, the Warrant Agent shall be protected and

shall incur no liability for, or in respect of, any action taken or omitted by

it in connection with its administration of this Agreement if such acts or

omissions are in reliance upon (i) the proper execution of the certification

concerning beneficial ownership appended to the form of assignment and the form

of the election attached hereto unless the Warrant Agent shall have actual

knowledge that, as executed, such certification is untrue, or (ii) the

non-execution of such certification including, without limitation, any refusal

to honor any otherwise permissible assignment or election by reason of such

non-execution.

SECTION 11. CHANGE OF WARRANT AGENT. The Warrant Agent may at any time

resign as Warrant Agent upon written notice to the Company. If the Warrant Agent

shall resign or become incapable of acting as Warrant Agent, the Company shall

appoint a successor to such Warrant Agent. If the Company shall fail to make

such appointment within a period of thirty (30) days after it has been notified

in writing of such resignation or of such incapacity by the Warrant Agent or by

the registered holder of a Warrant Certificate, then the registered holder of

any Warrant Certificate or the Warrant Agent may apply, at the expense of the

Company, to any court of competent jurisdiction for the appointment of a

successor to the Warrant Agent. Pending appointment of a successor to such

Warrant Agent, either by the Company or by such a court, the duties of the

Warrant Agent shall be carried out by the Company. The holders of a majority of

the unexercised Warrants shall be entitled at any time to remove the Warrant

Agent and appoint a successor to such Warrant Agent. If a Successor Warrant

Agent shall not have been appointed within thirty (30) days of such removal, the

Company may appoint a successor to such Warrant Agent. If the Company shall fail

to make such appointment within a period of thirty (30) days after the

expiration of the thirty (30) day period during which the holders of a majority

of the unexercised Warrants could appoint a successor Warrant Agent, then the

<PAGE>

registered holder of any Warrant Certificate or the Warrant Agent may apply, at

the expense of the Company, to any court of competent jurisdiction for the

appointment of a successor to the Warrant Agent. Such successor to the Warrant

Agent need not be approved by the Company or the former Warrant Agent. After

appointment the successor to the Warrant Agent shall be vested with the same

powers, rights, duties and responsibilities as if it had been originally named

as Warrant Agent without further act or deed; but the former Warrant Agent, upon

payment of all fees and expenses due it and its agents and counsel, shall

deliver and transfer to the successor to the Warrant Agent any property at the

time held by it hereunder and execute and deliver any further assurance,

conveyance, act or deed necessary for the purpose. Failure to give any notice

provided for in this Section 11, however, or any defect therein, shall not

affect the legality or validity of the appointment of a successor to the Warrant

Agent.

SECTION 12. NOTICES TO COMPANY AND WARRANT AGENT. Any notice or demand

authorized by this Agreement to be given or made by the Warrant Agent or by the

registered holder of any Warrant Certificate to or on the Company shall be

sufficiently given or made when and if deposited in the mail, first class or

registered, postage prepaid, addressed (until another address is filed in

writing by the Company with the Warrant Agent), as follows:

ATS Medical, Inc.

3905 Annapolis Lane, Suite 105

Minneapolis, Minnesota 55447

Telephone: (763) 553-7736

Facsimile: (763) 557-2244

Attention: Mr. John R. Judd

Title: Chief Financial Officer

In case the Company shall fail to maintain such office or agency or shall

fail to give such notice of the location or of any change in the location

thereof, presentations may be made and notices and demands may be served at the

principal corporate trust office of the Warrant Agent.

Any notice pursuant to this Agreement to be given by the Company or by the

registered holder(s) of any Warrant Certificate to the Warrant Agent shall be

sufficiently given when and if deposited in the mail, first-class or registered,

postage prepaid, addressed (until another address is filed in writing by the

Warrant Agent with the Company) to the Warrant Agent as follows:

Wells Fargo Bank, National Association

Sixth and Marquette, MAC N9303-120

Minneapolis, MN 55979

Telephone: (612) 316-1445

Facsimile: (612) 667-9825

Attention: Corporate Trust Services

Reference: ATS Medical Warrants

SECTION 13. SUPPLEMENTS AND AMENDMENTS. The Company and the Warrant Agent

may from time to time supplement or amend this Agreement without the approval of

any holders of Warrant Certificates in order to cure any ambiguity or to correct

or supplement any provision contained herein which may be defective or

inconsistent with any other provision herein, or to

<PAGE>

make any other provisions in regard to matters or questions arising hereunder

which the Company and the Warrant Agent may deem necessary or desirable and

which shall not in any way adversely affect the interests of the holders of

Warrant Certificates. Upon the delivery of a certificate from an appropriate

officer of the Company which states that the proposed supplement or amendment is

in compliance with the terms of this Section 13, the Warrant Agent shall execute

such supplement or amendment. Notwithstanding anything in this Agreement to the

contrary, the prior written consent of the Warrant Agent must be obtained in

connection with any supplement or amendment which alters the rights or duties of

the Warrant Agent. The Company and the Warrant Agent may amend any provision

herein with the consent of the holders of a majority of the unexercised

Warrants.

SECTION 14. SUCCESSORS. All the covenants and provisions of this Agreement

by or for the benefit of the Company or the Warrant Agent shall bind and inure

to the benefit of their respective successors and assigns hereunder.

SECTION 15. TERMINATION. This Agreement will terminate on the date as of

which all Warrants have either been exercised or expired without exercise. The

provisions of Sections 10 and 15 hereof shall survive such termination.

SECTION 16. GOVERNING LAW AND JURISDICTION. This Agreement and each Warrant

Certificate issued hereunder shall be deemed to be a contract made under the

laws of the State of Minnesota and for all purposes shall be construed in

accordance with the internal laws of the State of Minnesota without giving

effect to any choice of law or conflict of law provision or rule (whether of the

State of Minnesota or any other jurisdictions) that would cause the application

of the laws of any jurisdictions other than the State of Minnesota. Each party

hereby irrevocably submits to the non-exclusive jurisdiction of the state and

federal courts sitting in the City of Minneapolis, for the adjudication of any

dispute hereunder or in connection herewith or with any transaction contemplated

hereby or discussed herein, and hereby irrevocably waives, and agrees not to

assert in any suit, action or proceeding, any claim that it is not personally

subject to the jurisdiction of any such court, that such suit, action or

proceeding is brought in an inconvenient forum or that the venue of such suit,

action or proceeding is improper. Each party hereby irrevocably waives personal

service of process and consents to process being served in any such suit, action

or proceeding by mailing a copy thereof to such party at the address for such

notices to it under this Agreement and agrees that such service shall constitute

good and sufficient service of process and notice thereof. Nothing contained

herein shall be deemed to limit in any way any right to serve process in any

manner permitted by law. If any provision of this Agreement shall be invalid or

unenforceable in any jurisdiction, such invalidity or unenforceability shall not

affect the validity or enforceability of the remainder of this Agreement in that

jurisdiction or the validity or enforceability of any provision of this

Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY

RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION

OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS

AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

SECTION 17. BENEFITS OF THIS AGREEMENT. Nothing in this Agreement shall be

construed to give to any person or corporation other than the Company, the

Warrant Agent and

<PAGE>

the registered holders of the Warrant Certificates any legal or equitable right,

remedy or claim under this Agreement, and this Agreement shall be for the sole

and exclusive benefit of the Company, the Warrant Agent and the registered

holders of the Warrant Certificates.

SECTION 18. COUNTERPARTS. This Agreement may be executed in any number of

counterparts and each of such counterparts shall for all purposes be deemed to

be an original, and all such counterparts shall together constitute but one and

the same instrument.

SECTION 19. CONFLICTING TERMS. In the event of any inconsistency or

conflict between the Warrants and this Agreement, the terms, conditions and

provisions of the Warrants shall govern and control.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be

duly executed, as of the day and year first above written.

"COMPANY"

ATS MEDICAL, INC.

By: /s/ John R. Judd

------------------------------------

Its: Chief Financial Officer

-----------------------------------

"WARRANT AGENT"

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Warrant Agent

By: /s/ Timothy P. Mowdy

------------------------------------

Its: Vice President

-----------------------------------

<PAGE>

EXHIBIT A TO WARRANT AGENT AGREEMENT

FORM OF WARRANT

[THE FOLLOWING PARAGRAPH SHALL APPEAR ON THE FACE OF EACH RESTRICTED WARRANT:]

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE

SECURITIES ACT OF 1933, AS AMENDED OR APPLICABLE STATE SECURITIES LAWS. THE

SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE

ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE

SECURITIES ACT OF 1933, AS AMENDED AND APPLICABLE STATE SECURITIES LAWS OR AN

APPLICABLE EXEMPTION THEREFROM.

ATS MEDICAL, INC.

WARRANT TO PURCHASE COMMON STOCK

Warrant No.: __________ Number of Shares: __________

CUSIP No.: __________ (subject to adjustment)

Date of Issuance: October 7, 2005

ATS Medical, Inc., a Minnesota corporation (the "Company"), hereby

certifies that, for good and valuable consideration, the receipt and sufficiency

of which are hereby acknowledged, ________________, the registered holder hereof

or its permitted assigns is entitled, subject to the terms and conditions set

forth below, to purchase from the Company upon surrender of this Warrant (as

defined below), at any time or times on or after the date hereof, but not after

5:00 p.m., Eastern Standard Time, on the Expiration Date (as defined below),

_________________ fully paid nonassessable shares of Common Stock (as defined

below) of the Company at the Exercise Price per share provided in Section 1(c)

of this Warrant, subject to adjustment as provided below. Capitalized terms used

herein but not defined shall have the same meanings assigned to them in the

Securities Purchase Agreement dated as of October 6, 2005, by and between the

Company and the parties listed on the Schedule of Buyers attached thereto as

Exhibit A (as such agreement may be amended, supplemented and modified from time

to time as provided in such agreement, the "Securities Purchase Agreement").

This Warrant (as defined below) is one of a series of Warrants issued in

connection with the transactions described in (i) the Securities Purchase

Agreement and (ii) certain other related documents and agreements including,

without limitation, the Transaction Documents (as defined in the Securities

Purchase Agreement). The Warrant Shares (as defined below) issued upon exercise

of this Warrant and the holder hereof and thereof shall be entitled to all of

the rights and privileges set forth in the Transaction Documents. The Warrants

are issued under and pursuant to a Warrant Agent Agreement dated as of October

7, 2005 (herein called the "Warrant Agent Agreement"), between the Company and

Wells Fargo Bank, National Association (herein called the "Warrant Agent").

<PAGE>

SECTION 1. DEFINITIONS. The following terms as used in this warrant shall

have the following meanings:

(a) "Business Day" means any day other than Saturday, Sunday or other day

on which commercial banks in the City of New York are required by law to remain

closed.

(b) "Common Stock" means (i) the common stock, $0.01 par value per share,

of the Company, and (ii) any capital stock into which such Common Stock shall

have been changed or any capital stock resulting from a reclassification of such

Common Stock.

as hereinafter provided.

(d) "Expiration Date" means October 15, 2010 or, if such date does not fall

on a Business Day or on a Trading Day, then the next Business Day.

(e) "Person" means an individual, a limited liability company, a

partnership, a joint venture, a corporation, a trust, an unincorporated

organization or association and a government or any department or agency

thereof.

(f) "Principal Market" means The Nasdaq National Market ("NASDAQ") or if

the Common Stock is not traded on NASDAQ, then the principal securities exchange

or trading market for the Common Stock.

(g) "Registration Rights Agreement" means that certain Registration Rights

Agreement, dated as of October 7, 2005, among the Company, Piper Jaffray & Co.

and the initial purchasers of the Notes and the Warrants as such agreement may

be amended, supplemented and modified from time to time in a writing signed by

all of the signatories thereto.

(h) "Securities Act" means the Securities Act of 1933, as amended, and the

rules and regulations promulgated thereunder.

(i) "Shelf Registration Statement" means the Shelf Registration Statement

contemplated by the Registration Rights Agreement.

(i) "Trading Day" shall mean (x) a day on which the Principal Market is

open for business or (y) if the applicable security is not so listed on a

Principal Market or admitted for trading or quotation, a Business Day.

(j) "Warrant" means this Warrant and the other warrants to purchase shares

of Common Stock issued pursuant to the Securities Purchase Agreement and all

warrants issued in exchange, transfer or replacement thereof.

(k) "Warrant Shares" means all shares of Common Stock issuable upon

exercise of the Warrants.

<PAGE>

SECTION 2. EXERCISE OF WARRANT.

(a) Subject to the terms and conditions hereof, this Warrant may be

exercised by the holder hereof then registered on the books of the Company, in

whole or in part, at any time on any Business Day on or after the opening of

business on the date hereof and prior to 5:00 p.m., Eastern Time, on the

Expiration Date by (i) delivery of a written notice, in the form of the

subscription notice attached as Exhibit A hereto or a reasonable facsimile

thereof (the "Exercise Notice"), to the Company AT THE PRINCIPAL CORPORATE TRUST

OFFICE OF THE WARRANT AGENT AND TO the Company's designated transfer agent (the

"Transfer Agent"), of such holder's election to exercise all or a portion of

this Warrant, which notice shall specify the number of Warrant Shares to be

purchased, (ii) (A) payment to the Warrant Agent of an amount equal to the

Exercise Price multiplied by the number of Warrant Shares as to which this

Warrant is being exercised (the "Aggregate Exercise Price") in cash or delivery

of a certified check or bank draft payable to the order of the Warrant Agent or

wire transfer of immediately available funds or (B) notification to the Company

at the principal corporate trust office of the Warrant Agent and to the Transfer

Agent that this Warrant is being exercised pursuant to a Cashless Exercise (as

defined in Section 2(e) of this Warrant), and (iii) the surrender of this

Warrant to a common carrier for overnight delivery to the Warrant Agent as soon

as practicable following delivery of the Exercise Notice (OR AN INDEMNIFICATION

UNDERTAKING OR OTHER FORM OF SECURITY REASONABLY SATISFACTORY TO THE COMPANY

WITH RESPECT TO THIS WARRANT IN THE CASE OF ITS LOSS, THEFT OR DESTRUCTION, or

an affidavit of lost Warrant, in accordance with Section 11); provided, however,

that if such Warrant Shares are to be issued in any name other than that of the

registered holder of this Warrant, such issuance shall be deemed a transfer and

the provisions of Section 8 of this Warrant shall be applicable. In the event of

any exercise of the rights represented by this Warrant in compliance with this

Section 2(a), the Company shall use its best efforts on or before the third

Business Day, BUT IN NO EVENT LATER THAN THE FIFTH BUSINESS DAY (THE "WARRANT

SHARE DELIVERY DATE") following the date of receipt by the Warrant Agent of the

Exercise Notice, the Aggregate Exercise Price (or notice of Cashless Exercise)

and this Warrant (OR AN INDEMNIFICATION UNDERTAKING OR OTHER FORM OF SECURITY

REASONABLY SATISFACTORY TO THE COMPANY WITH RESPECT TO THIS WARRANT IN THE CASE

OF ITS LOSS, THEFT OR DESTRUCTION, or an affidavit of lost Warrant, in

accordance with Section 11) (the "Exercise Delivery Documents"), (A) in the case

of a public resale of such Warrant Shares, at the holder's request, to credit

such aggregate number of shares of Common Stock to which the holder shall be

entitled to the holder's or its designee's balance account with The Depository

Trust Company ("DTC") through its Deposit Withdrawal Agent Commission system or

(B) to issue and deliver to the address as specified in the Exercise Notice, a

certificate or certificates in such denominations as may be requested by the

holder in the Exercise Notice, registered in the name of the holder or its

designee, for the number of shares of Common Stock to which the holder shall be

entitled upon such exercise. Upon delivery of the Exercise Delivery Documents,

the holder of this Warrant shall be deemed for all corporate purposes to have

become the holder of record of the Warrant Shares with respect to which this

Warrant has been exercised, irrespective of the date of delivery OF THIS WARRANT

AS REQUIRED BY CLAUSE (III) ABOVE OR the certificates evidencing such Warrant

Shares. In the case of a dispute as to the determination of the Exercise Price

or the arithmetic calculation of the number of Warrant Shares, the Company shall

promptly issue to the holder the number of shares of Common Stock that is not

disputed and shall submit the disputed determination or arithmetic calculation

to the holder via facsimile within two (2) Business Days after receipt of the

holder's Exercise Notice. If the holder and the Company are unable to agree upon

the determination of the Exercise Price or arithmetic

<PAGE>

calculation of the number of Warrant Shares within two (2) Business Days of such

disputed determination or arithmetic calculation being submitted to the holder,

then the Company shall immediately submit via facsimile (i) the disputed

determination of the Exercise Price or the Closing Price (as defined in Section

9(f) of this Warrant) to an independent, reputable investment banking firm

selected jointly by the Company and the holder or (ii) the disputed arithmetic

calculation of the number of Warrant Shares to its independent, outside auditor.

The Company shall cause the investment banking firm or the auditor, as the case

may be, to perform the determination or calculation and notify the Company and

the holder of the results no later than ten (10) Business Days from the time it

receives the disputed determination or calculation. Such investment banking

firm's or auditor's determination or calculation, as the case may be, shall be

deemed conclusive absent manifest error. All fees and expenses of such

determinations shall be borne solely by the Company.

(b) Unless the rights represented by this Warrant shall have expired or

shall have been fully exercised, the Company shall, as soon as practicable but

in no event later than five (5) Business Days after any exercise (THE "WARRANT

DELIVERY DATE") AND at its own expense, issue a new Warrant identical in all

respects to this Warrant exercised except it shall represent rights to purchase

the number of Warrant Shares purchasable immediately prior to such exercise

under this Warrant, less the number of Warrant Shares with respect to which this

Warrant is exercised.

Company shall not be required to issue fractions of shares of Common Stock upon

exercise of this Warrant or to distribute certificates whic

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