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                                                                   EXHIBIT 10.24


                     AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT


         THIS AMENDMENT NO. 2 (the "Amendment") to that certain Employment
Agreement (the "Employment Agreement") dated as of November 8, 1994, as amended
by Amendment No. 1 dated as of November 22, 1995, by and among DALE A. SPENCER
(the "Employee"), BOSTON SCIENTIFIC CORPORATION, a Delaware corporation (the
"Company"), and SCIMED LIFE SYSTEMS, INC., a Minnesota corporation ("SCIMED") is
entered into as of October 21, 1997.

         WHEREAS, the Employee, the Company and SCIMED entered into the
Employment Agreement effective November 8, 1994; and

         WHEREAS, the Employee, the Company and SCIMED amended the Employment
Agreement by Amendment No. 1, effective November 22, 1995; and

         WHEREAS, the Employee, the Company and SCIMED wish to modify further
the terms of the Employment Agreement;

         NOW, THEREFORE, in consideration of the mutual covenants contained
herein and in consideration of the continued employment of the Employee by the
Company under the terms and conditions of the Employment Agreement as modified
by this Amendment, the parties agree as follows:

          1. Unless otherwise specifically defined herein, all capitalized terms
have the meanings ascribed to them in the Employment Agreement.

          2. Except as specifically amended, modified or supplemented herein,
the terms and conditions of the Employment Agreement remain unchanged and in
full force and effect. Any ambiguity or conflict between the terms and
conditions of this Amendment and those of the Employment Agreement shall be
governed by the terms of this Amendment.

          3. The Employment Agreement, as amended by Amendment No. 1 thereto, is
hereby further amended by deleting Section 7 thereof in its entirety, and
substituting in its place the following:
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              7.  Part-Time Employee.

              (a) Part-Time Employment. Effective March 1, 1996, Employee's
                  employment status changed from a full-time employee to a
                  regular part-time employee. Employee's status as a regular
                  part-time employee shall continue, subject to the terms and
                  conditions of this Employment Agreement. As a regular
                  part-time employee, Employee shall have such duties and
                  responsibilities and perform such other assignments as are
                  consistent with the Employee's expertise and experience and
                  previous services to the Company.

              (b) Obligations. The Employee shall remain based in Minneapolis
                  and shall be obligated to perform services on behalf of the
                  Company for no more than 40 hours per month during the term of
                  his status as a regular part-time employee. Expense
                  reimbursement consistent with that given to senior executives
                  of the Company shall be provided to Employee by the Company.
                  As a part-time employee, Employee may provide consulting
                  services to other companies consistent with the provisions of
                  Section 8, provided that such services do not unreasonably
                  interfere with his obligations hereunder.

              (c) Reporting Function. The Employee shall report directly to the
                  Chief Executive Officer of the Company and/or one or more
                  other senior executives of the Company designated by the Chief
                  Executive Officer.

              (d) Term. The Employee's term as a regular part-time employee
                  shall extend through March 1, 2004, on which date his
                  employment will end. The Company may earlier terminate the
                  Employee's part-time employment, and the Employment Agreement,
                  as amended, only for Cause.

              (e) Compensation. The Employee shall be compensated during his
                  term as a regular part-time employee at an annual rate in the
                  amount of the Employee's Base Compensation, subject to all
                  necessary withholding on salary, but Employee shall not be
                  eligible for any bonus. The Employee will continue to
                  participate in the company's medical, dental, life insurance
                  and disability plans and any other benefit plans the Company
                  offers to regular part-time employees.
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         4. This Amendment may be executed in any number of counterparts, all of
which, taken together, shall constitute one and the same instrument.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first above written.



BOSTON SCIENTIFIC CORPORATION                  SCIMED LIFE SYSTEMS, INC.




By ____________________________________        By _____________________________
   Peter M. Nicholas                              Lawrence C. Best
   Chairman and Chief Executive Officer           Chief Financial Officer



                                                   ____________________________
                                                   Dale A. Spencer