THE SECURITIES EVIDENCED BY THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON

EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS

AMENDED (THE "ACT"). THE SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE (A) IN

THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER

THE ACT, (II) A "NO ACTION" LETTER OF THE SECURITIES AND EXCHANGE COMMISSION AND

AN EXEMPTION FROM APPLICABLE STATE AND FOREIGN SECURITIES LAWS. WITH RESPECT TO

SUCH SALE OR OFFER, OR (III) AN EXEMPTION UNDER THE ACT AND APPLICABLE STATE AND

FOREIGN SECURITIES LAWS OR (B) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE ACT.

NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH

A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY THE SECURITIES.







Warrant No. 2                                       Number of Shares:  1,000,000

Date of Issuance:  January 9, 2001                       (subject to adjustment)





                                PLC SYSTEMS INC.





                        WARRANT TO PURCHASE COMMON SHARES



         PLC Systems Inc., a Yukon Territory corporation (the "COMPANY"), for

value received, hereby certifies that Edwards Lifesciences Corporation, a

Delaware corporation, or its registered assigns ("EDWARDS"), is entitled,

subject to the terms set forth below, to purchase from the Company, at any time

after the date hereof and on or before the fourth anniversary of the date

hereof, up to 1,000,000 (as adjusted from time to time) common shares without

par value (the "COMMON SHARES"), of the Company, pursuant to the provisions of

this warrant (the "WARRANT"), at a purchase price of $2.50 per share (as

adjusted from time to time, the "PURCHASE PRICE"). The shares purchasable upon

exercise of this Warrant, as adjusted from time to time pursuant to the

provisions of this Warrant, are sometimes referred to herein as the "WARRANT

SHARES."



         This Warrant is issued pursuant to the Securities Purchase Agreement,

dated as of January 7, 2001 (the "SECURITIES PURCHASE AGREEMENT"), by and

between Edwards and the Company.





                                       1

{PAGE}



         1. EXERCISE.



         (a) MANNER OF EXERCISE. This Warrant may be exercised by the holder of

this Warrant (the "HOLDER"), in whole or in part, by surrendering this Warrant

and the duly executed Notice of Exercise attached hereto as EXHIBIT A, at the

principal office of the Company, or at such other office or agency as the

Company may designate, together with payment in full of an amount equal to the

Purchase Price multiplied by the number of the Warrant Shares to be purchased

upon such exercise (the "AGGREGATE PURCHASE PRICE"). The Purchase Price shall be

paid to the Company by certified check or wire transfer of immediately available

funds.



         (b) EFFECTIVE TIME OF EXERCISE. Each exercise of this Warrant shall be

deemed to have been effected immediately prior to the close of business on the

day on which this Warrant is surrendered to the Company and the Aggregate

Purchase Price paid as provided in Section 1(a). Subject to Section 4(a), at

such time, the person or persons in whose name or names any certificates for

Warrant Shares shall be issuable, shall be deemed to have become the holder or

holders of record of the Warrant Shares evidenced by such certificates.



         (c) NO FRACTIONAL SHARES. No fractional shares will be issued in

connection with any exercise hereunder. In lieu of any fractional shares which

would otherwise be issuable, the Company shall pay cash equal to the product of

such fraction multiplied by the fair market value of one Warrant Share on the

date of exercise, as determined in good faith by the Board of Directors of the

Company.



         (d) DELIVERY TO HOLDER. As soon as practicable after the exercise of

this Warrant, and in any event within ten (10) business days thereafter, the

Company shall cause to be issued in the name of, and delivered to, the Holder,

or as such Holder (upon payment by such Holder of any applicable transfer taxes)

may direct:



              (i) a certificate or certificates evidencing the number of Common

Shares to which such Holder shall be entitled, and



              (ii) in case of a partial exercise, a new warrant of like tenor,

calling in the aggregate on the face thereof for the number of Common Shares

equal (without giving effect to any adjustment therein) to the number of such

shares called for on the face of this Warrant minus the number of such shares in

respect of which the Warrant has been previously exercised.



                                       2

{PAGE}



         2. COVENANTS AS TO COMMON SHARES. The Company hereby covenants and

agrees as follows:



         (a) This Warrant is, and any Warrants issued in substitution for or

replacement of this Warrant will upon issuance be, duly authorized, validly

issued and fully paid and non-assessable.



         (b) All Warrant Shares which may be issued upon the exercise of the

rights represented by this Warrant will, upon issuance, be duly authorized,

validly issued, fully paid and non-assessable and free from all taxes, liens and

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