Exhibit 10.2

                          REGISTRATION RIGHTS AGREEMENT

                  REGISTRATION RIGHTS AGREEMENT, dated as of October 29, 2003,
among Rubicon Medical Corporation, a Delaware corporation (the "Company"),
Boston Scientific Corporation, a Delaware corporation ("Parent"), and Nemo I
Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of
Parent ("Purchaser").

                  WHEREAS, pursuant to an agreement dated July 17, 2003 (the
"Term Sheet"), among Parent, the Company, Berger Family Enterprises, a Utah
family limited partnership, David B. Berger and Richard J. Linder, Parent
purchased 2,000,000 shares of the Company's common stock, par value $0.001
("Common Stock"), for $2 million in cash (the "First Equity Investment");

                  WHEREAS, Parent, Purchaser and the Company have entered into a
transaction agreement, dated as of the date hereof (the "Transaction Agreement";
capitalized terms used herein and not otherwise defined herein shall have the
respective meanings ascribed to such terms in the Transaction Agreement),
providing that, among other things, concurrently with the execution of the
Transaction Agreement, Parent shall purchase, and the Company shall issue to
Parent, 1,090,147 shares of Series A Convertible Preferred Stock, par value
$0.001 per share (the "Preferred Stock"), for $15 million in cash, which are
convertible at the option of Parent at any time into such number of shares of
Common Stock that, when aggregated with the Common Stock issued pursuant to the
First Equity Investment, shall constitute 18% of Common Stock on a fully diluted
basis (the "Second Equity Investment");

                  WHEREAS, the Company has agreed to grant registration rights
to Parent in accordance with this Agreement for (a) the 2,000,000 shares of
Common Stock purchased by Parent pursuant to the First Equity Investment and (b)
the shares of Common Stock into which the 1,090,147 shares of the Preferred
Stock that Parent is purchasing pursuant to the Second Equity Investment as
provided in the Transaction Agreement are convertible.

                  NOW, THEREFORE, in consideration of the premises and the
covenants hereinafter contained and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and intending to
be legally bound hereby, it is agreed as follows:

1. Definitions. (a) Unless otherwise defined herein, the terms below shall have
the following meanings (such meanings being equally applicable to both the
singular and plural form of the terms defined):

                  "Agreement" means this Registration Rights Agreement,
         including all amendments, modifications and supplements and any
         exhibits or schedules to any of the foregoing.

                  "Business Day" means any day on which the principal offices of
         the SEC in Washington, D.C. are open to accept filings, or, in the case
         of determining a date when any payment is due, any day on which banks
         are not required or authorized to close in The City of New York.

                  "Control" (including the terms "Controlled by" and "under
         common Control with") means the possession, directly or indirectly, of
         the power to direct or cause the direction of the management and
         policies of a Person, whether through the ownership of voting
         securities, as trustee or executor, by contract or otherwise,
         including, without limitation, the ownership, directly or indirectly,
         of securities having the power to elect a majority of the board of
         directors or similar body governing the affairs of such Person.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
         amended, and all rules and regulations promulgated thereunder.

                  "Holder" means Parent or Purchaser, as the case may be, and
         any transferee of Parent or Purchaser to whom Registrable Securities
         are permitted to be transferred in accordance with the terms of this
         Agreement, and, in each case, who continues to be entitled to the
         rights of a Holder hereunder.

                  "NASD" means the National Association of Securities Dealers,
         Inc., or any successor entity thereof.

                  "Person" means any individual, corporation, partnership, joint
         venture, firm, trust, unincorporated organization, government or any
         agency or political subdivision thereof or other entity.

                  "Registrable Securities" means, when held by a Holder, (a) (i)
         the 2,000,000 shares of Common Stock purchased by Parent pursuant to
         the First Equity Investment in accordance with the Term Sheet and (ii)
         the shares of Common Stock into which the 1,090,147 shares of the
         Preferred Stock that Parent is purchasing pursuant to the Second Equity
         Investment in accordance with the Transaction Agreement are convertible
         and (b) any Securities issuable or issued or distributed in respect of
         any of the Common Stock identified in clause (a) by way of stock
         dividend or stock split or in connection with a combination of shares,
         recapitalization, reorganization, merger, consolidation or otherwise;
         provided, however, that (i) Registrable Securities shall cease to be
         Registrable Securities when (y) a Registration Statement covering such
         Registrable Securities has been declared effective under the Securities
         Act by the SEC and such Registrable Securities have been disposed of
         pursuant to such effective Registration Statement and (z) they have
         been repurchased by the Company or otherwise cease to be outstanding
         and (ii) the Registrable Securities of a Holder shall not be deemed to
         be Registrable Securities at any time when the entire amount of such
         Registrable Securities proposed to be sold by such Holder in a single
         sale constitute less than 1% of the then outstanding shares of Common
         Stock and are, or in the opinion of counsel satisfactory to the Company
         and such Holder, each in their reasonable judgment, may be, so
         distributed to the public pursuant to Rule 144 (or any successor
         provision then in effect) under the Securities Act in any three month
         period or any such Registrable Securities have been sold in a sale made
         pursuant to Rule 144 of the Securities Act.

                  "Registration Statement" means the Demand Registration
         Statement and/or the Piggy-Back Registration Statement, as the case may
         be, including the Prospectus contained therein, any amendments to such
         Registration Statement (including post-effective amendments) and all
         exhibits and any material incorporated by reference in such
         Registration Statement.

                  "Securities" means any equity securities of the Company,
         including Common Stock and preferred stock that is convertible to
         Common Stock, and any other securities of the Company convertible,
         exchangeable or exercisable for or into equity securities.

                  "Securities Act" means the Securities Act of 1933, as amended,
         and all rules and regulations promulgated thereunder.

                  "SEC" means the U.S. Securities and Exchange Commission, or
         any successor thereto.

(b) The following terms have the meanings set forth in the Section set forth
opposite such term:

                 Term                                          Section

                 Blackout Period                               6
                 Common Stock                                  Recitals
                 Company                                       Recitals
                 Demand for Registration                       2(d)
                 Demand Registration                           2(a)
                 Demand Registration Statement                 2(a)
                 First Equity Investment                       Recitals
                 Indemnified Party                             8(d)
                 Indemnifying Party                            8(d)
                 Maximum Number of Securities                  2(a)
                 Parent                                        Recitals
                 Participating Demand Holders                  2(a)
                 Participating Piggy-Back Holders              3(b)
                 Piggy-Back Registration                       3(a)
                 Piggy-Back Registration Statement             3(a)
                 Preferred Stock                               Recitals
                 Purchaser                                     Recitals
                 Second Equity Investment                      Recitals
                 Term Sheet                                    Recitals
                 Transaction Agreement                         Recitals

2.       Demand Registration.

(a)      After receipt of a written request from a Holder requesting that the
         Company effect a registration (a "Demand Registration") under the
         Securities Act covering all or part of the Registrable Securities which
         specifies the intended method or methods of disposition thereof, the
         Company shall promptly notify all Holders in writing of the receipt of
         such request and each such Holder, in lieu of exercising its rights
         under Section 3 may elect (by written notice sent to the Company within
         10 Business Days from the date of such Holder's receipt of the
         aforementioned notice from the Company) to have all or part of such
         Holder's Registrable Securities included in such registration thereof
         pursuant to this Section 2, and such Holder shall specify in such
         notice the number of Registrable Securities that such Holder elects to
         include in such registration. Thereupon the Company shall, as
         expeditiously as is possible, but in any event no later than forty-five
         (45) days (excluding any days which occur during a permitted Blackout
         Period under Section 4) after receipt of a written request for a Demand
         Registration, file with the SEC and use its reasonable best efforts to
         cause to be declared effective, a registration statement (a "Demand
         Registration Statement") relating to all shares of Registrable
         Securities which the Company has been so requested to register by such
         Holders ("Participating Demand Holders") for sale, to the extent
         required to permit the disposition (in accordance with the intended
         method or methods thereof, as aforesaid) of the Registrable Securities
         so registered; provided, however, that the Registrable Securities
         requested to be registered (i) constitute in the aggregate at least 33%
         of the Registrable Securities issued or issuable upon conversion of the
         Preferred Stock or (ii) include all Registrable Securities which remain
         outstanding at such time.

(b)      If the majority-in-interest of the Participating Demand Holders in a
         Demand Registration relating to a public offering so request that the
         offering be underwritten with a managing underwriter selected in the
         manner set forth in Section 12 and such managing underwriter of such
         Demand Registration advises the Company in writing that, in its
         opinion, the number of securities to be included in such offering is
         greater than the total number of securities which can be sold therein
         without having a material adverse effect on the distribution of such
         securities or otherwise having a material adverse effect on the
         marketability thereof (the "Maximum Number of Securities"), then the
         Company shall include in such Demand Registration the Registrable
         Securities that the Participating Demand Holders have requested to be
         registered thereunder only to the extent the number of such Registrable
         Securities does not exceed the Maximum Number of Securities. If such
         amount exceeds the Maximum Number of Securities, the number of
         Registrable Securities included in such Demand Registration shall be
         allocated among all the Participating Demand Holders on a pro rata
         basis (based on the number of Registrable Securities held by each
         Participating Demand Holder). If the amount of such Registrable
         Securities does not exceed the Maximum Number of Securities, the
         Company may include in such Registration any other Securities of the
         Company and other securities held by other security holders of the
         Company, as the Company may in its discretion determine or be obligated
         to allow, in an amount which together with the Registrable Securities
         included in such Demand Registration shall not exceed the Maximum
         Number of Securities.

(c)      Registrations under this Section 2 shall be on such appropriate
         registration form of the SEC (i) as shall be selected by the issuer and
         as shall be reasonably acceptable to the holders of a
         majority-in-interest of Registrable Securities requesting participation
         in the Demand Registration and (ii) as shall permit the disposition of
         the Registrable Securities in accordance with the intended method or
         methods of disposition specified in the applicable holders' requests
         for such registration. Notwithstanding the foregoing, if, pursuant to a
         Demand Registration, (x) the issuer proposes to effect registration by
         filing a Registration Statement on Form S-3 (or any successor or
         similar short-form registration statement), (y) such registration is in
         connection with an underwritten offering and (z) the managing
         underwriter or underwriters shall advise the issuer in writing that, in
         its or their opinion, the use of another form of registration statement
         (or the inclusion, rather than the incorporation by reference, of
         information in the Prospectus related to a Registration Statement on
         Form S-3 (or other short-form registration statement)) is of material
         importance to the success of such proposed offering, then such
         registration shall be effected on such other form (or such information
         shall be so included in such Prospectus).

(d)      Holders shall be entitled to an aggregate of two registrations of
         Registrable Securities pursuant to this Section 2 (each, a "Demand for
         Registration"); provided, that a registration requested pursuant to
         this Section 2 shall not be deemed to have been effected for purposes
         of this Section 2(d) unless (i) it has been declared effective by the
         SEC, (ii) it has remained effective for the period set forth in Section
         5(a), (iii) Holders of Registrable Securities included in such
         registration have not withdrawn sufficient shares from such
         registration such that the remaining Holders requesting registration
         would not have been able to request registration under the provisions
         of this Section 2 and (iv) the offering of Registrable Securities
         pursuant to such registration is not subject to any stop order,
         injunction or other order or requirement of the SEC or other
         governmental agency or court (other than any such stop order,
         injunction, or other requirement of the SEC or other governmental
         agency or court prompted by act or omission of Holders of Registrable
         Securities).

(e)      Notwithstanding anything to the contrary contained herein, (i) the
         Company shall not be required to prepare and file (A) more than two
         Demand Registration Statements in any twelve-month period or (B) any
         Demand Registration Statement within 90 days following the date of
         effectiveness of any other Registration Statement; provided, however,
         that any Piggy-Back Registration Statement filed pursuant to Section 3
         shall be excluded from the limitations set forth in this Section
         2(e)(i)(B) and (ii) the Company may, at its option, purchase (or cause
         a designee to purchase) such Registrable Securities in lieu of
         effecting the registration of the Registrable Securities that are the
         subject of a Demand for Registration pursuant to Section 13.

3.       Piggy-Back Registration.

(a)      If the Company proposes to file on its behalf and/or on behalf of any
         holder of its securities (other than a holder of Registrable
         Securities) a registration statement under the Securities Act on any
         form (other than a registration statement on Form S-4 or S-8 or any
         successor form for securities to be offered in a transaction of the
         type referred to in Rule 145 under the Securities Act or to employees
         of the Company pursuant to any employee benefit plan, respectively) for
         the registration of any Security (a "Piggy-Back Registration"), it will
         give written notice to all Holders at least twenty (20) Business Days
         before the initial filing with the SEC of such registration statement
         (a "Piggy-Back Registration Statement"), which notice shall set forth
         the intended method of disposition of the securities proposed to be
         registered by the Company. The notice shall offer to include in such
         filing the aggregate number of shares of Registrable Securities as such
         Holders may request.

(b)      Each Holder desiring to have Registrable Securities registered under
         this Section 3 ("Participating Piggy-Back Holders") shall advise the
         Company in writing within 10 Business Days after the date of receipt of
         such offer from the Company, setting forth the amount of such
         Registrable Securities for which registration is requested. The Company
         shall thereupon include in such filing the number or amount of
         Registrable Securities for which registration is so requested, subject
         to paragraph (c) below, and shall use its reasonable best efforts to
         effect registration of such Registrable Securities under the Securities
         Act.

(c)      If the Piggy-Back Registration relates to an underwritten public
         offering and the managing underwriter of such proposed public offering
         advises in writing that, in its opinion, the amount of Registrable
         Securities requested to be included in the Piggy-Back Registration in
         addition to the securities being registered by the Company would be
         greater than the Maximum Number of Securities (having the same meaning
         as defined in Section 2 but replacing the term "Demand Registration"
         with "Piggy-Back Registration"), then:

(i)      in the event the Company initiated the Piggy-Back Registration, the
         Company shall include in such Piggy-Back Registration, in the priority
         listed below, up to the Maximum Number of Securities:

(A)      first, the Securities the Company proposes to register for the account
         of the Company,

(B)      second, all Registrable Securities requested to be included in such
         registration by Participating Piggy-Back Holders (allocated, if
         necessary for the offering not to exceed the Maximum Number of
         Securities, pro rata among such Holders based on the number of
         Registrable Securities of the Company held by each such selling
         security Holder) and

(C)      third, the securities of all other selling security holders;

(ii)     in the event any holder of Securities of the Company initiated the
         Piggy-Back Registration, the Company shall include in such Piggy-Back
         Registration, in the priority listed below, up to the Maximum Number of
         Securities:

(A)      first, the Securities such initiating security holder proposes to
         register and the Securities of any other selling security holders,
         including Participating Piggy-Back Holders (allocated, if necessary for
         the offering not to exceed the Maximum Number of Securities, pro rata
         among such holders and Holders based on the number of Securities of the
         Company held by each such selling security holder or Holder) and

(B)      second, any Securities the Company proposes to register.

(d)      The Company will not hereafter enter into any agreement, which is
         inconsistent with the rights of priority provided in paragraph (c)
         above.

4.       Blackout Periods. The Company shall have the right to delay the filing
         or effectiveness of a Registration Statement required pursuant to
         Section 2 or 3 during no more than two periods aggregating to not more
         than 120 days in any twelve-month period (a "Blackout Period") in the
         event that (i) the Company would, in accordance with the reasonable
         advice of its counsel, be required to disclose in the prospectus
         information not otherwise then required by Law to be publicly disclosed
         and (ii) except as prohibited by Article VIII of the Transaction
         Agreement, in the judgment of the Company's Board of Directors, there
         is a reasonable likelihood that such disclosure, or any other action to
         be taken in connection with the prospectus, would materially and
         adversely affect or interfere with any financing, acquisition, merger,
         disposition of assets (not in the ordinary course of business),
         corporate reorganization or other similar transaction involving the
         Company; provided, however, that the Company shall delay during such
         Blackout Period the filing or effectiveness of any Registration
         Statement required pursuant to the registration rights of the holders
         of any Securities of the Company. The Company shall promptly give the
         Holders written notice of such determination containing a general
         statement of the reasons for such postponement and an approximation of
         the duration of the anticipated delay.

5.       Registration Procedures. If the Company is required by the provisions
         of Section 2 or 3 to use its reasonable best efforts to effect the
         registration of any of its securities under the Securities Act, the
         Company shall, as expeditiously as possible:

(a)      prepare and file with the SEC within 45 days a Registration Statement
         with respect to such securities and use its reasonable best efforts to
         cause such Registration Statement promptly to become and remain
         effective for a period of time required for the disposition of such
         Securities by the holders thereof but not to exceed 30 days; provided,
         however, that not fewer than 5 Business Days before filing such
         registration statement or any amendments thereto (for purposes of this
         subsection, amendments shall not be deemed to include any filing that
         the Company is required to make pursuant to the Exchange Act), the
         Company shall furnish the representatives of the Holders referred to in
         Section 5(m) copies of all documents proposed to be filed, which
         documents will be subject to the review of such counsel. The Company
         shall not be deemed to have used its reasonable best efforts to keep a
         Registration Statement effective during the applicable period if it
         voluntarily takes any action that would result in the Holders of such
         Registrable Securities not being able to sell such Registrable
         Securities during that period, unless such action is required by Law;

(b)      prepare and file with the SEC such amendments and supplements to such
         Registration Statement and the prospectus used in connection therewith
         as may be necessary to keep such Registration Statement effective and
         to comply with the provisions of the Securities Act with respect to the
         sale or other disposition of all securities covered by such
         Registration Statement until the earlier of such time as all of such
         securities have been disposed of in a public offering or the expiration
         of 30 days;

(c)      furnish to such selling security holders such number of conformed
         copies of the applicable Registration Statement and each such amendment
         and supplement thereto (including in each case all exhibits) and of a
         summary prospectus or other prospectus, including a preliminary
         prospectus, in conformity with the requirements of the Securities Act,
         and such other documents, as such selling security holders may
         reasonably request;

(d)      use its reasonable best efforts to register or qualify the securities
         covered by such Registration Statement under such other securities or
         blue sky laws of such jurisdictions within the United States and Puerto
         Rico as each Holder of such securities shall reasonably request, to
         keep such registration or qualification in effect for so long as such
         Registration Statement remains in effect and to take any other action
         which may be reasonably necessary to enable such Holder to consummate
         the disposition in such jurisdictions of the securities owned by such
         Holder (provided, however, that the Company shall not be required in
         connection therewith or as a condition thereto to qualify to do
         business, subject itself to taxation in or to file a general consent to
         service of process in any jurisdiction wherein it would not but for the
         requirements of this paragraph (d) be obligated to do so; and provided,
         further, that the Company shall not be required to qualify such
         Registrable Securities in any jurisdiction in which the securities
         regulatory authority requires that any Holder submit any shares of its
         Registrable Securities to the terms, provisions and restrictions of any
         escrow, lockup or similar agreement(s) for consent to sell Registrable
         Securities in such jurisdiction unless such Holder agrees to do so) and
         do such other reasonable acts and things as may be required of it to
         enable such Holder to consummate the disposition in such jurisdiction
         of the securities covered by such Registration Statement;

(e)      furnish, at the request of any Holder requesting registration of
         Registrable Securities pursuant to Section 2 or 3, if the method of
         distribution is by means of an underwriting, on the date that the
         shares of Registrable Securities are delivered to the underwriters for
         sale pursuant to such registration, or if such Registrable Securities
         are not being sold through underwriters, on the date that the
         registration statement with respect to such shares of Registrable
         Securities becomes effective, (1) a signed opinion, dated such date, of
         the independent legal counsel representing the Company for the purpose
         of such registration, addressed to the underwriters, if any, and if
         such Registrable Securities are not being sold through underwriters,
         then to the Holders making such request, as to such matters as such
         underwriters or the Holders holding a majority-in-interest of the
         Registrable Securities included in such registration, as the case may
         be, may reasonably request; and (2) letters dated such date and the
         date the offering is priced from the independent certified public
         accountants of the Company, addressed to the underwriters, if any, and
         if such Registrable Securities are not being sold through underwriters,
         then to the Holders making such request and, if such accountants refuse
         to deliver such letters to such Holders, then to the Company (i)
         stating that they are independent certified public accountants within
         the meaning of the 1933 Act and that, in the opinion of such
         accountants, the financial statements and other financial data of the
         Company included in the Registration Statement or the prospectus, or
         any amendment or supplement thereto, comply as to form and substance in
         all material respects with the applicable accounting requirements of
         the 1933 Act and (ii) covering such other financial matters (including
         information as to the period ending not more than five Business Days
         prior to the date of such letters) with respect to the registration in
         respect of which such letter is being given as such underwriters or the
         Holders holding a majority-in-interest of the Registrable Securities
         included in such registration, as the case may be, may reasonably
         request and as would be customary in such a transaction;

(f)      enter into customary agreements (including if the method of
         distribution is by means of an underwriting, an underwriting agreement
         in customary form) and take such other actions as are reasonably
         required in order to expedite or facilitate the disposition of such
         Registrable Securities;

(g)      otherwise use its reasonable best efforts to comply with all applicable
         rules and regulations of the SEC and make earnings statements
         satisfying the provisions of Section 11(a) of the Securities Act
         generally available to the Holders no later than 45 days after the end
         of any twelve-month period (or 90 days, if such period is a fiscal
         year) (provided, however, that such 45-day and 90-day time periods
         shall be reduced to reflect any shorter time periods as the SEC may
         require for the filing of Forms 10-Q and Forms 10-K) (i) commencing at
         the end of any fiscal quarter in which Registrable Securities are sold
         to underwriters in an underwritten public offering or (ii) if not sold
         to underwriters in such an offering, beginning with the first month of
         the Company's first fiscal quarter commencing after the effective date
         of the Registration Statement, which statements shall cover said
         twelve-month periods;

(h)      use its reasonable best efforts to cause all such Registrable
         Securities to be listed on each securities exchange or quotation system
         on which similar securities issued by the Company are listed or traded;

(i)      give written notice to the Holders:

(i)      when such Registration Statement or any amendment thereto has been
         filed with the SEC and when such Registration Statement or any
         post-effective amendment thereto has become effective;

(ii)     of any request by the SEC for amendments or supplements to such
         Registration Statement or the prospectus included therein or for
         additional information;

(iii)    of the issuance by the SEC of any stop order suspending the
         effectiveness of such Registration Statement or the initiation of any
         proceedings for that purpose;

(iv)     of the receipt by the Company or its legal counsel of any notification
         with respect to the suspension of the qualification of the Common Stock
         for sale in any jurisdiction or the initiation or threatening of any
         proceeding for such purpose; and

(v)      of the happening of any event that requires the Company to make changes
         in such Registration Statement or the prospectus in order to make the
         statements therein true and not misleading (which notice shall be
         accompanied by an instruction to suspend the use of the prospectus
         until the requisite changes have been made);

(j)      use its reasonable best efforts to prevent the issuance or obtain the
         withdrawal of any order suspending the effectiveness of such
         Registration Statement at the earliest possible time;

(k)      furnish to each Holder, without charge, at least one copy of such
         Registration Statement and any post-effective amendment thereto,
         including financial statements, schedules and, if the Holder so
         requests in writing, all exhibits (including those, if any,
         incorporated by reference);

(l)      upon the occurrence of any event contemplated by Section 5(i)(v),
         promptly prepare a post-effective amendment to such Registration
         Statement or a supplement to the related prospectus or file any other
         required document so that, as thereafter delivered to the Holders, the
         prospectus will not contain an untrue statement of a material fact or
         omit to state any material fact necessary to make the statements
         therein, in light of the circumstances under which they were made, not
         misleading. If the Company notifies the Holders in accordance with
         Section 5(i)(v) to suspend the use of the prospectus until the
         requisite changes to the prospectus have been made, then the Holders
         shall suspend use of such prospectus, and the period of effectiveness
         of such Registration Statement provided for above shall be extended by
         the number of days from and including the date of the giving of such
         notice to the date Holders shall have received such amended or
         supplemented prospectus pursuant to this Section 5(l); provided that,
         in any event, the extension shall be not less than five Business Days;

(m)      make reasonably available for inspection by the representatives of the
         Holders, any underwriter participating in any disposition pursuant to
         such Registration Statement and any attorney, accountant or other agent
         retained by such representative or any such underwriter all relevant
         financial and other records, pertinent corporate documents and
         properties of the Company and cause the Company's officers, directors,
         employees and representatives to supply all relevant information
         reasonably requested by such representatives of the Holders or any such
         underwriter, attorney, accountant or agent in connection with the
         registration; and

(n)      in connection with any underwritten offering, make appropriate officers
         of the Company available to the selling security holders for meetings
         with prospective purchasers of the Registrable Securities and prepare
         and present to potential investors customary "road show" material in
         each case in accordance with the recommendations of the underwriters
         and in all respects in a manner consistent with other new issuances of
         securities in an offering of a similar size to such offering of the
         Registrable Securities and by an issuer of similar size to the Company,
         in connection with any proposed sale of the Registrable Securities in
         an aggregate offering that constitutes at least 20% of the Registrable
         Securities issued or issuable upon conversion of the Preferred Stock;
         and

(o)      use reasonable best efforts to procure the cooperation of the Company's
         transfer agent in settling any offering or sale of Registrable
         Securities, including with respect to the transfer of physical stock
         certificates into book-entry form in accordance with any procedures
         reasonably requested by the Holders or the underwriters.

                  It shall be a condition precedent to the obligation of the
Company to take any action pursuant to this Agreement in respect of the
Securities which are to be registered at the request of any Holder that such
Holder shall furnish to the Company such information regarding the Securities
held by such Holder and the intended method of disposition thereof as the
Company shall reasonably request and as shall be required in connection with the
action taken by the Company.

6.       Expenses. All expenses incurred in connection with each registration
         pursuant to Sections 2 and 3, excluding underwriters' discounts and
         commissions, but including without limitation all registration, filing
         and qualification fees, word processing, duplicating, printers' and
         accounting fees (including the expenses of any special audits or
         "comfort" letters required by or incident to such performance and
         compliance), fees of the OTC Bulletin Board or quotation fees, fees of
         the NASD or listing fees, messenger and delivery expenses, all fees and
         expenses of complying with state securities or blue sky laws, fees and
         disbursements of counsel for the Company and the fees and disbursements
         of one counsel for the selling Holders (which counsel shall be selected
         by the Holders holding a majority-in-interest of the Registrable
         Securities being registered), shall be paid by the Company, except
         that:

(a)      all such expenses in connection with any amendment or supplement to a
         Registration Statement or prospectus filed more than 180 days after the
         effective date of such Registration Statement because any Holder has
         not effected the disposition of the Securities requested to be
         registered shall be paid by such Holder;

(b)      the Holders shall bear and pay the underwriting commissions and
         discounts applicable to securities offered for their account in
         connection with any registrations, filings and qualifications made
         pursuant to this Agreement; and

(c)      the Holders, on the one hand, and the Company, on the other hand, shall
         each bear and pay one-half of the fees and expenses of the underwriters
         that relate to "road show" investor presentations.

7.       Rule 144 Information. At all times after 90 days after any Registration
         Statement covering securities of the Company shall have become
         effective, the Company agrees to:

(a)      make and keep public information available, as those terms are
         understood and defined in Rule 144 under the Securities Act;

(b)      use its best efforts to file with the SEC in a timely manner all
         reports and other documents required of the Company under the
         Securities Act and the Exchange Act; and

(c)      furnish to each Holder of Registrable Securities forthwith upon request
         a written statement by the Company as to its compliance with the
         reporting requirements of such Rule 144 and of the Securities Act and
         the Exchange Act, a copy of the most recent annual or quarterly report
         of the Company and such other reports and documents so filed by the
         Company as such Holder may reasonably request in availing itself of any
         rule or regulation of the SEC allowing such Holder to sell any
         Registrable Securities without registration.

8.       Indemnification and Contribution.

(a)      The Company shall indemnify and hold harmless each Holder, such
         Holder's directors and officers, each person who participates in the
         offering of such Registrable Securities, including underwriters (as
         defined in the Securities Act), and each person, if any, who controls
         such Holder or participating person within the meaning of the
         Securities Act, against any losses, claims, damages or liabilities,
         joint or several, to which they may become subject under the Securities
         Act or otherwise, insofar as such losses, claims, damages or
         liabilities (or proceedings in respect thereof) arise out of or are
         based on any untrue or alleged untrue statement of any material fact
         contained in such registration statement on the effective date thereof
         (including any prospectus filed under Rule 424 under the Securities Act
         or any amendments or supplements thereto) or arise out of or are based
         upon the omission or alleged omission to state therein a material fact
         required to be stated therein or necessary to make the statements
         therein not misleading, and shall reimburse each such Holder, such
         Holder's directors and officers, such participating person or
         controlling person for any legal and other expenses reasonably incurred
         by them (but not in excess of expenses incurred in respect of one
         counsel for all of them unless there is an actual conflict of interest
         between any indemnified parties, which indemnified parties may be
         represented by separate counsel) in connection with investigating or
         defending any such loss, claim, damage, liability or action; provided,
         however, that the Company shall not be liable to any Holder, such
         Holder's directors and officers, participating person or controlling
         person in any such case for any such loss, claim, damage, liability or
         action to the extent that it arises out of or is based upon an untrue
         statement or alleged untrue statement or omission or alleged omission
         made in connection with such registration statement, preliminary
         prospectus, final prospectus or amendments or supplements thereto, in
         reliance upon and in conformity with written information furnished
         expressly for use in connection with such registration by any such
         Holder, such Holder's directors and officers, participating person or
         controlling person. Such indemnity shall remain in full force and
         effect regardless of any investigation made by or on behalf of any such
         Holder, such Holder's directors and officers, participating person or
         controlling person, and shall survive the transfer of such securities
         by such Holder.

(b)      Each Holder requesting or joining in a registration severally and not
         jointly shall indemnify and hold harmless the Company, each of its
         directors and officers, each person, if any, who controls the Company
         within the meaning of the Securities Act, and each agent and any
         underwriter for the Company (within the meaning of the Securities Act)
         against any losses, claims, damages or liabilities, joint or several,
         to which the Company or any such director, officer, controlling person,
         agent or underwriter may become subject, under the Securities Act or
         otherwise, insofar as such losses, claims, damages or liabilities (or
         proceedings in respect thereof) arise out of or are based upon any
         untrue statement or alleged untrue statement of any material fact
         contained in such registration statement on the effective date thereof
         (including any prospectus filed under Rule 424 under the Securities Act
         or any amendments or supplements thereto) or arise out of or are based
         upon the omission or alleged omission to state therein a material fact
         required to be stated therein or necessary to make the statements
         therein not misleading, in each case to the extent, but only to the
         extent, that such untrue statement or alleged untrue statement or
         omission or alleged omission was made in such registration statement,
         preliminary or final prospectus, or amendments or supplements thereto,
         in reliance upon and in conformity with written information furnished
         by or on behalf of such Holder expressly for use in connection with
         such registration; and each such Holder shall reimburse any legal and
         other expenses reasonably incurred by the Company or any such director,
         officer, controlling person, agent or underwriter (but not in excess of
         expenses incurred in respect of one counsel for all of them unless
         there is an actual conflict of interest between any indemnified
         parties, which indemnified parties may be represented by separate
         counsel) in connection with investigating or defending any such loss,
         claim, damage, liability or action; provided, however, that the
         liability of each Holder hereunder shall be limited to the proportion
         of any such loss, claim, damage, liability or expense which is equal to
         the proportion that the net proceeds from the sale of the shares sold
         by such Holder under such registration statement bears to the total net
         proceeds from the sale of all securities sold thereunder, but not in
         any event to exceed the net proceeds received by such Holder from the
         sale of Registrable Securities covered by such registration statement.

(c)      If the indemnification provided for in this Section 8 from the
         indemnifying party is unavailable to an indemnified party hereunder in
         respect of any losses, claims, damages, liabilities or expenses
         referred to therein, then the indemnifying party, in lieu of
         indemnifying such indemnified party, shall contribute to the amount
         paid or payable by such indemnified party as a result of such losses,
         claims, damages, liabilities or expenses in such proportion as is
         appropriate to reflect the relative fault of the indemnifying party and
         indemnified parties in connection with the actions which resulted in
         such losses, claims, damages, liabilities or expenses, as well as any
         other relevant equitable considerations. The relative fault of such
         indemnifying party and indemnified parties shall be determined by
         reference to, among other things, whether any action in question,
         including any untrue or alleged untrue statement of a material fact or
         omission or alleged omission to state a material fact, has been made
         by, or relates to information supplied by, such indemnifying party or
         indemnified parties, and the parties' relative intent, knowledge,
         access to information and opportunity to correct or prevent such
         action. The amount paid or payable by a party as a result of the
         losses, claims, damages, liabilities and expenses referred to above
         shall be deemed to include any legal and other fees or expenses
         reasonably incurred by such party in connection with any investigation
         or proceeding. If the allocation provided in this paragraph (c) is not
         permitted by applicable Law, the parties shall contribute based upon
         the relevant benefits received by the Company from the initial offering
         of the securities on the one hand and the net proceeds received by the
         Holders from the sale of securities on the other.

                  The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 8(c) were determined by pro
rata allocation or by any other method of allocation which does not take account
of the equitable considerations referred to in the immediately preceding
paragraph. No Person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation.

(d)      Any Person entitled to indemnification hereunder (the "Indemnified
         Party") agrees to give prompt written notice to the indemnifying party
         (the "Indemnifying Party") after the receipt by the Indemnified Party
         of any written notice of the commencement of any action, suit,
         proceeding or investigation or threat thereof made in writing for which
         the Indemnified Party intends to claim indemnification or contribution
         pursuant to this Agreement; provided, that the failure so to notify the
         Indemnified Party shall not relieve the Indemnifying Party of any
         liability that it may have to the Indemnifying Party hereunder unless
         such failure is materially prejudicial to the Indemnifying Party. If
         notice of commencement of any such action is given to the Indemnifying
         Party as above provided, the Indemnifying Party shall be entitled to
         participate in and, to the extent it may wish, to assume the defense of
         such action at its own expense, with counsel chosen by it and
         reasonably satisfactory to such Indemnified Party. The Indemnified
         Party shall have the right to employ separate counsel in any such
         action and participate in the defense thereof, but the fees and
         expenses of such counsel shall be paid by the Indemnified Party unless
         (i) the Indemnifying Party agrees to pay the same, (ii) the
         Indemnifying Party fails to assume the defense of such action, or (iii)
         the named parties to any such action (including any impleaded parties)
         have been advised by such counsel that either (A) representation of
         such Indemnified Party and the Indemnifying Party by the same counsel
         would be inappropriate under applicable standards of professional
         conduct or (B) there are one or more legal defenses available to it
         which are substantially different from or additional to those available
         to the Indemnifying Party. No Indemnifying Party shall be liable for
         any settlement entered into without its written consent, which consent
         shall not be unreasonably withheld.

(e)      The agreements contained in this Section 8 shall survive the transfer
         of the Registrable Securities by any Holder and sale of all the
         Registrable Securities pursuant to any registration statement and shall
         remain in full force and effect, regardless of any investigation made
         by or on behalf of any Holder or such director, officer or
         participating or controlling Person.

9.       Certain Additional Limitations on Registration Rights. (a)
         Notwithstanding the other provisions of this Agreement, the Company
         shall not be obligated to register pursuant to Section 2 the
         Registrable Securities of any Holder during the term of the Transaction
         Agreement.

(b)      Notwithstanding the other provisions of this Agreement, the Company
         shall not be obligated to register the Registrable Securities of any
         Holder (i) if such Holder or any underwriter of such Registrable
         Securities shall fail to furnish to the Company necessary information
         in respect of the distribution of such Registrable Securities or (ii)
         if such registration involves an underwritten offering, such
         Registrable Securities are not included in such underwritten offering
         on the same terms and conditions as shall be applicable to the other
         Securities being sold through underwriters in the registration or such
         Holder fails to enter into an underwriting agreement in customary form
         with the underwriter or underwriters selected for such underwritten
         offering.

(c)      Lock-up Agreements

(i)      Each Holder agrees not to effect any public sale or distribution
         (including sales pursuant to Rule 144) of Securities during the seven
         days prior to and the 180-day period beginning on the effective date of
         any underwritten Demand Registration or underwritten Piggy-Back
         Registration in which Registrable Securities are included (except as
         part of such underwritten registration) unless the underwriters
         managing the public offering otherwise agree.

(ii)     The Company agrees not to effect any public sale or distribution of
         Securities, or any securities exercisable for such Securities, during
         the seven days prior to and during the 90-day period beginning on the
         effective date of any underwritten Demand Registration or underwritten
         Piggy-Back Registration (except as part of such underwritten
         registration) unless the underwriters managing the public offering
         otherwise agree; provided that the foregoing limitations shall not
         apply to (i) any purchases, issuances or grants of options, rights or
         warrants under the Company's employee or director compensation and
         benefit plans or used for similar employee compensation or benefit
         purposes, (ii) the issuance of Common Stock upon the exercise of any
         option or warrant or upon conversion of any security convertible into
         or exchangeable for Common Stock or (iii) except as prohibited by
         Article VIII of the Transaction Agreement, the issuance, offer, sale or
         disposition of any Common Stock to a person in consideration for any
         acquisition by the Company of assets or property (other than cash) of
         such person or any affiliate thereof. The Company also agrees to use
         its reasonable best efforts to cause each holder of at least 5% (on a
         fully diluted basis) of its Common Stock, or any securities convertible
         into or exchangeable or exercisable for Common Stock purchased from the
         Company at any time after the date of this Agreement (other than in a
         registered public offering) to agree not to effect any public sale or
         distribution of any such securities during such period (except as part
         of such underwritten registration, if otherwise permitted), unless the
         underwriters managing the registered public offering otherwise agree.

10.      Limitations on Registration of Other Securities; Representation. From
         and after the date of this Agreement, the Company shall not, without
         the prior written consent of a majority-in-interest of the Holders,
         enter into any agreement with any holder or prospective holder of any
         securities of the Company giving such holder or prospective holder any
         registration rights the terms of which are as or more favorable taken
         as a whole than the registration rights granted to the Holders
         hereunder unless the Company shall also give such rights to the Holders
         hereunder.

11.      No Inconsistent Agreements. The Company will not hereafter enter into
         any agreement with respect to its securities, which is inconsistent in
         any material respects with the rights granted to the Holders in this
         Agreement.

12.      Selection of Managing Underwriters. In the event the Participating
         Demand Holders have requested an underwritten offering, the underwriter
         or underwriters shall be selected by the Company and shall be approved
         by the Holders of a majority of the shares being so registered, which
         approval shall not be unreasonably withheld or delayed, provided, (i)
         that all of the representations and warranties by, and the other
         agreements on the part of, the Company to and for the benefit of such
         underwriters shall also be made to and for the benefit of such Holders
         of Registrable Securities, (ii) that any or all of the conditions
         precedent to the obligations of such underwriters under such
         underwriting agreement shall be conditions precedent to the obligations
         of such Holders of Registrable Securities and (iii) that no Holder
         shall be required to make any representations or warranties to or
         agreements with the Company or the underwriters other than
         representations, warranties or agreements regarding such Holder, the
         Registrable Securities of such Holder and such Holder's intended method
         of distribution and any other representations required by Law. Subject
         to the foregoing, all Holders proposing to distribute Registrable
         Securities through such underwritten offering shall enter into an
         underwriting agreement in customary form with the underwriter or
         underwriters. Subject to the provisions of Section 7(b), if any Holder
         of Registrable Securities disapproves of the terms of the underwriting,
         such Holder may elect to withdraw all its Registrable Securities by
         written notice to the Company, the managing underwriter and the other
         Holders participating in such registration. The securities so withdrawn
         shall also be withdrawn from registration.

13.      Repurchase Rights. If any Holder elects to exercise its right to
         register any Registrable Securities pursuant to Section 2, the Company,
         in lieu of satisfying its obligations pursuant to Section 2, may
         purchase (or cause a designee to purchase) any such Registrable
         Securities from such Holder within ninety (90) days of receipt of
         written notice of the Demand for Registration at a price per
         Registrable Security equal to the average of the per share closing
         prices of Common Stock on the OTC Bulletin Board during the 20
         consecutive trading days ending on (and including) the trading day that
         is one trading day prior to the date of such notice; provided, however,
         if the Company (or its designee) fails to acquire such Registrable
         Securities for any reason during such ninety (90) day period, then the
         Company shall use its reasonable best efforts to cause a Demand
         Registration Statement relating to such Registrable Securities to be
         declared effective within ten (10) days of the expiry of such ninety
         (90) day period and shall otherwise comply with Section 2.

14.      Miscellaneous.

(a)      Specific Performance. The parties hereto agree that irreparable damage
         would occur in the event any provision of this Agreement were not
         performed in accordance with the terms hereof and that the parties
         shall be entitled to specific performance of the terms hereof, in
         addition to any other remedy at law or equity.

(b)      Amendments and Waivers. (i) Any provision of this Agreement may be
         amended or waived if, and only if, such amendment or waiver is in
         writing and signed, in the case of an amendment, by the Company and a
         majority-in-interest of the Holders or, in the case of a waiver, by the
         party or parties against whom the waiver is to be effective; provided,
         however, that waiver by the Holders shall require the consent of a
         majority-in-interest of the Holders.

(ii)     Any party hereto may (a) extend the time for the performance of any
         obligation or other act of any other party hereto, (b) waive any
         inaccuracy in any document delivered pursuant hereto and (c) waive
         compliance with any agreement of any other party or any condition to
         its own obligations contained herein. Any such extension or waiver
         shall be valid if set forth in an instrument in writing signed by the
         party or parties to be bound thereby.

(c)      Notice Generally. All notices, requests, claims, demands and other
         communications hereunder shall be in writing and shall be given (and
         shall be deemed to have been duly given upon receipt) by delivery in
         person, by telecopy or by registered or certified mail (postage
         prepaid, return receipt requested) to the respective parties at the
         following addresses (or at such other address for a party as shall be
         specified in a notice given in accordance with this Section 14(c)):

(i)      If to any Holder, at its last known address appearing on the books of
         the Company maintained for such purpose, but

                  if to Parent or Purchaser:

                           Boston Scientific Corporation
                           One Boston Scientific Place
                           Natick, Massachusetts  01760-1537
                           Facsimile No:  (508) 650-8951
                           Attention:  Chief Financial Officer

                  with a copy to:

                           Boston Scientific Corporation
                           One Boston Scientific Place
                           Natick, Massachusetts  01760-1537
                           Facsimile No:  (508) 650-8960
                           Attention:  Assistant General Counsel

                           Shearman & Sterling LLP
                           599 Lexington Avenue
                           New York, New York  10022
                           Facsimile No:  (212) 848-8966
                           Attention:   Clare O'Brien

                           If to the Company, at

                           Rubicon Medical Corporation
                           2064 West Alexander Street
                           Salt Lake City, Utah  84119
                           Facsimile No:  (714) 513-5130
                           Attention:  President and CEO

                  with a copy to:

                           Sheppard Mullin Richter & Hampton LLP
                           650 Town Center Drive, 4th Floor
                           Costa Mesa, California  92626
                           Facsimile No:  (714) 513-5130
                           Attention:  R. Marshall Tanner, Esq.

(d) Successors and Assigns; Third Party Beneficiaries. This Agreement shall
inure to the benefit of and be binding upon the successors and permitted assigns
of the parties hereto as hereinafter provided. The registration rights of any
Holder with respect to any Registrable Securities shall be transferred to any
Person who is the transferee of such Registrable Securities; provided that the
registration rights of Parent and Purchaser shall not be transferred to any
Person during the term of the Transaction Agreement. All of the obligations of
the Company hereunder shall survive any such transfer. Except as provided in
Section 8, no Person other than the parties hereto and their successors and
permitted assigns is intended to be a beneficiary of this Agreement.

(e) Headings. The descriptive headings contained in this Agreement are included
for convenience of reference only and shall not affect in any way the meaning or
interpretation of this Agreement.

(f) Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware. All actions and proceedings
arising out of or relating to this Agreement shall be heard and determined
exclusively in any Delaware state or federal court sitting in Wilmington,
Delaware. The parties hereto hereby (a) submit to the exclusive jurisdiction of
any state or federal court sitting in Wilmington, Delaware for the purpose of
any Action arising out of or relating to this Agreement brought by any party
hereto, and (b) irrevocably waive, and agree not to assert by way of motion,
defense, or otherwise, in any such Action, any claim that it is not subject
personally to the jurisdiction of the above-named courts, that its property is
exempt or immune from attachment or execution, that the Action is brought in an
inconvenient forum, that the venue of the Action is improper, or that this
Agreement or the Transactions may not be enforced in or by any of the
above-named courts.

(g) Waiver of Jury Trial. Each of the parties hereto hereby waives to the
fullest extent permitted by applicable Law any right it may have to a trial by
jury with respect to any litigation directly or indirectly arising out of, under
or in connection with this Agreement. Each of the parties hereto (a) certifies
that no representative, agent or attorney of any other party has represented,
expressly or otherwise, that such other party would not, in the event of
litigation, seek to enforce that foregoing waiver and (b) acknowledges that it
and the other hereto have been induced to enter into this Agreement, as
applicable, by, among other things, the mutual waivers and certifications in
this Section 14(g).

(h) Severability. If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced by any rule of law, or public policy, all
other conditions and provisions of this Agreement shall nevertheless remain in
full force and effect so long as the economic or legal substance of this
Agreement is not affected in any manner materially adverse to any party. Upon
such determination that any term or other provision is invalid, illegal or
incapable of being enforced, the parties hereto shall negotiate in good faith to
modify this Agreement so as to effect the original intent of the parties as
closely as possible in a mutually acceptable manner in order that this Agreement
be effected as originally contemplated to the fullest extent possible.

(i) Specific Performance. The parties hereto agree that irreparable damage would
occur in the event any provision of this Agreement were not performed in
accordance with the terms hereof and that the parties shall be entitled to
specific performance of the terms hereof, in addition to any other remedy at law
or equity.

(j) Entire Agreement. This Agreement constitutes the entire agreement among the
parties with respect to the subject matter hereof and supersede all prior
agreements and undertakings, both written and oral, among the parties, or any of
them, with respect to the subject matter hereof, including the Term Sheet and
the Option Agreements.

(k) Counterparts. This Agreement may be executed and delivered (including by
facsimile transmission) in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which when executed shall be
deemed to be an original but all of which taken together shall constitute one
and the same agreement.

                [Remainder of this page left blank intentionally]


<PAGE>

         IN WITNESS WHEREOF, Parent, Purchaser and the Company have caused this
Agreement to be executed as of the date first written above by their respective
officers thereunto duly authorized.

                                         BOSTON SCIENTIFIC CORPORATION


                                         By     /s/ Lawrence C. Best
                                               --------------------------
                                         Name: Lawrence C. Best
                                         Title: Senior Vice President -
                                                Finance &  Administration
                                                and Chief Financial Officer




                                         NEMO I ACQUISITION, INC.


                                         By     /s/ Lawrence C. Best
                                               --------------------------
                                         Name: Lawrence C. Best
                                         Title: President




                                         RUBICON MEDICAL CORPORATION


                                         By     /s/ Richard J. Linder
                                               ---------------------------
                                         Name: Richard J. Linder
                                         Title:   President/CEO