DRAFT
03/27/98
2:32 PM
248983.1
                            ZEVEX INTERNATIONAL, INC.

                          REGISTRATION RIGHTS AGREEMENT

     This Registration Rights Agreement (this "Agreement") is entered into as of
this 1st day of  February,  1998,  by and among  ZEVEX  International,  Inc.,  a
Delaware corporation (the "Company"), Kirk Blosch, an individual residing in the
State  of Utah  and Jeff W.  Holmes,  an  individual  residing  in the  State of
Nevada.  Messrs.  Blosch and Holmes are purchasers of warrants to acquire three
hundred  fifty  thousand   (350,000)   shares  of  the  Company's  Common  Stock
(hereinafter  referred to "Purchaser" or "Purchasers").  This Agreement shall be
effective as to any Purchaser on the date that it is executed by such Purchaser.

     Definitions.  As used in this Agreement, the following terms shall have the
following meanings:

     "Exchange Act" shall mean the Securities  Exchange Act of 1934, as amended,
or any  similar  federal  statute,  and the  rules  and  regulations  of the SEC
thereunder.

     "Holder" or "Holders"  shall mean any Purchaser or any assignee  under this
Agreement who holds any Registrable Securities (as defined below).

     The  terms  "register,"   "registered"  and   "registration"   refer  to  a
registration  effected  by  preparing  and filing a  registration  statement  in
compliance with the Securities Act (as defined below), including the declaration
or ordering of the effectiveness of such registration statement.

     "Registrable  Securities"  means the  Shares  (as  defined  below)  held by
Purchasers which have not been registered pursuant to this Agreement.

     "Registration  Expenses" shall mean all expenses incurred by the Company in
connection with a registration  hereunder,  including,  without limitation,  all
registration and filing fees, printing expenses, blue sky fees and expenses, the
expense of any special audits incident to or required by any such  registration,
the fees and disbursements of counsel for the Company.

     "SEC" shall mean the U.S. Securities and Exchange Commission.

     "Securities Act" shall mean the Securities Act of 1933, as amended,  or any
similar federal statute and the rules and regulations of the SEC thereunder.

     "Selling  Expenses"  shall  mean all  underwriting  discounts  and  selling
commissions  applicable to the sale of the Shares and all fees and disbursements
of counsel for any Holder in connection with the sale of the Shares.

     "Shares"  means shares of the  Company's  Common Stock that are acquired or
acquirable   from  the  conversion  of  warrants   purchased  from  the  Company
("Conversion  Shares"),  including additional shares of Common Stock issued as a
result of any stock split,  stock dividend,  recapitalization,  or similar event
applicable to such Conversion Shares.

                              Demand Registration.

     If the  Company  shall  receive,  at any  time  after  two  years  from the
effective date of this Agreement, a written request from the Holders of at least
50% of the  Registrable  Securities  then  outstanding  that the Company  file a
registration statement under the Securities Act covering the registration of all
of the  Registrable  Securities  held by such  Holders,  then the Company  shall
promptly  give  written  notice  of  such  request  to all  Holders.  As soon as
practicable  thereafter,   and  subject  to  the  limitations  and  restrictions
contained in this Section 2, the Company shall use its  reasonable  best efforts
to effect the  registration  of all  Registrable  Securities  which the  Holders
request to be registered,  together with all or such portion of the  Registrable
Securities of any Holder or Holders  joining in such request as are specified in
a written  request  given within  twenty (20) days after  receipt of such notice
from the Company.  Notwithstanding the above, the Company shall not be obligated
to take any action to effect such registration  within ninety (90) days prior to
the good faith  estimated date of filing of a registration  statement for public
offering of  securities of the Company for its own account or within ninety (90)
days following the effective date of such registration.

     If the requesting  Holders intend to distribute the Registrable  Securities
covered by their request by means of an  underwriting,  they shall so advise the
Company as a part of their  request  made  pursuant to  Subsection  2(a) and the
Company  shall include such  information  in the written  notice  referred to in
Subsection  2(a).  In such event,  the right of any Holder to include his or its
Registrable  Securities  in such  registration  shall be  conditioned  upon such
Holder's  participation in such  underwriting and the inclusion of such Holder's
Registrable Securities in the underwriting (unless otherwise mutually agreed) to
the extent provided herein.

     All  Holders   proposing  to  distribute  their  securities   through  such
underwriting  shall enter into an underwriting  agreement in customary form with
the  representative  of the underwriter or underwriters  selected by the Company
and reasonably acceptable to a majority in interest of such Holders according to
the number of Registerable Securities held by such Holders.  Notwithstanding any
other  provision of this Section 2, the Company shall not be required to include
in the  registration  the securities of any Holder unless the Holder accepts and
agrees to the terms proposed by the  underwriters  selected by the Company.

<PAGE>

     If, in the  opinion  of the  underwriters  and based on  marketing  factors
identified  by such  underwriters,  the proposed  timing of the  offering  would
jeopardize  the success of the offering,  then the Company shall have a one-time
right to defer the filing of the registration statement for a period of not more
than ninety (90) days after receipt of the request of the Holders. If any Holder
disapproves of the terms of the underwriting,  such Holder may elect to withdraw
therefrom  by  written  notice to the  Company,  the  underwriter  and the other
Holders.  The securities so withdrawn shall also be withdrawn from registration.
If the  underwriter  has not limited the number of Registrable  Securities to be
underwritten,  the  Company  and its  officers or  directors  may include  their
securities  for their own account in such  registration,  if the  underwriter so
agrees.

     In the case that no underwriter is involved in the proposed distribution by
the  Holders,  if  the  Company  shall  furnish  to  the  Holders  requesting  a
registration  statement  pursuant to this Section 2 a certificate  signed by the
President of the Company  stating that, in the good faith  judgment of the board
of directors of the Company,  it would be seriously  detrimental  to the Company
and its  shareholders  for such  registration  statement  to be filed  and it is
therefore  essential  to defer the filing of such  registration  statement,  the
Company  shall have the right to defer such filing for a period of not more than
ninety (90) days after receipt of the request of the Holders.

     The  Company  is  obligated  to  effect  only one (1)  demand  registration
pursuant to this Section 2.

                           "Piggy-Back" Registration.

     If the Company  shall  determine  at any time to register any of its Common
Stock or securities  which are convertible  into or exercisable for Common Stock
(other than a  registration  relating  solely to employee  benefit  plans,  or a
registration  relating solely to an SEC Rule 145 transaction,  or a registration
on any  registration  form  which does not  permit  secondary  sales or does not
include  substantially  the same information as would be required to be included
in a registration  statement covering the sale of Registrable  Securities),  the
Company will:  (i) promptly give to the Holders  written  notice  thereof (which
shall  include a list of the  jurisdictions  in which  the  Company  intends  to
attempt to qualify such securities  under the applicable blue sky or other state
securities  laws), and (ii) use its best efforts to cause to be included in such
registration  and in any  underwriting  involved  therein  all  the  Registrable
Securities specified in a written request or requests made by the Holders within
twenty  (20)  days  after  receipt  of such  written  notice  from the  Company;
provided,  however, that the number of Registrable  Securities so registered may
be limited by the underwriter's  cut-back provision set forth in Subsection 3(c)
below.

     If the  registration  of which the Company gives notice is for a registered
public  offering  involving  an  underwriting,  the Company  shall so advise the
Holders as part of the written notice given pursuant to Subsection 3(a). In such
event,  the right of each  Holder to  register  pursuant  to  Section 3 shall be
conditioned  upon  such  Holder's  participation  in such  underwriting  and the
inclusion of such Holder's  Registrable  Securities in the  underwriting  to the
extent provided herein.

     Any  Holders   proposing  to  distribute  their  securities   through  such
underwriting  shall  (together  with the  Company)  enter  into an  underwriting
agreement  in  customary  form with the  representative  of the  underwriter  or
underwriters selected for underwriting by the Company. Notwithstanding any other
provision of this Section 3, the Company shall not be required to include in the
registration  the  securities of any Holder unless the Holder accepts and agrees
to the terms proposed by the underwriters selected by the Company, and then only
in such  quantity as will not, in the opinion of the  underwriters  and based on
marketing factors identified by such underwriters, jeopardize the success of the
offering by the Company. If the total number of Registrable Securities which the
Holders  request to be  included  in any  offering  exceeds the number of Shares
which the underwriters  reasonably believe is compatible with the success of the
offering,  the Company shall only be required to include in the offering so many
of the Shares as the underwriters believe will not jeopardize the success of the
offering.  In such  instance,  the  Registrable  Securities of the Holders to be
included in the registration shall be allocated among all the Holders thereof in
proportion,  as nearly as practicable,  to the respective amounts of Registrable
Securities  held  by  such  Holders  at the  time  of  filing  the  registration
statement.  If any Holder  disapproves  of the terms of the  underwriting,  such
Holder may elect to withdraw  therefrom by written  notice to the  Company,  the
underwriters  and the other Holders.  The securities so withdrawn  shall also be
withdrawn from  registration.  The number of Shares proposed to be registered by
the Company  and the price  therefore  as  proposed  by the  Company  shall have
priority  in the  above  process  and  shall  not be  reduced  until  after  all
Registrable  Securities  of the Holders  have been  excluded  from the  proposed
registration.  Obligations of the Company. Whenever required under Sections 2 or
3 to  use  its  reasonable  best  efforts  to  effect  the  registration  of any
Registrable  Securities,  the Company shall do the following as expeditiously as
possible:

     Prepare and file with the SEC a registration statement with respect to such
Registrable  Securities  and use its  reasonable  best  efforts  to  cause  such
registration statement to become and remain effective;  provided, however, that,
except as set forth in Subsection  4(b) below,  the Company shall in no event be
obligated to cause such registration statement to remain effective for more than
one hundred twenty (120) days. If the registration is effected  pursuant to Rule
415  under the  Securities  Act,  which  rule  allows  for the  registration  of
securities  to be offered on a continuous  or delayed  basis,  the Company shall
promptly (i) take all actions that may be necessary or advisable to maintain the
effectiveness of such registration,  including but not limited to complying with
the  undertakings  of the  registrant in Item 512(a) of Regulation S-K under the
Securities Act, (ii) at Purchaser's  request,  file with the SEC a supplement or
supplements to the previously filed prospectus as required by Rule 424 under the
Securities  Act,  and (iii)  maintain  the  effectiveness  of such  registration
statement for at least one hundred twenty (120) days following the filing of any
such supplements.  Prepare and file with the SEC such amendments and supplements
to such registration  statements and the prospectus used in connection therewith
to comply with the requirements of the Securities Act.

     Furnish to the Holders such number of copies of a  prospectus  (including a
preliminary  prospectus),  in conformity with the requirements of the Securities
Act, and such other documents as such Holders may reasonably request in order to
facilitate the  disposition of the  Registrable  Securities to be sold under the
registration statement.

     Use its  reasonable  best  efforts to register  and qualify the  securities
covered by such registration statements under the securities laws of such states
of the United States as shall be reasonably  appropriate for the distribution of
the securities covered by such registration statement.

     Information by Holder. It shall be a condition precedent to the obligations
of the Company to take any action pursuant to this Agreement that the Holders of
Registrable  Securities  included in any  registration  shall cooperate with the
Company and any underwriters to effect such registration, including providing to
the  Company  any  consents  and  furnishing  to the  Company  such  information
regarding  such  Holders and the  distribution  proposed by such  Holders as the
Company may reasonably request in writing and as shall be required in connection
with  any  registration,  qualification,  or  compliance  referred  to  in  this
Agreement.  Expenses of  Registration.  All  Registration  Expenses  incurred in
connection  with any  registration,  qualification,  or  compliance  pursuant to
Sections 2 or 3 of this Agreement shall be borne by the Company, and all Selling
Expenses  shall be borne by the Holders of the securities so registered pro rata
on the basis of the number of their Shares so registered.

     No Delay of Registration. No Holder shall have any right to take any action
to restrain, enjoin, or otherwise delay any registration under this Agreement as
a result of any controversy that might arise with respect to the  interpretation
or implementation hereof; provided that this restriction shall in no way limit a
Holder's right to damages for breach of this Agreement by the Company.

     Indemnification.  In the event that the Registrable  Securities of a Holder
are included in a registration statement filed under this Agreement:

     To the extent  permitted  by law,  the  Company  will  indemnify  each such
Holder,  each  of  its  officers,   directors  and  partners,  and  each  person
controlling such Holder, with respect to which registration,  qualification,  or
compliance of Registrable  Securities of such Holder has been effected  pursuant
to this Agreement,  and each  underwriter,  if any, and each person who controls
any underwriter against all claims,  losses, damages and liabilities (or actions
in respect  thereof) arising out of or based on any untrue statement (or alleged
untrue  statement) of a material fact contained in any  registration  statement,
prospectus,   offering   circular  or  other  document   incident  to  any  such
registration, qualification, or compliance, or based on any omission (or alleged
omission)  to state  therein a material  fact  required to be stated  therein or
necessary to make the statements therein not misleading, or any violation by the
Company of the Securities Act or of any rule or regulation promulgated under the
Securities  Act  applicable  to the Company  and  relating to action or inaction
required of the Company in connection with any such registration, qualification,
or  compliance,  and will  reimburse  each such  Holder,  each of its  officers,
directors  and  partners,   each  person  controlling  such  Holder,  each  such
underwriter,  and each person who controls any such  underwriter,  for any legal
and other expenses  reasonably  incurred in connection  with  investigating  and
defending any such claim, loss, damage,  liability, or action; provided that the
Company  will not be liable in any such case for amounts paid in  settlement  of
any such  claim,  loss,  damage,  liability,  or  action if such  settlement  is
effected without the reasonable  consent of the Company (which consent shall not
be  unreasonably  withheld),  nor shall the Company be liable to the extent that
any such claim, loss, damage, liability, or expense arises out of or is based on
any untrue statement or omission in written information furnished to the Company
by such  Holder  with the  knowledge  that it would be used in the  registration
statement.

     To the extent permitted by law, each Holder will, if Registrable Securities
held by such Holder are  included in the  securities  as to which  registration,
qualification  or compliance is being effected,  indemnify the Company,  each of
its directors and officers, each legal counsel and independent accountant of the
Company, each underwriter, if any, of the Company's securities covered by such a
registration statement, each person who controls the Company or such underwriter
within the meaning of the  Securities  Act, and each other Holder,  each of such
other Holder's officers,  directors,  and partners,  and each person controlling
such other Holder,  against all claims,  losses,  damages,  and  liabilities (or
actions in respect  thereof) arising out of or based on any untrue statement (or
alleged untrue  statement) of a material fact contained in any such registration
statement, prospectus, offering circular, or other document, or any 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 will reimburse
the Company, such other Holders, such directors,  officers,  partners,  persons,
underwriters,  or control persons for any legal or any other expenses reasonably
incurred in connection  with  investigating  or defending any such claim,  loss,
damage,  liability,  or  action,  in each  case to the  extent,  but only to the
extent, that such untrue statement (or alleged untrue statement) or omission (or
alleged omission) is made in such registration statement,  prospectus,  offering
circular,  or other  document in reliance  upon and in  conformity  with written
information  furnished to the Company by such Holder with the knowledge  that it
would be used  therein,  provided that the Holder will not be liable in any case
for amounts paid in settlement of any such claim,  loss, damage,  liability,  or
action if such  settlement  is effected  without the  reasonable  consent of the
Holder (which consent shall not be unreasonably withheld).

     Each party entitled to indemnification under this Section (the "Indemnified
Party") shall give notice to the party required to provide  indemnification (the
"Indemnifying Party") promptly after such Indemnified Party has actual knowledge
of any  claim  as to  which  indemnity  may be  sought,  and  shall  permit  the
Indemnifying  Party to assume the  defense  of any such claim or any  litigation
resulting therefrom, provided that counsel for the Indemnifying Party, who shall
conduct the defense of such claim or any litigation resulting  therefrom,  shall
be approved by the Indemnified  Party (whose approval shall not  unreasonably be
withheld),  and the  Indemnified  Party may  participate in such defense at such
party's expense,  and provided further that the failure of any Indemnified Party
to give notice as provided herein,  if substantially  prejudicial to the ability
of the  Indemnifying  Party to  defend  against  such  claim  or any  litigation
resulting  therefrom,  shall relieve such Indemnifying  Party of any obligations
under this Agreement to the extent such Indemnifying  Party is damaged solely as
a result of such failure to give notice, but such failure shall not relieve such
Indemnifying  Party  of  any  of  its  obligations  otherwise  than  under  this
Agreement.  No  Indemnifying  Party,  in  the  defense  of  any  such  claim  or
litigation, shall, except with the consent of each Indemnified Party, consent to
entry of any judgment or enter into any settlement  which does not include as an
unconditional  term  thereof  the giving by the  claimant or  plaintiff  to such
Indemnified  Party of a release  from all  liability in respect to such claim or
litigation.

     Rule 144 Reporting. With a view to making available the benefits of certain
rules and  regulations  of the SEC which may permit the sale of any  outstanding
Shares  to the  public  without  registration,  the  Company  agrees  after  any
registration  to use its best  efforts  to:  make and  keep  public  information
available,  as those  terms are  understood  and  defined  in Rule 144 under the
Securities  Act, at all times;  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, as long as it is subject to such  reporting  requirements;  and so
long as a Holder holds any Shares,  furnish to the Holder forthwith upon request
a written  statement  by the  Company as to its  compliance  with the  reporting
requirements  of 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 a Holder may reasonably request
in availing  itself of any rule or  regulation  of the SEC  allowing a Holder to
sell any such securities without registration.

     Registrations  on Form S-3. If and when the Company becomes eligible to use
SEC Form S-3 for  registration of its  securities,  then a Holder or Holders may
request  that the Company  register on Form S-3  Registrable  Securities  if the
aggregate price of all Registrable Securities proposed for sale is not less than
$500,000,  and,  upon receipt of such a request,  the Company shall use its best
efforts to cause such  shares to be  registered  on Form S-3.  All  Registration
Expenses incurred in connection with such a Form S-3 registration shall be borne
by the Company. All Selling Expenses shall be borne pro rata by the Holders.

     Transfer  of  Registration  Rights.  The  rights  to cause the  Company  to
register a Holder's  Shares under this  Agreement may be assigned by such Holder
(or its  assignee)  to (i) any  affiliate  of the  Holder  to which  Registrable
Securities  have been  transferred or (ii) to a transferee  that acquires from a
Holder  (or its  assignee)  at least  twenty-five  percent  (25%) or more of the
Registrable  Securities (or related promissory Notes) originally acquired by the
transferring Holder,  provided that the Company is given notice by the Holder at
the time of such  transfer  stating the name and address of the  transferee  and
identifying  the  securities  with  respect  to which  these  rights  are  being
assigned.

     "Market Stand-Off" Agreement. Holder agrees, if requested by the Company or
an underwriter of Common Stock (or other securities) of the Company, not to sell
or otherwise  transfer or dispose of any Common Stock (or other  securities)  of
the Company held by the Holder (other than those  included in the  registration)
during  the  180-day  period  following  the  effective  date of a  registration
statement of the Company filed under the Securities Act.

     Termination  of  Registration  Rights.  The  obligations  of the Company to
register the Registerable Securities pursuant to Section 3 shall terminate as to
any holder upon the date when all  Registerable  Securities  held by such Holder
may be sold by the Holder during a 12-month period pursuant to SEC Rule 144. All
other obligations of the Company to register Registerable Securities pursuant to
this Agreement  shall terminate as to any holder on the earlier of: (i) the date
when all  Registerable  Securities held by such Holder may be sold by the Holder
during a 12-month period pursuant to SEC Rule 144, or (ii) two (2)years from the
effective date of this Agreement.

     Modifications  and Waivers.  This Agreement may not be amended or modified,
nor may the  rights  of any  party  hereunder  be  waived,  except  by a written
document  that  is  executed  by  the  Purchasers  holding  a  majority  of  the
Registrable  Securities.  No waiver of any provision of this Agreement  shall be
deemed or shall constitute a waiver of any other provision hereof, nor shall any
waiver constitute a continuing waiver.

     Successors.  This  Agreement  is and shall be binding upon and inure to the
benefit of the  parties  hereto and their  respective  successors  and  assigns;
provided,  however,  neither the Company nor the  Purchasers  shall  assign this
Agreement to any third party, except in the case of the Purchasers in accordance
with Section 11 above.

     Rights and Obligations of Third Parties. Nothing in this Agreement, whether
express or implied,  is  intended  to confer any rights or remedies  under or by
reason of this  Agreement on any persons  other than the parties to it and their
respective  successors and permitted assigns,  nor is anything in this Agreement
intended  to relieve or  discharge  the  obligation  or  liability  of any third
parties to any party to this  Agreement,  nor shall any provision give any third
party any right of subrogation or action against any party to this Agreement.

     Notices.  Any notice,  request,  consent, or other communication  hereunder
shall be in writing and shall be sent by one of the following  means: (i) mailed
by  registered  or  certified  first class air mail,  postage  prepaid;  (ii) by
facsimile  transmission;  (iii)  by  reputable  overnight  courier;  or  (iv) by
personal delivery, and shall be properly addressed to the Company at the address
set forth  above,  to the  Purchasers  at the address set forth on the  attached
signature  page,  or to such  other  address  or  addresses  as the  Company  or
Purchasers  shall hereafter  designate to the other parties in writing.  Notices
shall be effective when sent.

     Entire  Agreement.  This Agreement and the exhibits  hereto  constitute the
entire  agreement  between the parties  hereto in relation to the subject matter
hereof.   Any  prior   written   or  oral   negotiations,   correspondence,   or
understandings relating to the subject matter hereof shall be superseded by this
Agreement and shall have no force or effect.

     Severability.  If any provision which is not essential to the  effectuation
of the basic  purpose of this  Agreement is  determined  by a court of competent
jurisdiction  to be invalid  and  contrary to any  existing or future law,  such
invalidity  shall not impair the operation of the  remaining  provisions of this
Agreement.

     Headings.  The  headings  of the  Sections  of  this  Agreement  and in the
exhibits to this  Agreement are inserted for  convenience  of reference only and
shall not affect the construction or interpretation of any provisions hereof.

     Exhibits. The exhibits attached hereto and referred to herein are a part of
this Agreement for all purposes.

     Counterparts. This Agreement may be executed in any number of counterparts,
each of which when executed and delivered shall be an original, but all of which
together shall constitute one and the same instrument.

     Governing  Law. This  Agreement  shall be construed in accordance  with and
governed  by the  laws of the  State  of Utah  (applicable  to  contracts  to be
performed wholly within the State).

     Jurisdiction,  Service of Process,  and Venue.  Each of the parties  hereby
consents  to the  jurisdiction  of the  State of Utah in the  United  States  of
America  for the  adjudication  of any  dispute  that  may  arise  between  them
hereunder.  Each party agrees that the  requirements of service of legal process
in such  jurisdiction  shall be  satisfied  if  served  pursuant  to the  notice
requirement set forth in Section 17 herein.

     IN  WITNESS  WHEREOF,  the  Company  and each  Purchaser  has  caused  this
Agreement to be executed by his or its duly authorized representative.

ZEVEX INTERNATIONAL, INC.                                     PURCHASERS
a Delaware corporation


By:/s/ Phillip L. McStotts                                    /s/ Kirk Blosch
                                                              Kirk Blosch

Name:  Phillip L. McStotts
          (please print)
                                                              /s/ Jeff Holmes
                                                              Jeff W. Holmes
Its: