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                                                                     EXHIBIT 4.1



                            SHARE PURCHASE AGREEMENT


     This SHARE PURCHASE AGREEMENT (this "Agreement"), is made and entered into
as of April 11, 2001, by and between Eclipse Surgical Technologies, Inc., a
California corporation (the "Company"), and the purchaser listed on Schedule A
attached hereto (the "Purchaser").

1.   AUTHORIZATION OF SALE OF THE SHARES

     Subject to the terms and conditions of this Agreement, the Company has
authorized the sale of 2,000,000 shares of common stock, no par value per share
(the "Common Stock"), of the Company.

2.   AGREEMENT TO SELL AND PURCHASE THE SHARES

2.1  PURCHASE AND SALE

     Subject to the terms and conditions of this Agreement, the Company agrees
to sell and issue to the Purchaser an aggregate of 2,000,000 shares of its
Common Stock (the "Shares"), and the Purchaser agrees to purchase the Shares at
the Closing (as defined below).

2.2  PURCHASE PRICE

     The purchase price of each Share (the "Per Share Price") shall be $1.00.
The Company will not, for ninety (90) days after the Closing Date (as defined
below) without adjusting the Per Share Price hereunder accordingly, sell (i)
shares of is common stock at a price per share of less than the Per Share Price,
or (ii) options, warrants or any other securities that can be converted into, or
otherwise exchanged for, shares of common stock at a conversion or exercise
price per share less than the Per Share Price. In the event the Company shall,
during the period beginning on the date of this Agreement and ending ninety (90)
days after the Closing Date, sell any shares of the Company's common stock at,
or any instruments that can be converted into or otherwise exchanged for the
Company's common stock (the "Subsequent Sale") exercisable at, a price per share
(the "Subsequent Purchase Price") of less than the Per Share Price per share,
the purchase price per Share hereunder shall be adjusted to an amount equal to
the Subsequent Purchase Price, such that the Company shall, within ten (10)
business days of the Subsequent Sale, pay to the Purchaser an amount equal to
the number of Shares times the difference between the Per Share Price and the
Subsequent Purchase Price.

3.   DELIVERY OF THE SHARES AT THE CLOSING

     (a)  The completion of the purchase and sale of the Shares (the "Closing")
          shall occur at the offices of Gibson, Dunn & Crutcher, counsel to the
          Company, at 2029 Century


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          Park East, 40th Floor, Los Angeles, California at 9:00 a.m. local time
          on April 12, 2001 or such other time and date as may be agreed by the
          parties (the "Closing Date").

     (b)  At the Closing, the Company shall authorize its transfer agent (the
          "Transfer Agent") to issue to each Purchaser one or more stock
          certificates registered in the name of the Purchaser, or in such
          nominee name(s) as designated by the Purchaser in writing,
          representing the number of Shares set forth in Section 2 above and
          bearing an appropriate legend referring to the fact that the Shares
          were sold in reliance upon the exemption from registration provided by
          Section 4(2) of the Securities Act of 1933, as amended (the
          "Securities Act"), and Rule 506 under the Securities Act. The Company
          will deliver one certificate representing 1,600,000 Shares and one
          certificate representing 400,000 Shares (the "Certificates") against
          delivery of payment for the Shares by the Purchaser. Prior to the
          Purchaser's delivery of payment for the Shares, the Company will
          deliver via facsimile a copy of the Certificates to be delivered upon
          Closing to the office of the Purchaser (at the fax number indicated on
          the signature pages attached hereto).

     (c)  The Company's obligation to complete the purchase and sale of the
          Shares shall be subject to the following conditions, any one or more
          of which may be waived by the Company:

          (i)   receipt by the Company from stockholders holding rights to
                require the Company to register the sale of any securities owned
                by such holder in the Registration Statement (as defined below)
                of waivers of such rights (including the waiver of any notice
                requirements related to such rights);

          (ii)  receipt by the Company of same-day funds in the full amount of
                the purchase price for the Shares being purchased under this
                Agreement; and

          (iii) the accuracy in all material respects of the representations and
                warranties made by the Purchaser and the fulfillment in all
                material respects of those undertakings of the Purchaser to be
                fulfilled before the Closing.

     (d)  The Purchaser's obligations to accept delivery of the Certificates and
          to pay for the Shares evidenced by the Certificates shall be subject
          to the following conditions, any one or more of which may be waived by
          the Purchaser with respect to such Purchaser's obligation:

          (i)  the representations and warranties made by the Company in this
               Agreement shall be accurate in all material respects and the
               undertakings of the Company shall have been fulfilled in all
               material respects on or before the Closing;

          (ii) the Company shall have delivered to the Purchaser a certificate
               executed by the chairman of the board or president and the chief
               financial or accounting officer of the Company, dated the Closing
               Date, in form and substance reasonably satisfactory to the
               Purchaser, to the effect that the representations and warranties
               of the Company set forth in Section 4 hereof are true and correct
               in all material


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                respects as of the date of this Agreement and as of the Closing
                Date, and that the Company has complied with all the agreements
                and satisfied all the conditions in this Agreement on its part
                to be performed or satisfied on or before the Closing Date; and

          (iii) the Company shall have delivered to Purchaser a legal opinion in
                substantially the form attached hereto as Exhibit A.

          (iv)  the Company shall have obtained gross proceeds of at least
                $2,000,000 from the sale of the Shares at the Closing.

4.   REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY

     Except as set forth on the Schedule of Exceptions attached hereto as
Exhibit B, the Company hereby represents and warrants to the Purchaser as
follows (which representations and warranties shall be deemed to apply, where
appropriate, to each subsidiary of the Company):

4.1  ORGANIZATION AND QUALIFICATION

     The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of California. The
Company has the corporate power and authority to own, lease and operate its
properties and to conduct its business as currently conducted and to enter into
and perform its obligations under this Agreement. The Company is duly qualified
as a foreign corporation to transact business and is in good standing in each
jurisdiction in which such qualification is required, whether by reason of the
ownership or leasing of property or the conduct of business, except where the
failure to so qualify would not, singly or in the aggregate, have a material
adverse effect on the condition, financial or otherwise, or the earnings,
assets, business affairs or business prospects of the Company.

4.2  CAPITALIZATION

     (a)  The authorized capital stock of the Company consists of 50,000,000
          shares of Common Stock and 5,000,000 shares of Preferred Stock.

     (b)  As of March 30, 2001, the issued and outstanding capital stock of the
          Company consisted of 31,696,061 shares of Common Stock. The shares of
          issued and outstanding Common Stock of the Company have been duly
          authorized and validly issued, are fully paid and nonassessable and
          have not been issued in violation of or are not otherwise subject to
          any preemptive or other similar rights.

     (c)  As of March 30, 2001, the Company had an aggregate of 5,915,586 shares
          of Common Stock authorized for issuance under its stock option plan,
          of which 4,133,539 options were granted and outstanding.

     (d)  The Company has no stock purchase warrants outstanding.

     With the exception of the foregoing, there are no outstanding
subscriptions, options, warrants, convertible or exchangeable securities or
other rights granted to or by the Company to


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purchase shares of Common Stock or other securities of the Company and there are
no commitments, plans or arrangements to issue any shares of Common Stock or any
security convertible into or exchangeable for Common Stock, except for the
Common Stock Purchase Agreement dated as of August 17, 2000 between the Company
and Acqua Wellington North American Equities Fund, Ltd. (The "Acqua Agreement").

4.3  ISSUANCE, SALE AND DELIVERY OF THE SHARES

     (a)  The Shares have been duly authorized for issuance and sale to the
          Purchaser pursuant to this Agreement and, when issued and delivered by
          the Company pursuant to this Agreement against payment of the
          consideration set forth in this Agreement, will be validly issued and
          fully paid and nonassessable and free and clear of all pledges, liens
          and encumbrances. The certificates evidencing the Shares are in due
          and proper form under California law.

     (b)  The issuance of the Shares is not subject to preemptive or other
          similar rights. No further approval or authority of the shareholders
          or the Board of Directors of the Company will be required for the
          issuance and sale of the Shares to be sold by the Company as
          contemplated in this Agreement.

     (c)  Subject to the accuracy of the Purchaser's representations and
          warranties in Section 5 of this Agreement, the offer, sale, and
          issuance of the Shares in conformity with the terms of this Agreement
          constitute transactions exempt from the registration requirements of
          Section 5 of the Securities Act and from the registration or
          qualification requirements of the laws of any applicable state or
          United States jurisdiction.

4.4  FINANCIAL STATEMENTS

     The financial statements included (as exhibits or otherwise) in the Company
Documents (as defined below) present fairly the financial position of the
Company as of the dates indicated and the results of the Company's operations
for the periods specified. Except as otherwise stated in such Company Documents,
such financial statements have been prepared in conformity with generally
accepted accounting principles applied on a consistent basis, and any supporting
schedules included with the financial statements present fairly the information
stated in the financial statements. The financial and statistical data set forth
in the Company Documents were prepared on an accounting basis consistent with
such financial statements.

4.5  NO MATERIAL CHANGE

     Since January 1, 2001,

     (a)  there has been no material adverse change or any development involving
          a prospective material adverse change in or affecting the condition,
          financial or otherwise, or in the earnings, assets, business affairs
          or business prospects of the Company, whether or not arising in the
          ordinary course of business;


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     (b)  there have been no transactions entered into by the Company other than
          those in the ordinary course of business, which are material with
          respect to the Company; and

     (c)  there has been no dividend or distribution of any kind declared, paid
          or made by the Company on any class of its capital stock.

     The Company has no material contingent obligations.

4.6  ENVIRONMENTAL

     Except as would not, singly or in the aggregate, reasonably be expected to
have a material adverse effect on the condition, financial or otherwise, or the
earnings, assets, business affairs or business prospects of the Company,

     (a)  the Company is in compliance with all applicable Environmental Laws
          (as defined below);

     (b)  the Company has all permits, authorizations and approvals required
          under any applicable Environmental Laws and is in compliance with the
          requirements of such permits authorizations and approvals;

     (c)  there are no pending or, to the best knowledge of the Company,
          threatened Environmental Claims (as defined below) against the
          Company; and

     (d)  under applicable law, there are no circumstances with respect to any
          property or operations of the Company that are reasonably likely to
          form the basis of an Environmental Claim against the Company.

     For purposes of this Agreement, the following terms shall have the
following meanings: "Environmental Law" means any United States (or other
applicable jurisdiction's) Federal, state, local or municipal statute, law,
rule, regulation, ordinance, code, policy or rule of common law and any judicial
or administrative interpretation thereof, including any judicial or
administrative order, consent decree or judgment, relating to the environment,
health, safety or any chemical, material or substance, exposure to which is
prohibited, limited or regulated by any governmental authority. "Environmental
Claims" means any and all administrative, regulatory or judicial actions, suits,
demands, demand letters, claims, liens, notices of noncompliance or violation,
investigations or proceedings relating in any way to any Environmental Law.

4.7  NO DEFAULTS

     The Company is not in violation of its certificate of incorporation or
bylaws or in material default in the performance or observance of any
obligation, agreement, covenant or condition contained in any material contract,
indenture, mortgage, loan agreement, deed, trust, note, lease, sublease, voting
agreement, voting trust, or other instrument or material agreement to which the
Company is a party or by which it may be bound, or to which any of the property
or assets of the Company is subject.

4.8  LABOR MATTERS


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     No labor dispute with the employees of the Company exists or, to the best
knowledge of the Company, is imminent.

4.9  NO ACTIONS

     There is no action, suit or proceeding before or by any court or
governmental agency or body, domestic or foreign, now pending, or, to the
knowledge of the Company, threatened, against or affecting the Company which,
singly or in the aggregate, might result in any material adverse change in the
condition, financial or otherwise, or in the earnings, business affairs or
business prospects of the Company, or which, singly or in the aggregate, might
materially and adversely affect the properties or assets thereof or which might
materially and adversely affect the consummation of this Agreement, nor, to the
best knowledge of the Company, is there any reasonable basis therefor. The
Company is not in default with respect to any judgment, order or decree of any
court or governmental agency or instrumentality which, singly or in the
aggregate, would have a material adverse effect on the assets, properties or
business of the Company.

4.10 INTELLECTUAL PROPERTY

     (a)  The Company, to the best of its knowledge in the course of diligent
          inquiry, owns or is licensed to use all patents, patent applications,
          inventions, trademarks, trade names, applications for registration of
          trademarks, service marks, service mark applications, copyrights,
          know-how, manufacturing processes, formulae, trade secrets, licenses
          and rights in any thereof and any other intangible property and assets
          that are material to the business of the Company as now conducted and
          as proposed to be conducted (in this Agreement called the "Proprietary
          Rights"), or is seeking, or will seek, to obtain rights to use such
          Proprietary Rights that are material to the business of the Company as
          proposed to be conducted.

     (b)  The Company does not have any knowledge of, and the Company has not
          given or received any notice of, any pending conflicts with or
          infringement of the rights of others with respect to any Proprietary
          Rights or with respect to any license of Proprietary Rights which are
          material to the business of the Company.

     (c)  No action, suit, arbitration, or legal, administrative or other
          proceeding, or investigation is pending, or, to the best knowledge of
          the Company, threatened, which involves any Proprietary Rights, nor,
          to the best knowledge of the Company, is there any reasonable basis
          therefor.

     (d)  The Company is not subject to any judgment, order, writ, injunction or
          decree of any court or any Federal, state, local, foreign or other
          governmental department, commission, board, bureau, agency or
          instrumentality, domestic or foreign, or any arbitrator, and has not
          entered into or is not a party to any contract which restricts or
          impairs the use of any such Proprietary Rights in a manner which would
          have a material adverse effect on the use of any of the Proprietary
          Rights.

     (e)  The Company has not received written notice of any pending conflict
          with or infringement upon such third-party proprietary rights.


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     (f)  The Company has not entered into any consent, indemnification,
          forbearance to sue or settlement agreement with respect to Proprietary
          Rights other than in the ordinary course of business. No claims have
          been asserted by any person with respect to the validity of the
          Company's ownership or right to use the Proprietary Rights and, to the
          best knowledge of the Company, there is no reasonable basis for any
          such claim to be successful.

     (g)  The Company has complied, in all material respects, with its
          obligations relating to the protection of the Proprietary Rights which
          are material to the business of the Company used pursuant to licenses.

     (h)  To the best knowledge of the Company, no person is infringing on or
          violating the Proprietary Rights.

4.11 PERMITS

     The Company possesses and is operating in compliance with all material
licenses, certificates, consents, authorities, approvals and permits from all
state, federal, foreign and other regulatory agencies or bodies necessary to
conduct the businesses now operated by it, and the Company has not received any
notice of proceedings relating to the revocation or modification of any such
permit or any circumstance which would lead it to believe that such proceedings
are reasonably likely which, singly or in the aggregate, if the subject of an
unfavorable decision, ruling or finding, would materially and adversely affect
the condition, financial or otherwise, or the earnings, assets, business affairs
or business prospects of the Company.

4.12 DUE EXECUTION, DELIVERY AND PERFORMANCE

     (a)  This Agreement has been duly executed and delivered by the Company and
          constitutes a valid and binding obligation of the Company, enforceable
          against the Company in accordance with its terms.

     (b)  The execution, delivery and performance of this Agreement and the
          consummation of the transactions contemplated in this Agreement and
          the fulfillment of the terms of this Agreement have been duly
          authorized by all necessary corporate action and will not conflict
          with or constitute a breach of, or default under, or result in the
          creation or imposition of any lien, charge or encumbrance upon any
          property or assets of the Company pursuant to, any contract,
          indenture, mortgage, loan agreement, deed, trust, note, lease,
          sublease, voting agreement, voting trust or other instrument or
          agreement to which the Company is a party or by which it may be bound,
          or to which any of the property or assets of the Company is subject,
          and will not trigger anti-dilution rights or other rights to acquire
          additional equity securities of the Company, nor will such action
          result in any violation of the provisions of the articles of
          incorporation or bylaws of the Company or any applicable statute, law,
          rule, regulation, ordinance, decision, directive or order.

4.13 PROPERTIES


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     The Company has good and marketable title to its properties, free and clear
of all material security interests, mortgages, pledges, liens, charges,
encumbrances and claims of record. The properties of the Company are, in the
aggregate, in good repair (reasonable wear and tear excepted), and suitable for
their respective uses. Any real property held under lease by the Company is held
under valid, subsisting and enforceable leases with such exceptions as are not
material and do not interfere with the conduct of the business of the Company.
The Company owns or leases all such properties as are necessary to its business
or operations as now conducted.

4.14 COMPLIANCE

     The Company has conducted and is conducting its business in compliance with
all applicable Federal, state, local and foreign statutes, laws, rules,
regulations, ordinances, codes, decisions, decrees, directives and orders,
except where the failure to do so would not, singly or in the aggregate, have a
material adverse effect on the condition, financial or otherwise, or on the
earnings, assets, business affairs or business prospects of the Company.

4.15 SECURITY MEASURES

     The Company takes security measures designed to enable the Company to
assert trade secret protection in its non-patented technology.

4.16 CONTRIBUTIONS

     To the best of the Company's knowledge, neither the Company nor any
employee or agent of the Company has made any payment of funds of the Company or
received or retained any funds in violation of any law, rule or regulation.

4.17 USE OF PROCEEDS; INVESTMENT COMPANY

     The Company intends to use the proceeds from the sale of the Shares for
working capital and other general corporate purposes. The Company is not now,
and after the sale of the Shares under this Agreement and under all other
agreements and the application of the net proceeds from the sale of the Shares
described in the proceeding sentence will not be, an "investment company" within
the meaning of the Investment Company Act of 1940, as amended.

4.18 PRIOR OFFERINGS

     All offers and sales of capital stock of the Company before the date of
this Agreement were at all relevant times duly registered or exempt from the
registration requirements of the Securities Act and were duly registered or
subject to an available exemption from the registration requirements of the
applicable state securities or Blue Sky laws.

4.19 TAXES

     The Company has filed all material tax returns required to be filed, which
returns are true and correct in all material respects, and the Company is not in
default in the payment of any taxes, including penalties and interest,
assessments, fees and other charges, shown thereon due or


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otherwise assessed, other than those being contested in good faith and for which
adequate reserves have been provided or those currently payable without interest
which were payable pursuant to said returns or any assessments with respect
thereto.

4.20 OTHER GOVERNMENTAL PROCEEDINGS

     To the Company's knowledge, there are no rulemaking or similar proceedings
before any Federal, state, local or foreign government bodies that involve or
affect the Company, which, if the subject of an action unfavorable to the
Company, could involve a prospective material adverse change in or effect on the
condition, financial or otherwise, or in the earnings, assets, business affairs
or business prospects of the Company.

4.21 NON-COMPETITION AGREEMENTS

     To the knowledge of the Company, any full-time employee who has entered
into any non-competition, non-disclosure, confidentiality or other similar
agreement with any party other than the Company is neither in violation of nor
is expected to be in violation of that agreement as a result of the business
currently conducted or expected to be conducted by the Company or such person's
performance of his or her obligations to the Company. The Company has not
received written notice that any consultant or scientific advisor of the Company
is in violation of any non-competition, non-disclosure, confidentiality or
similar agreement.

4.22 TRANSFER TAXES

     On the Closing Date, all stock transfer or other taxes (other than income
taxes) that are required to be paid in connection with the sale and transfer of
the Shares to be sold to the Purchaser under this Agreement will be, or will
have been, fully paid or provided for by the Company and all laws imposing such
taxes will be or will have been fully complied with.

4.23 INSURANCE

     The Company maintains insurance of the type and in the amount that the
Company reasonably believes is adequate for its business, including, but not
limited to, insurance covering all real and personal property owned or leased by
the Company against theft, damage, destruction, acts of vandalism and all other
risks customarily insured against by similarly situated companies, all of which
insurance is in full force and effect.

4.24 GOVERNMENTAL CONSENTS

     No registration, authorization, approval, qualification or consent of any
court or governmental authority or agency is necessary in connection with the
execution and delivery of this Agreement or the offering, issuance or sale of
the Shares under this Agreement.

4.25 SECURITIES AND EXCHANGE COMMISSION FILINGS

     The Company has timely filed with the Securities and Exchange Commission
(the "Commission") all documents required to be filed by the Company under the
Securities Exchange Act of 1934, as amended (the "Exchange Act.")


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4.26 ADDITIONAL INFORMATION

     The Company represents and warrants that the information contained in the
following documents (the "Company Documents"), which will be provided to
Purchaser before the Closing, is or will be true and correct in all material
respects as of their respective final dates:

     (a)  the Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 2000;

     (b)  the Company's Quarterly Reports on Form 10-Q for the fiscal quarters
          ended March 31, June 30 and September 30, 2000;

     (c)  the Company's Proxy Statement for its 2000 Annual Meeting of
          Shareholders; and

     (d)  all other documents, if any, filed by the Company with the Commission
          since January 1, 2001 pursuant to the reporting requirements of the
          Securities Exchange Act.

4.27 CONTRACTS

     The contracts described in the Company Documents or incorporated by
reference therein are in full force and effect on the date hereof, except for
contracts the termination or expiration of which would not, singly or in the
aggregate, have a material adverse effect on the business, properties or assets
of the Company. Neither the Company nor, to the best knowledge of the Company,
any other party is in material breach of or default under any such contracts.

4.28 NO INTEGRATED OFFERING

     Neither the Company, nor any of its affiliates, nor any person acting on
its or their behalf, has directly or indirectly made any offers or sales in any
security or solicited any offers to buy any security under circumstances that
would require registration under the Securities Act of the issuance of the
Shares to the Purchaser. The issuance of the Shares to the Purchaser will not be
integrated with any other issuance of the Company's securities (past, current or
future) for purposes of the Securities Act or any applicable rules of Nasdaq (or
of any national securities exchange on which the Company's Common Stock is then
traded). The Company will not make any offers or sales of any security (other
than the Shares) that would cause the offering of the Shares to be integrated
with any other offering of securities by the Company for purposes of any
registration requirement under the Securities Act or any applicable rules of
Nasdaq Nasdaq (or of any national securities exchange on which the Company's
Common Stock is then traded).

4.29 LISTING OF SHARES

     The Company agrees to promptly secure the listing of the Shares upon each
national securities exchange or automated quotation system upon which shares of
Common Stock are then listed and, so long as the Purchaser owns any of the
Shares, shall maintain such listing of all Shares. The Company has taken no
action designed to delist, or which is likely to have the effect of delisting,
the Common Stock from any of the national securities exchange or automated
quotation system upon which the shares of Common Stock are then listed.


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4.30 NO MANIPULATION OF STOCK

     The Company has not taken and will not, in violation of applicable law,
take any action outside the ordinary course of business designed to or that
might reasonably be expected to cause or result in unlawful manipulation of the
price of the Common Stock to facilitate the sale or resale of the Shares.

5.   REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER

5.1  SECURITIES LAW REPRESENTATIONS AND WARRANTIES

     The Purchaser represents, warrants and covenants to the Company as follows:

     (a)  The Purchaser is knowledgeable, sophisticated and experienced in
          making, and is qualified to make, decisions with respect to
          investments in shares representing an investment decision like that
          involved in the purchase of the Shares, including investments in
          securities issued by the Company, and has requested, received,
          reviewed and considered all information it deems relevant in making an
          informed decision to purchase the Shares.

     (b)  The Purchaser is acquiring the Shares in the ordinary course of its
          business and for its own account for investment (as defined for
          purposes of the Hart-Scott-Rodino Antitrust Improvement Act of 1976
          and the regulations thereunder) only, and has no present intention of
          distributing any of the Shares nor any arrangement or understanding
          with any other persons regarding the distribution of such Shares
          within the meaning of Section 2(11) of the Securities Act, other than
          as contemplated in Section 7 of this Agreement.

     (c)  The Purchaser will not, directly or indirectly, offer, sell, pledge,
          transfer or otherwise dispose of (or solicit any offers to buy,
          purchase or otherwise acquire or take a pledge of) any of the Shares
          except in compliance with the Securities Act and the Rules and
          Regulations.

     (d)  The Purchaser has completed or caused to be completed the Stock
          Certificate Questionnaire and the Registration Statement
          Questionnaire, attached to this Agreement as Appendices I and II, for
          use in preparation of the Registration Statement (as defined in
          Section 7.3 below), and the answers to the Questionnaire are true and
          correct as of the date of this Agreement and will be true and correct
          as of the effective date of the Registration Statement; provided that
          the Purchaser shall be entitled to update such information by
          providing notice thereof to the Company before the effective date of
          such Registration Statement.

     (e)  The Purchaser has, in connection with its decision to purchase the
          Shares relied solely upon the Company Documents and the
          representations and warranties of the Company contained in this
          Agreement.

     (f)  The Purchaser is an "accredited investor" within the meaning of Rule
          501 of Regulation D promulgated under the Securities Act.


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5.2  RESALES OF SHARES

     (a)  The Purchaser hereby covenants with the Company not to make any sale
          of the Shares without satisfying the requirements of the Securities
          Act and the Rules and Regulations, including, in the event of any
          resale under the Registration Statement, the prospectus delivery
          requirements under the Securities Act, and the Purchaser acknowledges
          and agrees that such Shares are not transferable on the books of the
          Company pursuant to a resale under the Registration Statement unless
          the certificate submitted to the transfer agent evidencing the Shares
          is accompanied by a separate officer's certificate

          (i)  in the form of Appendix III to this Agreement;

          (ii)  executed by an officer of, or other authorized person designated
                by, the Purchaser; and

          (iii) to the effect that (A) the Shares have been sold in accordance
                with the Registration Statement and (B) the requirement of
                delivering a current prospectus has been satisfied.

     (b)  The Purchaser acknowledges that there may occasionally be times when
          the Company determines, in good faith following consultation with its
          Board of Directors or a committee thereof, the use of the prospectus
          forming a part of the Registration Statement (the "Prospectus," as
          further defined in Section 7.3.1 below) should be suspended until such
          time as an amendment or supplement to the Registration Statement or
          the Prospectus has been filed by the Company and any such amendment to
          the Registration Statement is declared effective by the Commission, or
          until such time as the Company has filed an appropriate report with
          the Commission pursuant to the Exchange Act. The Purchaser hereby
          covenants that it will not sell any Shares pursuant to the Prospectus
          during the period commencing at the time at which the Company gives
          the Purchaser written notice of the suspension of the use of the
          Prospectus and ending at the time the Company gives the Purchaser
          written notice that the Purchaser may thereafter effect sales pursuant
          to the Prospectus. The Company may, upon written notice to the
          Purchaser, suspend the use of the Prospectus for up to thirty (30)
          days in any 365-day period based on the reasonable determination of
          the Company's Board of Directors that there is a significant business
          purpose for such determination, such as pending corporate
          developments, public filings with the Commission or similar events.
          The Company shall in no event be required to disclose the business
          purpose for which it has suspended the use of the Prospectus if the
          Company determines in its good faith judgment that the business
          purpose should remain confidential. In addition, the Company shall
          notify the Purchaser (i) of any request by the Commission for an
          amendment or any supplement to such Registration Statement or any
          related prospectus, or any other information request by any other
          governmental agency directly relating to the offering, and (ii) of the
          issuance by the Commission of any stop order suspending the
          effectiveness of such Registration Statement or of any order
          preventing or suspending the use of any related prospectus or the
          initiation or threat of any proceeding for that purpose.


                                       12
<PAGE>   13


    (c)   The Purchaser further covenants to notify the Company promptly of the
          sale of any of its Shares, other than sales pursuant to a Registration
          Statement contemplated in Section 7 of this Agreement or sales upon
          termination of the transfer restrictions pursuant to Section 7.4 of
          this Agreement.

5.3  DUE EXECUTION, DELIVERY AND PERFORMANCE

     (a)  This Agreement has been duly executed and delivered by the Purchaser
          and constitutes a valid and binding obligation of the Purchaser,
          enforceable against the Purchaser in accordance with its terms.

     (b)  The execution, delivery and performance of this Agreement and the
          consummation of the transactions contemplated in this Agreement and
          the fulfillment of the terms of this Agreement have been duly
          authorized by all necessary corporate action and will not conflict
          with or constitute a breach of, or default under, or result in the
          creation or imposition of any lien, charge or encumbrance upon any
          property or assets of the Purchaser pursuant to, any contract,
          indenture, mortgage, loan agreement, deed, trust, note, lease,
          sublease, voting agreement, voting trust or other instrument or
          agreement to which the Purchaser is a party or by which it or any of
          them may be bound, or to which any of the property or assets of the
          Purchaser is subject, nor will such action result in any violation of
          the provisions of the charter or bylaws of the Purchaser or any
          applicable statute, law, rule, regulation, ordinance, decision,
          directive or order.

6.   SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS.

               Notwithstanding any investigation made by any party to this
          Agreement, all covenants, agreements, representations and warranties
          made by the Company and the Purchaser in this Agreement and in the
          certificates for the Shares delivered pursuant to this Agreement shall
          survive the execution of this Agreement, the delivery to the Purchaser
          of the Shares being purchased and the payment therefor.

7.   FORM D FILING; REGISTRATION; COMPLIANCE WITH THE SECURITIES ACT; COVENANTS

7.1  FORM D FILING; REGISTRATION OF SHARES

7.1.1 REGISTRATION STATEMENT; EXPENSES

     The Company shall:

     (a)  file in a timely manner a Form D relating to the sale of the Shares
          under this Agreement, pursuant to the Commission's Regulation D.

     (b)  as soon as practicable after the Closing Date, but in no event later
          than the 15th day following the Closing Date, prepare and file with
          the Commission a Registration Statement on Form S-3 (or, if the
          Company is ineligible to use Form S-3, then on Form S-1) relating to
          the sale of the Shares by the Purchaser from time to time on the
          Nasdaq National Market (or the facilities of any national securities
          exchange on


                                       13
<PAGE>   14

which the Company's Common Stock is then traded) or in privately negotiated
transactions (the "Registration Statement");

     (c)  provide to Purchaser any information required to permit the sale of
          the Shares under Rule 144A of the Securities Act;

     (d)  subject to receipt of necessary information from the Purchaser, use
          its best efforts to cause the Commission to notify the Company of the
          Commission's willingness to declare the Registration Statement
          effective on or before 90 days after the Closing Date;

     (e)  notify the Purchaser promptly upon the Registration Statement, and any
          post-effective amendment thereto, having been declared effective by
          the Commission;

     (f)  prepare and file with the Commission such amendments and supplements
          to the Registration Statement and the Prospectus (as defined in
          Section 7.3.1 below) and take such other action, if any, as may be
          necessary to keep the Registration Statement effective until the
          earlier of (i) two years after the effective date of the Registration
          Statement, (ii) the date on which the Shares may be resold by the
          Purchaser without registration and without regard to any volume
          limitations by reason of Rule 144(k) under the Securities Act or any
          other rule of similar effect or (iii) all of the Shares have been sold
          pursuant to the Registration Statement or Rule 144 under the
          Securities Act or any other rule of similar effect;

     (g)  promptly furnish to the Purchaser with respect to the Shares
          registered under the Registration Statement such reasonable number of
          copies of the Prospectus, including any supplements to or amendments
          of the Prospectus, in order to facilitate the public sale or other
          disposition of all or any of the Shares by the Purchaser;

     (h)  during the period when copies of the Prospectus are required to be
          delivered under the Securities Act or the Exchange Act, file all
          documents required to be filed with the Commission pursuant to Section
          13, 14 or 15 of the Exchange Act within the time periods required by
          the Exchange Act and the rules and regulations promulgated thereunder;

     (i)  file documents required of the Company for customary Blue Sky
          clearance in all states requiring Blue Sky clearance; provided,
          however, that the Company shall not be required to qualify to do
          business or consent to service of process in any jurisdiction in which
          it is not now so qualified or has not so consented; and

     (j)  bear all expenses in connection with the procedures in paragraphs (a)
          through (i) of this Section 7.1.1 and the registration of the Shares
          pursuant to the Registration Statement.

7.1.2 DELAY IN EFFECTIVENESS OF REGISTRATION STATEMENT

     In the event that the Registration Statement is not declared effective on
or before July 12, 2001, the Company shall pay to the Purchaser liquidated
damages in an amount equal to 0.25%


                                       14
<PAGE>   15

of the total purchase price of the Shares for each week after July 12, 2001 that
the Registration Statement is not declared effective.

7.2  TRANSFER OF SHARES AFTER REGISTRATION

     The Purchaser agrees that it will not effect any disposition of the Shares
or its right to purchase the Shares that would constitute a sale within the
meaning of the Securities Act, except as contemplated in the Registration
Statement referred to in Section 7.1 or as otherwise permitted by law, and that
it will promptly notify the Company of any changes in the information set forth
in the Registration Statement regarding the Purchaser or its plan of
distribution.

7.3  INDEMNIFICATION

     For the purpose of this Section 7.3, the term "Registration Statement"
shall include any preliminary or final prospectus, exhibit, supplement or
amendment included in or relating to the Registration Statement referred to in
Section 7.1.

7.3.1 INDEMNIFICATION BY THE COMPANY

     The Company agrees to indemnify and hold harmless the Purchaser and each
person, if any, who controls the Purchaser within the meaning of the Securities
Act, against any losses, claims, damages, liabilities or expenses, joint or
several, to which the Purchaser or such controlling person may become subject,
under the Securities Act, the Exchange Act, or any other federal or state
statutory law or regulation, or at common law or otherwise (including in
settlement of any litigation, if such settlement is effected with the written
consent of the Company, which consent shall not be unreasonably withheld),
insofar as such losses, claims, damages, liabilities or expenses (or actions in
respect thereof as contemplated below) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in the
Registration Statement, including the Prospectus, financial statements and
schedules, and all other documents filed as a part thereof, as amended at the
time of effectiveness of the Registration Statement, including any information
deemed to be a part thereof as of the time of effectiveness pursuant to
paragraph (b) of Rule 430A, or pursuant to Rule 434, of the Rules and
Regulations, or the Prospectus, in the form first filed with the Commission
pursuant to Rule 424(b) of the Regulations, or filed as part of the Registration
Statement at the time of effectiveness if no Rule 424(b) filing is required (the
"Prospectus"), or any amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state in any of them a material
fact required to be stated therein or necessary to make the statements in any of
them, in light of the circumstances under which they were made, not misleading,
or arise out of or are based in whole or in part on any inaccuracy in the
representations and warranties of the Company contained in this Agreement, or
any failure of the Company to perform its obligations under this Agreement or
under law, and will reimburse the Purchaser and each such controlling person for
any legal and other expenses as such expenses are reasonably incurred by the
Purchaser or such controlling person in connection with investigating,
defending, settling, compromising or paying any such loss, claim, damage,
liability, expense or action; provided, however, that the Company will not be
liable in any such case to the extent that any such loss, claim, damage,
liability or expense arises out of or is based upon (i) an untrue statement or
alleged untrue statement or omission or alleged omission made in the
Registration Statement, the


                                       15
<PAGE>   16

Prospectus or any amendment or supplement of the Registration Statement or
Prospectus in reliance upon and in conformity with written information furnished
to the Company by or on behalf of the Purchaser expressly for use in the
Registration Statement or the Prospectus, or (ii) the failure of the Purchaser
to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of
this Agreement respecting resale of the Shares, or (iii) the inaccuracy of any
representations made by the Purchaser in this Agreement or (iv) any untrue
statement or omission of a material fact required to make such statement not
misleading in any Prospectus that is corrected in any subsequent Prospectus that
was delivered to the Purchaser before the pertinent sale or sales by the
Purchaser.

7.3.2 INDEMNIFICATION BY THE PURCHASER

     The Purchaser agrees to indemnify and hold harmless the Company, each of
its directors, each of its officers who signed the Registration Statement and
each person, if any, who controls the Company within the meaning of the
Securities Act, against any losses, claims, damages, liabilities or expenses to
which the Company, each of its directors, each of its officers who signed the
Registration Statement or controlling person may become subject, under the
Securities Act, the Exchange Act, or any other federal or state statutory law or
regulation, or at common law or otherwise (including in settlement of any
litigation, if such settlement is effected with the written consent of the
Purchaser, which consent shall not be unreasonably withheld) insofar as such
losses, claims, damages, liabilities or expenses (or actions in respect thereof
as contemplated below) arise out of or are based upon (i) any failure on the
part of the Purchaser to comply with the covenants and agreements contained in
Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii)
the inaccuracy of any representation made by the Purchaser in this Agreement or
(iii) any untrue or alleged untrue statement of any material fact contained in
the Registration Statement, the Prospectus, or any amendment or supplement to
the Registration Statement or Prospectus, 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 the
Registration Statement, the Prospectus, or any amendment or supplement thereto,
in reliance upon and in conformity with written information furnished to the
Company by or on behalf of the Purchaser expressly for use therein; provided,
however, that the Purchaser shall not be liable for any such untrue or alleged
untrue statement or omission or alleged omission of which the Purchaser has
delivered to the Company in writing a correction before the occurrence of the
transaction from which such loss was incurred, and the Purchaser will reimburse
the Company, each of its directors, each of its officers who signed the
Registration Statement or controlling person for any legal and other expense
reasonably incurred by the Company, each of its directors, each of its officers
who signed the Registration Statement or controlling person in connection with
investigating, defending, settling, compromising or paying any such loss, claim,
damage, liability, expense or action.

7.3.3 INDEMNIFICATION PROCEDURE

     (a)  Promptly after receipt by an indemnified party under this Section 7.3
          of notice of the threat or commencement of any action, such
          indemnified party will, if a claim in respect thereof is to be made
          against an indemnifying party under this Section 7.3,


                                       16
<PAGE>   17

          promptly notify the indemnifying party in writing of the claim; but
          the omission so to notify the indemnifying party will not relieve it
          from any liability which it may have to any indemnified party for
          contribution or otherwise under the indemnity agreement contained in
          this Section 7.3 or to the extent it is not prejudiced as a result of
          such failure.

     (b)  In case any such action is brought against any indemnified party and
          such indemnified party seeks or intends to seek indemnity from an
          indemnifying party, the indemnifying party will be entitled to
          participate in, and, to the extent that it may wish, jointly with all
          other indemnifying parties similarly notified, to assume the defense
          thereof with counsel reasonably satisfactory to such indemnified
          party; provided, however, if the defendants in any such action include
          both the indemnified party and the indemnifying party and the
          indemnified party shall have reasonably concluded that there may be a
          conflict between the positions of the indemnifying party and the
          indemnified party in conducting the defense of any such action or that
          there may be legal defenses available to it or other indemnified
          parties that are different from or additional to those available to
          the indemnifying party, the indemnified party or parties shall have
          the right to select separate counsel to assume such legal defenses and
          to otherwise participate in the defense of such action on behalf of
          such indemnified party or parties. Upon receipt of notice from the
          indemnifying party to such indemnified party of its election so to
          assume the defense of such action and approval by the indemnified
          party of counsel, the indemnifying party will not be liable to such
          indemnified party under this Section 7.3 for any legal or other
          expenses subsequently incurred by such indemnified party in connection
          with the defense thereof unless:

          (i)  the indemnified party shall have employed such counsel in
               connection with the assumption of legal defenses in accordance
               with the proviso to the preceding sentence (it being understood,
               however, that the indemnifying party shall not be liable for the
               expenses of more than one separate counsel, approved by such
               indemnifying party representing all of the indemnified parties
               who are parties to such action) or

          (ii) the indemnifying party shall not have employed counsel reasonably
               satisfactory to the indemnified party to represent the
               indemnified party within a reasonable time after notice of
               commencement of action, in each of which cases the reasonable
               fees and expenses of counsel shall be at the expense of the
               indemnifying party. Notwithstanding the provisions of this
               Section 7.3, the Purchaser shall not be liable for any
               indemnification obligation under this Agreement in excess of the
               amount of gross proceeds received by the Purchaser from the sale
               of the Shares.

7.3.4 CONTRIBUTION

     If the indemnification provided for in this Section 7.3 is required by its
terms but is for any reason held to be unavailable to or otherwise insufficient
to hold harmless an indemnified party under this Section 7.3 in respect to any
losses, claims, damages, liabilities or expenses referred to in this Agreement,
then each applicable indemnifying party shall contribute to the


                                       17
<PAGE>   18


amount paid or payable by such indemnified party as a result of any losses,
claims, damages, liabilities or expenses referred to in this Agreement

     (a)  in such proportion as is appropriate to reflect the relative benefits
          received by the Company and the Purchaser from the placement of Common
          Stock or

     (b)  if the allocation provided by clause (a) above is not permitted by
          applicable law, in such proportion as is appropriate to reflect not
          only the relative benefits referred to in clause (a) above but the
          relative fault of the Company and the Purchaser in connection with the
          statements or omissions or inaccuracies in the representations and
          warranties in this Agreement that resulted in such losses, claims,
          damages, liabilities or expenses, as well as any other relevant
          equitable considerations.

     The respective relative benefits received by the Company on the one hand
and each Purchaser on the other shall be deemed to be in the same proportion as
the amount paid by such Purchaser to the Company pursuant to this Agreement for
the Shares purchased by the Purchaser that were sold pursuant to the
Registration Statement bears to the difference (the "Difference") between the
amount the Purchaser paid for the Shares that were sold pursuant to the
Registration Statement and the amount received by such Purchaser from such sale.
The relative fault of the Company and the Purchaser shall be determined by
reference to, among other things, whether the untrue or alleged statement of a
material fact or the omission or alleged omission to state a material fact or
the inaccurate or the alleged inaccurate representation or warranty relates to
information supplied by the Company or by the Purchaser and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. 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, subject to the limitations set forth in
Section 7.3.3, any legal or other fees or expenses reasonably incurred by such
party in connection with investigating or defending any action or claim. The
provisions set forth in Section 7.3.3 with respect to the notice of the threat
or commencement of any threat or action shall apply if a claim for contribution
is to be made under this Section 7.3.4; provided, however, that no additional
notice shall be required with respect to any threat or action for which notice
has been given under Section 7.3 for purposes of indemnification. The Company
and the Purchaser agree that it would not be just and equitable if contribution
pursuant to this Section 7.3 were determined solely by pro rata allocation (even
if the Purchaser were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable considerations
referred to in this paragraph. Notwithstanding the provisions of this Section
7.3, Purchaser shall not be required to contribute any amount in excess of the
amount by which the Difference exceeds the amount of any damages that the
Purchaser has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. 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.

7.4  TERMINATION OF CONDITIONS AND OBLIGATIONS

     The restrictions imposed by Section 5 or this Section 7 upon the
transferability of the Shares shall cease and terminate as to any particular
number of the Shares upon the passage of


                                       18
<PAGE>   19


two years from the Closing Date or at such time as an opinion of counsel
satisfactory in form and substance to the Company shall have been rendered to
the effect that such conditions are not necessary in order to comply with the
Securities Act.

7.5  INFORMATION AVAILABLE

     So long as the Registration Statement is effective covering the resale of
Shares owned by the Purchaser, the Company will furnish to the Purchaser:

     (a)  as soon as practicable after available (but in the case of the
          Company's Annual Report to Shareholders, within 90 days after the end
          of each fiscal year of the Company), one copy of

          (i)   its Annual Report to Shareholders (which Annual Report shall
                contain financial statements audited in accordance with
                generally accepted accounting principles by a national firm of
                certified public accountants);

          (ii)  if not included in substance in the Annual Report to
                Shareholders, its Annual Report on Form 10-K;

          (iii) if not included in substance in its Quarterly Reports to
                Shareholders, its quarterly reports on Form 10-Q; and

          (if)  a full copy of the particular Registration Statement covering
                the Shares (the foregoing, in each case, excluding exhibits);

     (b)  upon the request of the Purchaser, a reasonable number of copies of
          the Prospectus to supply to any other party requiring the Prospectus.

7.6  RULE 144 INFORMATION

     For two years after the date of this Agreement, the Company shall file all
reports required to be filed by it under the Securities Act, the Rules and
Regulations and the Exchange Act and shall take such further action to the
extent required to enable the Purchaser to sell the Shares pursuant to Rule 144
under the Securities Act (as such rule may be amended from time to time).

7.7  STOCK OPTION AND OTHER MATTERS

     The Company shall, within thirty (30) days of the Closing Date, adopt such
amendments to, with respect to (i) and (ii) below, the Company's stock option
plans and By-laws, and, with respect to (iii) and (iv) below, the Company's
By-laws (together, the "Stock Option Plan and By-law Amendments") to provide
that, unless approved by the holders of a majority of the shares present and
entitled to vote at a duly convened meeting of shareholders, the Company shall
not (i) grant any stock options with an exercise price that is less than 100% of
the fair market value of the underlying stock on the date of grant; (ii) reduce
the exercise price of any stock option granted under any existing or future
stock option plan; (iii) sell or issue any security convertible, exercisable or
exchangeable into shares of Common Stock having a conversion, exercise or
exchange price per share which is subject to downward adjustment based on the
market price of


                                       19
<PAGE>   20


the Common Stock at the time of conversion, exercise or exchange of such
security into Common Stock (except for customary adjustments to give effect to
stock splits and stock dividends) or (iv) enter into any equity line or similar
agreement or arrangement or any agreement to sell Common Stock at a price fixed
after the date of the agreement (whether or not based on any predetermined price
setting formula or method). The Stock Option Plan and Bylaw Amendments may not
be further amended or repealed without the affirmative vote of the holders of a
majority of the shares present and entitled to vote at a duly convened meeting
of shareholders. Upon the adoption of the Stock Option Plan and By-law
Amendments, the Company shall promptly furnish a copy of such amendments to the
Purchaser. The Company agrees that, prior to the adoption of the Stock Option
Plan and By-law Amendments by all necessary corporate action of the Company as
described above, the Company shall not conduct any of the actions specified in
(i), (ii), (iii) or (iv) above of this Section 7.7. The Company agrees to
deliver the Assurance Certificate in the form attached hereto as Exhibit D to
the Purchasers on or before April 20, 2001. The Company further agrees that it
will not (i) obtain additional funding under the Acqua Agreement or (ii) enter
into toxic financing agreements.

8.   LEGAL FEES AND OTHER TRANSACTION EXPENSES

     At the Closing, the Company agrees to pay a flat fee of $5,000 to the State
of Wisconsin Investment Board for its legal and other transaction expenses
(whether internal or external) arising in connection with the transactions
contemplated by this Agreement.

9.   BROKER'S FEE

     The Purchaser acknowledges that the Company does not intend to pay to any
placement fee in respect of the sale of the Shares. Each of the parties to this
Agreement hereby represents that, on the basis of any actions and agreements by
it, there are no brokers or finders entitled to compensation in connection with
the sale of the Shares to the Purchaser. The Company shall indemnify and hold
harmless the Purchaser from and against all fees, commissions or other payments
owing by the Company to any person or firm acting on behalf of the Company
hereunder.

10.  NOTICES

     All notices, requests, consents and other communications under this
Agreement shall be in writing, shall be mailed by first-class registered or
certified airmail, confirmed facsimile or nationally recognized overnight
express courier postage prepaid, and shall be delivered as addressed as follows:

     (a)  if to the Company, to:

                  Eclipse Surgical Technologies, Inc.
                  1049 Kiel Court
                  Sunnyvale, CA  94089
                  Attention:  CEO

or to such other person at such other place as the Company shall designate to
the Purchaser in writing; and


                                       20
<PAGE>   21

     (b)  if to the Purchaser, at its address set forth on the signature page to
          this Agreement, or at such other address or addresses as may have been
          furnished to the Company in writing.

     Such notice shall be deemed effectively given upon confirmation of receipt
by facsimile, one business day after deposit with such overnight courier or
three days after deposit of such registered or certified airmail with the U.S.
Postal Service, as applicable.

11.  MODIFICATION; AMENDMENT

     This Agreement may not be modified or amended except pursuant to an
instrument in writing signed by the Company and the Purchaser.

12.  TERMINATION

     This Agreement may be terminated by the Purchaser, at the option of the
Purchaser, if the Closing has not occurred on or before thirty (30) days from
the date of this Agreement.

13.  HEADINGS

     The headings of the various sections of this Agreement have been inserted
for convenience of reference only and shall not be deemed to be part of this
Agreement.

14.  SEVERABILITY

     If any provision contained in this Agreement should be held to be invalid,
illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained in this Agreement shall not
in any way be affected or impaired thereby.

15.  GOVERNING LAW; JURISDICTION

     This Agreement shall be governed by and construed in accordance with the
laws of the state of California and the federal law of the United States of
America. The parties hereto hereby submit to the jurisdiction of the courts of
the State of Wisconsin, or of the United States of America sitting in the State
of Wisconsin, over any action, suit, or proceeding arising out of or relating to
this Agreement. Nothing herein shall affect the right of the Purchaser to serve
process in any manner permitted by law or limit the right of the Purchaser to
bring proceedings against the Company in the competent courts of any other
jurisdiction or jurisdictions.

16.  NO CONFLICTS OF INTEREST.

     The Company represents, warrants, and covenants that, to the best of its
knowledge, no trustee or employee of the State of Wisconsin Investment Board
identified on the attached list, either directly or indirectly (a) currently
holds, except as may be specifically set forth below, a personal interest in the
Company or any of its affiliates (together, the "Entity") or the Entity's
property or securities, or (b) will, in connection with the investment made
pursuant to this Agreement, receive (i) a personal interest in the Entity or the
Entity's property or securities or (ii) anything of substantial economic value
for his or her private benefit from the Entity or anyone


                                       21
<PAGE>   22


acting on its behalf. As to ownership of an interest in the Entity's publicly
traded securities, "knowledge" hereunder is based on an examination of record
holders of the Entity's securities and actual knowledge of the undersigned.

17.  CERTAIN BREACHES

     As an additional remedy, in the event that the Company breaches any of its
covenants and commitments contained in (iii), (iv) or the last sentence of
Section 7.7 of this Agreement, the Purchaser shall be entitled to declare the
Company in default, and the Purchaser shall be further entitled to demand
repurchase of the Shares by the Company at the Per Share Price plus a 20%
premium. The closing of the repurchase of the Shares shall be completed by the
Company not later than thirty (30) days after its receipt of the declaration of
default from the Purchaser.

18.  COUNTERPARTS

     This Agreement may be executed in two or more counterparts, each of which
shall constitute an original, but all of which, when taken together, shall
constitute but one instrument, and shall become effective when one or more
counterparts have been signed by each party to this Agreement and delivered to
the other parties.



                            [Signature pages follow]


                                       22
<PAGE>   23



     IN WITNESS WHEREOF, the parties to this Agreement have caused this
Agreement to be executed by their duly authorized representatives as of the day
and year first above written.



                                  ECLIPSE SURGICAL TECHNOLOGIES, INC.

                                  By   /s/ MICHAEL J. QUINN
                                    -------------------------------------

                                  Name:     Michael J. Quinn
                                         -----------------------------------

                                  Its: CEO, President and Chairman of the Board
                                       ----------------------------------------



                                  STATE OF WISCONSIN INVESTMENT BOARD

                                  By:     /s/ JOHN F. NELSON
                                       -----------------------------------

                                  Name:     John F. Nelson
                                         -----------------------------------

                                  Title:    Investment Manager
                                            -------------------

                                  Address:

                                  121 East Wilson Street
                                  Madison, WI 53702
                                  Facsimile: (608) 266-2436





                            SHARE PURCHASE AGREEMENT
                                 SIGNATURE PAGE




<PAGE>   24




                                   SCHEDULE A

                                    PURCHASER


                       STATE OF WISCONSIN INVESTMENT BOARD


<PAGE>   25




List of Schedules:

SCHEDULE A                Purchaser

List of Exhibits:

EXHIBIT A                  Company Counsel Opinion
EXHIBIT B                  Schedule of Exceptions
EXHIBIT C                  List of Trustees and Relevant Employees of the
                           State of Wisconsin Investment Board
EXHIBIT D                  Form of Assurance Certificate

List of Appendices:

APPENDIX I                 Form of Stock Certificate Questionaire
APPENDIX II                Form of Registration Statement Questionaire
APPENDIX III               Form of Purchaser's Certificate of Subsequent Resale