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                                                                    EXHIBIT 10.3

                            CARDIOGENESIS CORPORATION
                           DIRECTOR STOCK OPTION PLAN

                             (AS AMENDED, JULY 2005)

1. Purpose of the Plan. The purposes of this Director Stock Option Plan are to
attract and retain the best available personnel for service as Directors (as
defined herein) of the Company, to provide additional incentive to the Directors
of the Company to serve as Directors, and to encourage their continued service
on the Board.

All options granted hereunder shall be nonstatutory stock options.

2. Definitions. As used herein, the following definitions shall apply:

     (a) "Board" means the Board of Directors of the Company.

     (b) "Code" means the Internal Revenue Code of 1986, as amended.

     (c) "Common Stock" means the Common Stock of the Company.

     (d) "Company" means Cardiogenesis Corporation, formerly known as Eclipse
Surgical Technologies, Inc., a California corporation.

     (e) "Continuous Status as a Director" means the absence of any interruption
or termination of service as a Director.

     (f) "Director" means a member of the Board.

     (g) "Employee" means any person, including officers and Directors, employed
by the Company or any Parent or Subsidiary of the Company. The payment of a
Director's fee by the Company shall not be sufficient in and of itself to
constitute "employment" by the Company.

     (h) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     (i) "Fair Market Value" means, as of any date, the value of Common Stock
determined as follows:

          (i) If the Common Stock is listed on any established stock exchange or
a national market system, including without limitation The Nasdaq National
Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market
Value shall be the closing sales price for such stock (or the closing, bid, if
no sales were reported) as quoted on such exchange or system for the last market
trading day prior to the time of determination, as reported in The Wall Street
Journal or such other source as the Administrator deems reliable;

          (ii) If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, the Fair Market Value of
a Share of Common Stock, shall be the mean between the high bid and low asked
prices for the Common Stock on the date of determination, as reported in The
Wall Street Journal or such other source as the Board deems reliable, or;

          (iii) In the absence of an established market for the Common Stock,
the Fair Market Value thereof, shall be determined in good faith by the Board.

     (j) "Option" means a stock option granted pursuant to the Plan.

     (k) "Optioned Stock" means the Common Stock subject to an Option.

     (l) "Optionee" means an Outside Director who receives an Option.

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     (m) "Outside Director" means a Director who is not an Employee.

     (n) "Parent" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.

     (o) "Plan" means this Director Stock Option Plan.

     (p) "Share" means a share of the Common Stock, as adjusted in accordance
with Section 10 of the Plan.

     (q) "Subsidiary" means a "subsidiary corporation," whether now or hereafter
existing, as defined in Section 424(f) of the Code.

3. Stock Subject to the Plan. Subject to the provisions of Section 10 of the
Plan, the maximum aggregate number of Shares which may be optioned and sold
under the Plan is 1,025,000 Shares of Common Stock (the "Pool"). The Shares may
be authorized, but unissued, or reacquired Common Stock.

If an Option expires or becomes unexercisable without having been exercised in
full, the unpurchased Shares which were subject thereto shall become available
for future grant or sale under the Plan (unless the Plan has terminated);
provided however, that Shares that have actually been issued under the Plan
shall not be returned to the Plan and shall not become available for future
distribution under the Plan.

4. Administration and Grants of Options under the Plan.

     (a) Procedure for Grants. The provisions set forth in this Section 4(a)
shall not be amended more than once every six months, other than to comport with
changes in the Code, the Employee Retirement Income Security Act of 1974, as
amended, or the rules thereunder. All grants of Options to Outside Directors
under this Plan shall be automatic and nondiscretionary and shall be made
strictly in accordance with the following provisions:

          (i) No person shall have any discretion to select which Outside
Directors shall be granted Options or to determine the number of Shares to be,
covered by Options granted to Outside Directors.

          (ii) Each Outside Director elected to the Board after June 1, 1996,
shall be automatically granted an Option to purchase 22,500 Shares.

          (iii) Each Outside Director shall be automatically granted an Option
to purchase 7,500 Shares (a "Subsequent Option") on the date of such Outside
Director's annual re-election to the Board, if on such date, he or she shall
have served on the Board for at least six (6) months.

          (iv) The terms of a First Option granted hereunder shall be as
follows:

               (A) the term of the First Option shall be ten (10) years;

               (B) the First Option shall be exercisable only while the Outside
Director remains a Director of the Company, except as set forth in Section 8
hereof;

               (C) the exercise price per Share shall be the Fair Market Value
per Share on the date of grant of the First Option; and

               (D) the First Option shall become exercisable as to 1/3rd of the
Shares subject to the First Option on each of the first, second and third
anniversaries of the date of grant.

          (v) The terms of a Subsequent Option granted hereunder shall be as
follows:

               (A) the term of the Subsequent Option shall be ten (10) years;


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               (B) the Subsequent Option shall be exercisable only while the
Outside Director remains a Director of the Company, except as set forth in
Section 8 hereof;

               (C) the exercise price per Share shall be the Fair Market Value
per Share on the date of grant of the Subsequent Option; and

               (D) the Subsequent Option shall become exercisable as to all of
the Shares subject to the Subsequent Option on the first anniversary of its date
of grant.

          (vi) In the event that any Option granted under the Plan would cause
the number of Shares subject to outstanding Options plus the number of Shares
previously purchased under Options to exceed the Pool, then the remaining Shares
available for Option grant shall be granted under Options to the Outside
Directors on a pro rata basis. No further grants shall be made until such time,
if any, as additional Shares, become available for grant under the Plan through
action of the shareholders to increase the number of Shares which may be issued
under the Plan or through cancellation or expiration of Options previously
granted hereunder.

5. Eligibility. Options may be granted only to Outside Directors. All Options
shall be automatically granted in accordance with the terms of Section 4 hereof.
An Outside Director who has been granted an Option may, if he or she is
otherwise eligible, be granted an additional Option or Options in accordance
with such term.

Neither the Plan nor any Option shall confer upon an Optionee any right to be
nominated or continue to serve as a Director, nor shall they interfere in any
way with any right that the Director or the Company may have to terminate the
Directors directorship at any time.

6. Term of Plan. The Plan shall become effective upon the earlier to occur of
the Plan's adoption by the Board or it's approval by the shareholders of the
Company as described in Section 16 of the Plan; provided, however, that the Plan
shall be null and void if an underwritten, initial public offering of the
Company's Common Stock does not occur before April 1, 1997. This Plan shall
continue in effect until March 31, 2015 unless sooner terminated under Section
11 of the Plan. Termination of this Plan shall not affect rights and obligations
heretofore granted under this Plan and then in effect.

7. Form of Consideration. The consideration to be paid for the Shares to be
issued upon exercise of an Option, including the method of payment, shall
consist of (i) cash, (ii) check, (iii) promissory note, (iv) other shares which
(x) in the case of Shares acquired upon exercise of an Option, have been owned
by the Optionee for more than six (6) months on the date of surrender, and (y)
have a Fair Market Value on the date of surrender equal to the aggregate
exercise price of the Shares as to which said Option shall be exercised, (v)
delivery of a properly executed exercise notice together with such other
documentation as the Company and the broker, if applicable, shall require to
affect an exercise of the Option and delivery to the Company of the sale or loan
proceeds required to pay the exercise price, or (vi) any combination of the
foregoing methods of payment.

8. Exercise of Option.

     (a) Procedure for Exercise; Rights as a Shareholder. Any Option granted
hereunder shall be exercisable at such times as are set forth in Section 4
hereof; provided, however, that no Options shall be exercisable until
shareholder approval of the Plan in accordance with Section 16 hereof has been
obtained.

An Option may not be exercised for a fraction of a Share.

An Option shall be deemed to be exercised when written notice of such exercise
has been given to the Company in accordance with the terms of the Option by the
person entitled to exercise the Option and fall payment for the Shares with
respect to which the Option is exercised has been received by the Company. Full
payment may consist of any consideration and method of payment allowable under
Section 7 of the Plan. Until the issuance (as evidenced by the appropriate,
entry on the books of the Company or of a duly authorized transfer agent of the
Company) of the stock certificate evidencing such Shares, no right to vote or
receive dividends or any other rights as a shareholder shall exist with respect
to the Optioned Stock, notwithstanding the exercise of the Option. A share
certificate for the number of Shares so acquired shall be issued to the Optionee
as soon as practicable after exercise of the Option. No


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adjustment shall be made for a dividend or other right for which the record date
is prior to the date the stock certificate is issued, except as provided in
Section 10 of the Plan.

Exercise of an Option in any manner shall result in a decrease in the number of
Shares which thereafter may be available, both for purposes of the Plan and for
sale under the Option, by the number of Shares as to which the Option is
exercised.

     (b) Rule 16b-3. Options granted to Outside Directors must comply with the
applicable provisions of Rule 16b-3 promulgated under the Exchange Act or any
successor thereto and shall contain such additional conditions or restrictions
as may be required thereunder to qualify Plan transactions, and other
transactions by Outside Directors that otherwise could be matched with Plan
transactions, for the maximum exemption from Section 16 of the Exchange Act.

     (c) Termination of Continuous Status as a Director. In the event an
Optionee's Continuous Status as a Director terminates (other than upon the
Optionee's death or total and permanent disability (as defined in Section
22(e)(3) of the Code)), the Optionee may exercise his or her Option, but only
within sixty (60) days from the date of such termination, and only to the extent
that the Optionee was entitled to exercise it on the date of such termination
(but in no event later than the expiration of its ten (10) year term). To the
extent that the Optionee was not entitled to exercise an Option on the date of
such termination, and to the extent that the Optionee does not exercise such
Option (to the extent otherwise so entitled) within the time specified herein,
the Option shall terminate.

     (d) Disability of Optionee. In the event Optionee's Continuous Status as a
Director terminates as a result of total and permanent disability (as defined in
Section 22(e)(3) of the Code) or such disability occurs within sixty (60) days
following the termination of Optionee's Continuous Status as a Director, the
Optionee may exercise his or her Option, but only within twelve (12) months from
the date of such termination, and only to the extent that the Optionee was
entitled to exercise it on the date of such termination (but in no event later
than the expiration of its ten (10) year term). To the extent that the Optionee
was not entitled to exercise an Option on the date of termination, or if he or
she does not exercise such Option (to the extent otherwise so entitled) within
the time specified herein, the Option shall terminate.

     (e) Death of Optionee. In the event of an Optionee's death during or within
sixty (60) days of the termination of Optionee's Continuous Status as a
Director, the Optionee's estate or a person who acquired the right to exercise
the Option by bequest or inheritance may exercise the Option, but only within
twelve (12) months following the date of death, and only to the extent that the
Optionee was entitled to exercise it on the date of death (but in no event later
than the expiration of its ten (10) year term). To the extent that the Optionee
was not entitled to exercise an Option on the date of death, and to the extent
that the Optionee's estate or a person who acquired the right to exercise such
Option does not exercise such Option (to the extent otherwise so entitled)
within the time specified herein, the Option shall terminate.

9. Non-Transferability of Options. The Option may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee.

10. Adjustments Upon Changes in Capitalization, Dissolution, Merger, Asset Sale
or Change of Control.

     (a) Changes in Capitalization. Subject to any required action by the
shareholders of the Company, the number of Shares covered by each outstanding
Option, the number of Shares which have been authorized for issuance under the
Plan but as to which no Options have yet been granted or which have been
returned to the Plan upon cancellation or expiration of an Option, the price per
Share covered by each such outstanding Option, and the number of Shares issuable
pursuant to the automatic grant provisions of Section 4 hereof shall be
proportionately adjusted for any increase or decrease in the number of issued
Shares resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued Shares effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Except as expressly provided herein, no
issuance by the Company of shares of stock of any class,


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or securities convertible into shares of stock of any class, shall affect, and
no adjustment by reason thereof shall be made with respect to, the number or
price of Shares subject to an Option.

     (b) Dissolution or Liquidation. In the event of the proposed dissolution or
liquidation of the Company, to the extent that an Option has not been previously
exercised, it shall terminate immediately prior to the consummation of such
proposed action.

     (c) Merger or Asset Sale. In the event of a merger of the Company with or
into another corporation, or the sale of substantially all of the assets of the
Company, each outstanding option may be assumed or an equivalent option may be
substituted by the successor corporation or a Parent or Subsidiary of the
successor corporation. In the event that the successor corporation does not
agree to assume the Option or to substitute an equivalent option, each
outstanding Option shall become fully vested and exercisable, including as to
Shares as to which it would not otherwise be exercisable. If an Option becomes
fully vested and exercisable upon a merger or sale of assets, the Board shall
notify the Optionee that the Option shall be fully exercisable for a period of
thirty (30) days from the date of such notice, and the Option shall terminate
upon the expiration of such period. For the purpose of this paragraph, an Option
shall be considered assumed if, following, the merger or sale of assets, the
Option confers the right to purchase or receive, for each Share of Optioned
Stock subject to the Option immediately prior to the merger or sale of assets,
the consideration (whether stock, cash, or other securities or property)
received in the merger or sale of assets by holders of Common Stock for each
Share held on the effective date of the transaction (and if holders were offered
a choice of consideration, the type of consideration chosen by the holders of a
majority of the outstanding Shares).

11. Amendment and Termination of the Plan.

     (a) Amendment and Termination of the Plan. Except as set forth in Section
4, the Board may at any time amend, alter, suspend, or discontinue the Plan, but
no amendment, alteration, suspension, or discontinuation shall be made which
would impair the rights of any Optionee under any grant theretofore made,
without his or her consent. In addition, to the extent necessary and desirable
to comply with Rule 16b-3 under the Exchange Act (or any other applicable law or
regulation), the Company shall obtain shareholder approval of any Plan amendment
in such a manner and to such a degree as required.

     (b) Effect of Amendment or Termination. Any such amendment or termination
of the Plan shall not affect Options already granted, and such Options shall
remain in full force and effect as if this Plan had not been amended or
terminated.

     (c) Shareholder Approval Required. 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 option, including a
stock appreciation right, with an exercise price that is less than 100% of the
fair market value of the underlying stock on the date of grant; or (ii) reduce
the exercise price of any stock option, including a stock appreciation right,
outstanding or to be granted in the future; cancel and re-grant options at a
lower exercise price (including entering into any "6 month and 1 day"
cancellation and re-grant scheme), whether or not the cancelled options are put
back into the available pool for grant; replace underwater options with
restricted stock in an exchange, buy-back or other scheme; or replace any
options with new options having a lower exercise price or accelerated vesting
schedule in an exchange, buy-back or other scheme. This Section 11(c) 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.

12. Time of Granting Options. The date of grant of an Option shall, for all
purposes, be the date determined in accordance with Section 4 hereof.

13. Conditions Upon Issuance of Shares. Shares shall not be issued pursuant to
the exercise of an Option unless the exercise of such Option and the issuance
and delivery of such Shares pursuant thereto shall comply with all relevant
provisions of law, including, without limitation, the Securities Act of 1933, as
amended, the Exchange Act, the rules and regulations promulgated thereunder,
state securities laws, and the requirements of any stock exchange upon which the
Shares may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.


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As a condition to the exercise of an Option, the Company may require the person
exercising such Option to represent and warrant at the time of any such exercise
that the Shares are being purchased only for investment and without any present
intention to sell or distribute such Shares, if, in the opinion of counsel for
the Company, such a representation is required by any of the aforementioned
relevant provisions of law.

The inability of the Company to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Company's counsel to be necessary
to the lawful issuance and sale of any Shares hereunder, shall relieve the
Company of any liability in respect of the failure to issue or sell such Shares
as to which such requisite authority shall not have been obtained.

14. Reservation of Shares. The Company, during the term of this Plan, shall at
all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

15. Option Agreement. Options shall be evidenced by written option agreements in
such form as the Board shall approve.

16. Shareholder Approval. Continuance of the Plan shall be subject to approval
by the shareholders of the Company at or prior to the first annual meeting of
shareholders held subsequent to the granting, of an Option hereunder. Such
shareholder approval shall be obtained in the degree and manner required under
applicable state and federal law.


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