**Exhibit10.49****FIFTH AMENDED REGISTRATION RIGHTS AGREEMENT**     **THIS FIFTH AMENDED REGISTRATION RIGHTS AGREEMENT**(the **“Agreement”**) is entered into as of June1, 2007, by and among **Sutura, Inc.**, a Delaware corporation (the **“Company”**), **Pandora Select PartnersL.P.**, a British Virgin Islands limited partnership (“**Pandora**”), **Whitebox Hedged High Yield PartnersL.P.**, a British Virgin Islands limited partnership (**“WHHY”**), **Whitebox Convertible ArbitragePartners L.P.**, a British Virgin Islands limited partnership (“**WCAP**”), **Whitebox Intermarket PartnersL.P.**, a British Virgin Islands limited partnership (“**WIP**”), **Gary S. Kohler**(“**Kohler**”), and **Scot W.Malloy**(“**Malloy**”), each residents of the State of Minnesota, and Synapse Capital, LLC, aCalifornia limited liability company, as agent (“**Synapse**”). Pandora, WHHY, WCAP, WIP arecollectively referred to herein as “**Whitebox**.” Whitebox, Kohler and Malloy are individuallyreferred to herein as an **“Investor”**and together as the “**Investors**.”**RECITALS**     **A. **The Company and Investors entered into a Purchase Agreement dated September 17, 2004 (the"**Original Purchase Agreement"**), pursuant to which the Investors each purchased a convertiblepromissory note (each, an “**Original Note**” and together, the “**Original Notes**”) and a warrant topurchase shares of the Company’s Common Stock (each, an “**Original Warrant”**and together, the"**Original Warrants**”) from the Company in consideration of a collective $6,550,000 loan (the“**Original Loan**”).     **B. **As a condition to the Original Loan, the Company granted certain registration rights withrespect to the shares of the Company’s Common Stock issuable upon conversion of the Original Notesand exercise of the Original Warrants pursuant to the terms of a Registration Rights Agreementdated September 17, 2004 (the “**Original Registration Rights Agreement**”).     **C**. The Company and Whitebox entered into a second Purchase Agreement dated March 24, 2005 (the“**Second Purchase Agreement**”), pursuant to which Whitebox additional convertible promissory notes(each, a “**March 2005 Note**” and together, the “**March 2005 Notes**”) and an additional warrants topurchase the Company’s Common Stock (each, a “**March 2005 Warrant**” and together, the “**March 2005Warrants**”) in consideration of a collective $3,000,000 new loan (the “**March 2005 Loan**”).     **D**. The Company and the Investors entered into an Amended Registration Rights Agreement datedMarch 24, 2005 (the “**March 2005 Registration Rights Agreement**”).     **E. **The Company and Whitebox entered into a third Purchase Agreement dated as of September 7,2005 (the “**Third Purchase Agreement**”), pursuant to which Whitebox is purchasing additionalconvertible promissory notes (each, a “**September 2005 Note**” and together, the “**September 2005Notes**”) and additional warrants to purchase the Company’s Common Stock (each, a “**September 2005Warrant**” and together, the “**September 2005 Warrants**”) in consideration of a collective $7,000,000new loan (the “**August 2005 Loan**”)     **F. **Effective on August 19, 2005 (the “**Effective Date**”), Sutura, Inc., a Delaware corporation(**“Premerger Sutura"**) merged (**the “Merger"**) with and into Technology Visions
 

 
Group, Inc., a Delaware corporation (the “**TVG**”), pursuant to which the separate existence ofPremerger Sutura ceased and TVG continued as the surviving corporation. As part of the Merger, thename of TVG was changed to Sutura, Inc. (the **“Company"**).     **G. **The Company and Investors entered into a Second Amended Registration Rights Agreement datedSeptember 7, 2005 (the “**September 2005 Registration Rights Agreement**”).     **H**. The Company and Whitebox entered into a Fourth Purchase Agreement dated as of August 25,2006 (the **“Fourth Purchase Agreement"**) pursuant to which Whitebox purchased an aggregate62,180,556 shares of the Company’s Common Stock and warrants to purchase shares of the Company’sCommon Stock for an aggregate consideration of $4,974,444.44 (the **“August Warrants”**).     **I. **The Company and Investors entered into a Third Amended Registration Rights Agreement datedAugust 25, 2006 (the “**August 2006 Registration Rights Agreement**”).     **I**. The Company and Whitebox entered into a Fifth Purchase Agreement dated as of December 13,2006 (the **“Fifth Purchase Agreement"**) pursuant to which Whitebox purchased secured convertiblepromissory notes in consideration of a collective loan of $3,000,000 (collectively, the “NewLoan”).     **J**. The Company and Investors entered into a Fourth Amended Registration Rights Agreement datedDecember 13, 2006 (the “**December 2006 Registration Rights Agreement**”) which superseded and replacedthe August 2006 Registration Rights Agreement..     **K. **On the date hereof Sutura and Synapse have entered into a Settlement Agreement of even dateherewith with certain other parties signatory thereto pursuant to which Sutura has issued toSynapse (as agent for certain other parties to the Settlement Agreement) a convertible promissorynote (the “**Synapse Note**”) in the principal amount of $400,000.     **L. **The Company, the Investors and Synapse desire to enter this Agreement relating to theregistration rights to be granted to the Investors and Synapse and desire that this Agreementsupersede and replace the December 2006 Registration Rights Agreement.     **NOW, THEREFORE**, in consideration of the foregoing and of the mutual promises and covenantscontained in this Agreement, and for other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the parties, intending to be legally bound, herebyagree as follows:**ARTICLE 1.**