EXHIBIT 10.2

                          REGISTRATION RIGHTS AGREEMENT

     This  REGISTRATION  RIGHTS  AGREEMENT  (this  "Agreement")  is  made  as of
September 5, 2002 by and among EP  MEDSYSTEMS,  INC.,  a New Jersey  corporation
(the "Company"),  BOSTON SCIENTIFIC CORPORATION, a Delaware corporation ("BSC"),
and each person or entity that  subsequently  becomes a party to this  Agreement
pursuant to, and in  accordance  with,  the  provisions  of Section 12(c) hereof
(each  individually  a "BSC Permitted  Transferee"  and  collectively,  the "BSC
Permitted Transferees").

     WHEREAS,  the  Company  has  agreed to issue  and sell to BSC,  and BSC has
agreed to purchase  from the Company,  a number of shares (the  "Shares") of the
Company's  common  stock,  no par value per share (the  "Common  Stock"),  to be
determined  upon the  occurrence  of certain  contingencies,  upon the terms and
conditions  set forth in that certain Stock  Purchase  Agreement,  dated of even
date herewith, between the Company and BSC (the "Stock Purchase Agreement"); and

     WHEREAS, the terms of the Stock Purchase Agreement provide that it shall be
a condition  precedent to the closing of the  transactions  thereunder,  for the
Company and BSC to execute and deliver this  Agreement and for this Agreement to
remain in full force and effect.

     NOW,  THEREFORE,  in  consideration  of the premises  and mutual  covenants
contained herein, the parties hereto hereby agree as follows:

     1.  DEFINITIONS.  The  following  terms  shall have the  meanings  provided
therefor below or elsewhere in this Agreement as described below:

     "Affiliate"  means,  with  respect to any  person or entity,  any person or
entity  that,  directly  or  indirectly,  through  one or  more  intermediaries,
controls,  is controlled  by, or is under common  control  with,  such person or
entity.

     "Closing"  shall  have  the  meaning  ascribed  to such  term in the  Stock
Purchase Agreement.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

     "License Agreement" shall mean that certain License, Development and Supply
Agreement, dated of even date herewith, between the Company and BSC.

     "person"  (whether such term is  capitalized  or not) means an  individual,
corporation,  partnership,  limited liability company, joint venture, syndicate,
person (including, without limitation, a "person" as defined in Section 13(d)(3)
of the Exchange Act), trust, association or entity.

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                                      -2-

     "Program"  shall  have the  meaning  ascribed  to such term in the  License
Agreement.

     "Registrable Shares" shall mean, at the relevant time of reference thereto,
the Shares then held by BSC or any of its  Affiliates  (including  any shares of
capital  stock that were issued in respect  thereof  pursuant to a stock  split,
stock dividend, recombination, reclassification or the like).

     "Rule 144" shall mean Rule 144 promulgated under the Securities Act and any
successor or substitute rule, law or provision.

     "SEC" shall mean the Securities and Exchange Commission.

     "Securities Act" shall mean the Securities Act of 1933, as amended.

     2.   DEMAND REGISTRATION.

     (a) Subject to the  limitations  contained  in this  Section 2, at any time
after the  earliest  to occur of:  (i)  completion  of the Third  Milestone  (as
defined  in the Stock  Purchase  Agreement),  (ii)  termination  of the  License
Agreement  in  accordance  with  Section  11.2(a)  thereof,  or (iii)  the first
anniversary  of the date hereof,  BSC may notify the Company in writing that BSC
desires that the Company prepare and file with the SEC a registration  statement
on Form S-3 for the purpose of  registering  under the Securities Act all of the
Registrable Shares for resale by, and for the account of, BSC and its Affiliates
as  selling   stockholders   thereunder   (each,  a  "Demand  S-3   Registration
Statement").  As  promptly as  possible,  but in no event later than thirty (30)
days from the date of such  written  notice from BSC,  the Company  shall file a
Demand S-3 Registration Statement.  Each Demand S-3 Registration Statement shall
permit BSC to offer and sell, on a delayed or continuous  basis pursuant to Rule
415 under the Securities Act, any or all of the Registrable Shares. In addition,
in the event that BSC or its Affiliates then holds any other Registrable  Shares
that are not then  eligible for sale  pursuant to another  effective  Demand S-3
Registration  Statement,  such  Demand  S-3  Registration  Statement  shall also
register such additional  Registrable Shares for such resale. The Company agrees
to use its best  efforts to cause  each  Demand S-3  Registration  Statement  to
become effective as soon as practicable after filing,  but in any event no later
than sixty (60) days after  filing.  The Company  shall only be required to keep
each Demand S-3  Registration  Statement  effective until the earlier of (i) the
date when all of the Registrable  Shares  registered  thereunder shall have been
sold or (ii) the  second  anniversary  of the  final  Closing  under  the  Stock
Purchase  Agreement.  The offer and sale of the  Registrable  Shares pursuant to
each Demand S-3 Registration  Statement shall not be  underwritten.  Each Demand
S-3  Registration  Statement  shall  include  a  Plan  of  Distribution  section
substantially in the form of Exhibit A attached hereto.

     (b)  Notwithstanding  anything in this  Section 2 to the  contrary,  if the
Company  shall  furnish to BSC a  certificate  signed by the  President or Chief
Executive  Officer of the Company  stating  that the Board of  Directors  of the
Company has made the good faith  determination  (i) that continued use by BSC of
any registration statement filed by the Company pursuant to Section 2 hereof for
purposes of effecting  offers or sales of Registrable  Shares  pursuant  thereto
would  require,   under  the  Securities  Act  and  the  rules


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and regulations promulgated thereunder, premature disclosure in the registration
statement  (or  the  prospectus   relating   thereto)  of  material,   nonpublic
information  concerning  the Company,  its business or prospects or any proposed
material transaction  involving the Company, (ii) that such premature disclosure
could be  materially  adverse to the  Company,  its business or prospects or any
such proposed material transaction or would make the successful  consummation by
the Company of any such material transaction significantly less likely and (iii)
that it is therefore  essential  to suspend the use by BSC of such  registration
statement (and the prospectus relating thereto) for purposes of effecting offers
or sales of Registrable  Shares pursuant  thereto,  then the right of BSC to use
such registration  statement (and the prospectus  relating thereto) for purposes
of effecting  offers or sales of Registrable  Shares  pursuant  thereto shall be
suspended for a period (the "Suspension  Period") of not more than 30 days after
delivery by the  Company of the  certificate  referred to above in this  Section
2(b), provided, that the Company shall provide BSC with no less than twenty-four
(24) hours prior written notice of any Suspension Period, and provided, further,
that  for the  duration  of  such  Suspension  Period,  all  other  registration
statements (and the prospectus relating thereto) then effective for the purposes
of effecting  offers or sales of the securities of the Company will be similarly
suspended.  During  the  Suspension  Period,  BCS  shall  not  offer or sell any
Registrable  Shares pursuant to or in reliance upon such registration  statement
(or the prospectus  relating  thereto).  The Company agrees that, as promptly as
practicable  after the  consummation,  abandonment  or public  disclosure of the
event  or  transaction  that  caused  the  Company  to  suspend  the  use of the
registration  statement (and the prospectus  relating  thereto) pursuant to this
Section  2(b),  the Company  will  provide  BSC with  revised  prospectuses,  if
required,  and will  notify  BSC of its  ability  to  effect  offers or sales of
Registrable Shares pursuant to or in reliance upon such registration  statement.
Notwithstanding  the foregoing,  the Company shall not be entitled to Suspension
Periods totaling more than 30 days in any twelve (12) month period.

     (c)  The  Company  shall  not be  required  to  effect  more  than  two (2)
registrations pursuant to this Section 2.

     (d)  Notwithstanding  anything to the contrary expressed or implied in this
Agreement,  if Form S-3 or any substitute  form is not then available or becomes
unavailable for the registration of such Registrable Shares that would otherwise
have been  registered  by BSC pursuant to this  Section 2, the Company  shall be
obligated  to  as  promptly  as  practicable   thereafter  prepare  and  file  a
registration  statement  on Form S-1 or Form  SB-2,  as the case may be, and the
provisions of this Section 2 shall govern and apply to such registration on Form
S-1 or SB-2; provided,  in the event the Company is obligated to use Form S-1 or
Form SB-2,  the Company  shall file such  Registration  Statement on Form S-1 or
Form SB-2 in no event later than  forty-five  (45)days  from the date of written
notice  from BSC,  notwithstanding  anything  to the  contrary  in Section  2(a)
hereof.

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     3.   "PIGGYBACK REGISTRATION".

     (a) If,  at any time  commencing  six  months  after the date  hereof  (the
"Commencement  Date") and continuing  until the second  anniversary of the final
Closing under the Stock Purchase Agreement, the Company proposes to register any
of its Common Stock under the Securities  Act,  whether as a result of a primary
or secondary offering of Common Stock or pursuant to registration rights granted
to holders of other  securities  of the Company (but  excluding in all cases (i)
any  registration  pursuant to Section 2 hereof,  (ii) any  registrations  to be
effected on Forms S-4 or S-8 or other  applicable  successor Forms, or (iii) the
Form SB-2 filed by the Company on July 30, 2002 in connection with the offer and
sale by Fusion  Capital Fund II, LLC of up to 2,700,00  shares of Common Stock),
the Company  shall,  each such time,  give to BSC prompt  written  notice of its
intent to do so. Upon the written  request of BSC given within 20 days after the
giving of any such notice by the Company, the Company shall use its best efforts
to cause to be included in such registration any Registrable Shares requested by
BSC to be  registered  thereunder;  provided (i) BSC agrees to sell those of its
Registrable Shares to be included in such registration in the same manner and on
the same terms and  conditions  as the other  shares of Common  Stock  which the
Company proposes to register,  and (ii) if the registration is to include shares
of  Common  Stock  to be sold  for  the  account  of the  Company  or any  party
exercising demand  registration  rights pursuant to any other agreement with the
Company,  the proposed managing  underwriter does not advise the Company that in
its opinion the inclusion of the  Registrable  Shares  (without any reduction in
the  number of shares to be sold for the  account  of the  Company or such party
exercising  demand  registration  rights)  is likely to  affect  materially  and
adversely  the success of the  offering or the price that would be received  for
any shares of Common Stock offered,  in which case the rights of BSC shall be as
provided in Section 3(b) hereof.

     (b) If a registration pursuant to Section 3 hereof involves an underwritten
offering and the managing  underwriter shall advise the Company in writing that,
in its  opinion,  the number of shares of Common  Stock  requested  by BSC to be
included in such  registration is likely to affect  materially and adversely the
success of the  offering or the price that would be  received  for any shares of
Common Stock offered in such offering, then, notwithstanding anything in Section
3 to the  contrary,  the  Company  shall  only be  required  to  include in such
registration,  to the extent of the number of shares of Common  Stock  which the
Company is so advised  can be sold in such  offering,  (i) first,  the number of
shares of Common  Stock  proposed to be included  in such  registration  for the
account of the Company and/or any  stockholders  of the Company (other than BSC)
that  have  exercised  demand  registration   rights,  in  accordance  with  the
priorities,  if any, then existing among the Company and/or such stockholders of
the Company with  registration  rights  (other than BSC),  and (ii) second,  the
shares of Common  Stock  requested  to be included in such  registration  by all
other  stockholders  of the  Company  who  have  piggyback  registration  rights
(including,  without  limitation,  BSC), pro rata among such other  stockholders
(including,  without  limitation,  BSC) on the basis of the  number of shares of
Common Stock that each of them requested to be included in such registration.

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                                      -5-

     (c) In connection  with any offering  involving an  underwriting of shares,
the Company shall not be required under Section 3 hereof or otherwise to include
any Registrable Shares of BSC therein unless BSC accepts and agrees to the terms
of the  underwriting,  which shall be reasonable and  customary,  as agreed upon
between the Company and the underwriters selected by the Company.

     (d) No registration  effected  pursuant to this Section 3 shall relieve the
Company of its  obligations  to effect the  required  registrations  pursuant to
Section 2.

     (e)  The  Company  may  at  any  time  delay  or  withdraw  a  registration
contemplated by this Section 3 or otherwise elect to cause such registration not
to become effective.

     4.  OBLIGATIONS  OF THE  COMPANY.  Whenever  the Company is required  under
Section 2 or 3 hereof  to  effect  the  registration  of any of the  Registrable
Shares of BSC, the Company shall, as expeditiously as practicable:

     (a) Prepare and file with the SEC a registration  statement with respect to
such  Registrable  Shares and use its best  efforts  to cause such  registration
statement  to become  and remain  effective  for the period of time set forth in
Section 2(a) or, in the case of  registrations  effected  pursuant to Section 3,
the  earlier of at least 120 days or until BSC has  completed  the  distribution
described in the registration  statement  relating thereto;  provided,  however,
that in the case of any registration on Form S-3 of Registrable  Shares that are
intended to be offered on a continuous  or delayed  basis,  such 120-day  period
shall be extended to keep the registration statement effective until all of such
Registrable  Shares are sold if Rule 415, or any successor rule or statute under
the Securities Act, permits an offering on a continuous or delayed basis;

     (b) Prepare and file with the SEC such  amendments and  supplements to such
registration statement and the prospectus used in connection therewith as may be
necessary to comply with the  provisions of the  Securities  Act with respect to
the  disposition  of  all  Registrable   Shares  covered  by  such  registration
statement;

     (c) Notify BSC promptly and, if  requested,  confirm such advice in writing
(i)  when  a   registration   statement  has  become   effective  and  when  any
post-effective  amendments and supplements thereto become effective, and (ii) of
the  issuance by the SEC or any state  securities  commission  of any stop order
suspending the effectiveness of a registration statement;

     (d)  Furnish  to BSC such  number of copies of a  prospectus,  including  a
preliminary  prospectus,  in conformity with the  requirements of the Securities
Act,  and  such  other  documents  (including,  without  limitation,  prospectus
amendments  and  supplements  as are prepared by the Company in accordance  with
Section 4(e) below) as BSC may  reasonably  request in order to  facilitate  the
disposition of such Registrable Shares;

     (e) Notify BSC, at any time when a prospectus relating to such registration
statement is required to be delivered under the Securities Act, of the happening
of any event as a result of which the prospectus included in or relating to such
registration  statement contains an untrue statement of a material fact or omits
any  fact  necessary  to  make  the


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                                      -6-

statements therein not misleading; and, thereafter, the Company will, subject to
the provisions of Section 2(b),  promptly  prepare (and,  when  completed,  give
notice  to BSC) a  supplement  or  amendment  to such  prospectus  so  that,  as
thereafter  delivered  to  the  purchasers  of  such  Registrable  Shares,  such
prospectus  will not contain an untrue  statement of a material  fact or omit to
state any fact necessary to make the statements therein not misleading; provided
that  upon  such  notification  by the  Company,  BSC  will  not  offer  or sell
Registrable  Shares  until the Company has  notified  BSC that it has prepared a
supplement  or  amendment  to  such  prospectus  and  delivered  copies  of such
supplement  or amendment to BSC (it being  understood  and agreed by the Company
that the  foregoing  proviso  shall in no way diminish or  otherwise  impair the
Company's  obligation,  subject to the  provisions  of Section 2(b), to promptly
prepare a prospectus  amendment or supplement as above  provided in this Section
4(e) and deliver copies of same as above provided in Section 4(d) hereof);

     (f) Use its best efforts to register and qualify  such  Registrable  Shares
under such other securities or Blue Sky laws of such  jurisdictions as BSC shall
reasonably  request  and do any  and  all  other  acts or  things  which  may be
reasonably necessary or advisable to enable BSC to consummate the public sale or
other disposition in such jurisdiction of Registrable Shares,  provided that the
Company shall not be required in connection  therewith or as a condition thereto
to qualify to do business or to file a general  consent to service of process in
any such states or  jurisdictions  where it is not then  qualified or subject to
process;

     (g) Use its best  efforts to cause all  Registrable  Shares to be listed on
the  Nasdaq  Stock  Market  and on any  national  securities  exchange  or other
automated  over-the-counter  trading  system on which the  Common  Stock is then
traded;

     (h) In the event  that the  Registrable  Shares  are to be sold  through an
underwritten  public offering,  enter into and perform its obligations  under an
underwriting   agreement,  in  usual  and  customary  form,  with  the  managing
underwriter of such offering;

     (i) In the event  that the  Registrable  Shares  are to be sold  through an
underwritten public offering,  use its best efforts to furnish, on the date that
such Registrable Shares are delivered to the underwriters for sale in connection
with a  registration  pursuant to  Sections 2 or 3, (i) an  opinion,  dated such
date,  of the  counsel  representing  the  Company  for  the  purposes  of  such
registration,  in form and substance as is customarily  given to underwriters in
an  underwritten  public  offering,  addressed to the  underwriters,  and (ii) a
letter,  dated such date, from the independent  certified public  accountants of
the Company  addressed to the  underwriters,  stating that such  accountants are
independent  public accountants within the meaning of the Securities Act and the
applicable published rules and regulations thereunder, and otherwise in form and
in substance as is customarily given by independent certified public accountants
to underwriters in connection with an underwritten public offering;

     (j) Cooperate with BSC and the managing underwriter,  if any, to facilitate
the timely  preparation and delivery of certificates not bearing any restrictive
legends  representing  the  Registrable  Shares  to  be  sold,  and  cause  such
Registrable  Shares to be issued in such  denominations  and  registered in such
names  in  accordance  with  the  underwriting  agreement  prior  to any sale of
Registrable Shares to the underwriters or, if not

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an  underwritten  offering,  in  accordance  with  the  instructions  of BSC and
instruct any transfer agent and registrar of  Registrable  Shares to release any
stop transfer orders in respect thereto;

     (k) Provide and cause to be  maintained a transfer  agent and registrar for
all such  Registrable  Shares covered by such  registration  statement not later
than the effective date of such Registration Statement;

     (l) Deliver promptly to BSC's counsel and each underwriter,  if any, copies
of all correspondence  between the SEC and the Company,  its counsel or auditors
and all memoranda relating to discussions with the SEC or its staff with respect
to the registration  statement,  other than those portions of any such memoranda
which contain information  subject to attorney-client  privilege with respect to
the Company, and, upon receipt of such confidentiality agreements as the Company
may reasonably request,  make reasonably  available for inspection by BSC or its
counsel,  by any  underwriter,  if any,  participating  in any disposition to be
effected pursuant to such registration statement and any attorney, accountant or
other agent retained by any such underwriter,  all pertinent financial and other
records,  pertinent corporate documents and properties of the Company, and cause
all of the Company's officers, directors and employees to supply all information
reasonably  requested  by BSC or its  counsel  or  such  underwriter,  attorney,
accountant or agent in connection with such registration statement;

     (m) Use its  reasonable  best efforts to obtain the withdrawal of any order
suspending the effectiveness of the registration statement; and

     (n) Upon  written  request,  furnish  to BSC  without  charge  at least one
conformed copy of the registration  statement and any post-effective  amendments
thereto,   including   financial   statements  and   schedules,   all  documents
incorporated therein by reference and all exhibits (including those incorporated
by reference).

     5.  FURNISH  INFORMATION.   It  shall  be  a  condition  precedent  to  the
obligations  of the Company to take any action  pursuant to this  Agreement that
BSC shall furnish to the Company such  information  as may be required under the
Securities Act and other  applicable laws to permit any  registration  statement
employed to register the Registrable  Shares to be filed in accordance with Rule
415 under  the  Securities  Act (or any  successor  provision),  if such Rule is
available to the Company,  and such  information  regarding BSC, the Registrable
Shares,  the intended methods of disposition of the Registrable  Shares and such
other  information as, in the reasonable  opinion of counsel to the Company,  is
necessary  to enable  the  Company to cause such  registration  statement  to be
properly  prepared and filed in accordance  with  applicable  laws and to obtain
acceleration of the effective date hereof.

     6. EXPENSES OF  REGISTRATION.  The Company  shall pay all expenses  arising
from or incident to its  performance  of, or compliance  with,  this  Agreement,
including (i) SEC, stock exchange and NASD  registration  and filing fees,  (ii)
all fees and expenses  incurred in complying with securities or "blue sky" laws,
(iii) all printing,  messenger and delivery expenses, and (iv) the fees,

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charges and  expenses of counsel to the  Company and of its  independent  public
accountants and any other accounting fees,  charges and expenses incurred by the
Company  (including any expenses  arising from any "cold comfort" letters or any
special audits incident to or required by any  registration  or  qualification),
regardless of whether such Registration Statement is declared effective.  All of
the expenses  described in the preceding sentence of this Section 6 are referred
to herein as "Registration  Expenses."  Notwithstanding the foregoing, BSC shall
bear the  expense  of any  broker's  commission  or  underwriter's  discount  or
commission relating to the registration and sale of Registrable Shares, the cost
of its own counsel and accountants as well as any transfer taxes applying to any
Registrable Shares sold in a registration of the Company's securities.

     7. DELAY OF  REGISTRATION.  BSC and the Company (other than with respect to
Sections  2(b) and  4(e))  shall  not take any  action  to  restrain,  enjoin or
otherwise delay any  registration  as the result of any controversy  which might
arise with respect to the interpretation or implementation of this Agreement.

     8. LIMITATIONS ON SUBSEQUENT  REGISTRATION  RIGHTS.  The Company shall not,
without the prior written  consent of BSC, enter into any agreement  (other than
this Agreement)  with any holder or prospective  holder of any securities of the
Company  which  would  allow  such  holder  or  prospective  holder  to  include
securities of the Company in any Registration Statement filed under Section 2 or
3,  unless,  under the terms of such  agreement  the  rights of such  holders to
include  securities in a registration filed by the Company are no more favorable
to such holders than the rights  granted to BSC and its Affiliates as holders of
Registrable Shares under Sections 2 and 3.

     9.  INDEMNIFICATION.  In the event that any  Registrable  Shares of BSC are
included in a registration statement pursuant to this Agreement:

     (a) To the fullest extent  permitted by law, the Company will indemnify and
hold harmless BSC, any  underwriter  (as defined in the Securities  Act) for the
Company,  and each officer,  director,  fiduciary  and employee (and  affiliates
thereof) of BSC (each, a "BSC  Affiliate") or such  underwriter,  each broker or
other person  acting on behalf of BSC and each person,  if any, who controls BSC
or such  underwriter  within the  meaning of the  Securities  Act,  against  any
losses,  claims,  damages or  liabilities,  joint or several,  to which they may
become subject under the  Securities  Act or otherwise,  insofar as such losses,
claims,  damages or liabilities (or actions in respect  thereof) arise out of or
are based upon any untrue or  alleged  untrue  statement  of any  material  fact
contained in such registration  statement,  including any preliminary prospectus
or final prospectus  contained therein or any amendments or supplements thereto,
or arise out of or are based  upon the  omission  or alleged  omission  to state
therein a material fact required to be stated therein,  or necessary to make the
statements  therein  not  misleading,  or any  violation  by the  Company of the
Securities  Act, the Exchange  Act or the or state  securities  or blue sky laws
applicable  to the Company  and  leading to action or  inaction  required of the
Company  in  connection  with such  registration  or  qualification  under  such
Securities  Act or state  securities  or blue sky laws;  and will  reimburse  on
demand to BSC, such underwriter, such broker or other person acting on behalf of
BSC or such officer,  director,  fiduciary,  or employee (or affiliates thereof)
for any legal or other expenses reasonably incurred by any of them in connection
with  investigating  or defending  any such loss,  claim,  damage,  liability or
action,  subject to the

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provisions  of Section 9(c);  provided,  however,  that the indemnity  agreement
contained in this Section 9(a) shall not apply to amounts paid in  settlement of
any such loss, claim, damage, liability or action if such settlement is effected
without the  consent of the Company  (which  consent  shall not be  unreasonably
withheld),  nor shall the  Company be liable in any such case for any such loss,
damage, liability or action to the extent that it arises out of or is based upon
an untrue  statement or alleged untrue  statement or omission made in connection
with such registration statement,  preliminary prospectus,  final prospectus, or
amendments or  supplements  thereto,  in reliance  upon and in  conformity  with
written  information  furnished  expressly  for  use  in  connection  with  such
registration  by  BSC,  any  underwriter  for  BSC,  an  BSC  Affiliate  or  any
controlling person with respect to BSC.

     (b) To the fullest  extent  permitted by law, BSC will  indemnify  and hold
harmless the Company,  each of its directors and officers,  each person, if any,
who  controls  the Company  within the meaning of the  Securities  Act,  and any
underwriter for the Company (within the meaning of the Securities Act),  against
any  losses,  claims,  damages or  liabilities  to which the Company or any such
director,  officer,  controlling  person,  or underwriter may become subject to,
under the Securities Act or otherwise,  insofar as such losses,  claims, damages
or  liabilities  (or actions in respect  thereto) arise out of or are based upon
any untrue or alleged  untrue  statement of any material fact  contained in such
registration statement, including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements  thereto,  or arise out of or
are based upon the omission or alleged omission to state therein a material fact
required to be stated  therein or necessary to make the  statements  therein not
misleading,  in each  case only to the  extent  that such  untrue  statement  or
alleged  untrue  statement  or  omission  or alleged  omission  was made in such
registration statement,  preliminary prospectus, final prospectus, or amendments
or  supplements  thereto,  in  reliance  upon  and in  conformity  with  written
information  furnished by BSC, any underwriter for BSC, any BSC Affiliate or any
controlling  person with respect to BSC,  expressly for use in  connection  with
such registration;  and BSC will reimburse on demand any legal or other expenses
reasonably  incurred by the Company or any such director,  officer,  controlling
person or underwriter  in connection  with  investigating  or defending any such
loss, claim, damage,  liability or action,  subject to the provisions of Section
9(c), provided,  however,  that the maximum amount of liability of BSC hereunder
shall be limited to the proceeds (net of underwriting discounts and commissions,
if any) actually received by BSC from the sale of Registrable  Shares covered by
such registration statement.

     (c) Promptly after receipt by an indemnified  party under this Section 9 of
notice of the  commencement  of any action,  such  indemnified  party will, if a
claim in respect thereof is to be made against any indemnifying party under this
Section 9, notify the indemnifying party in writing of the commencement  thereof
and the  indemnifying  party shall have the right to  participate in and, to the
extent the indemnifying party desires, jointly with any other indemnifying party
similarly  noticed,  to assume at its expense the defense  thereof  with counsel
selected  by  the  indemnifying   party  and  reasonably   satisfactory  to  the
indemnified party; provided,  however, that, if any indemnified party shall have
reasonably  concluded that there may be one or more legal defenses  available to
such indemnified party which are different from or additional to those available
to the  indemnifying  party, or that such claim or litigation  involves or could
have an effect upon matters beyond the scope of

<PAGE>
                                      -10-

the indemnity agreement provided in this Section 9, the indemnifying party shall
not have the  right to  assume  the  defense  of such  action  on behalf of such
indemnified  party, and such indemnifying party shall reimburse such indemnified
party  and any  person  controlling  such  indemnified  party  for the  fees and
expenses of counsel  retained  by the  indemnified  party  which are  reasonably
related to the  matters  covered by the  indemnity  agreement  provided  in this
Section 9. Subject to the foregoing,  an indemnified  party shall have the right
to employ separate  counsel in any such action and to participate in the defense
thereof but the fees and expenses of such counsel shall not be at the expense of
the  Company.  The  failure  to notify an  indemnifying  party  promptly  of the
commencement  of any such action,  if materially  prejudicial  to his ability to
defend such action,  shall relieve such  indemnifying  party of any liability to
the  indemnified  party under this  Section 9, but the omission so to notify the
indemnifying  party will not relieve him of any  liability  which he may have to
any indemnified party otherwise other than under this Section 9.

     10. REPORTS UNDER THE EXCHANGE ACT. With a view to making  available to BSC
the use of  Sections 2 and 3 hereof and the  benefits  of Rule 144 and any other
rule or regulation of the SEC that may at any time permit BSC to sell the Shares
to the public without  registration,  the Company  agrees:  (i) to make and keep
public information  available,  as those terms are understood and defined in the
General  Instructions  to Form S-3, or any successor or substitute  form, and in
Rule 144,  (ii) to file with the SEC in a timely  manner all  reports  and other
documents  required to be filed by an issuer of securities  registered under the
Securities  Act or the Exchange  Act,  (iii) as long as BSC owns any Shares,  to
furnish in writing upon BSC's request a written statement by the Company that it
has complied with the reporting  requirements  of Rule 144 and of the Securities
Act and the  Exchange  Act,  and to furnish a copy of the most recent  annual or
quarterly  report of the Company,  and such other reports and documents so filed
by the  Company  as may be  reasonably  requested  availing  BSC of any  rule or
regulation  of  the  SEC   permitting  the  sale  of  any  such  Shares  without
registration and (iv) to undertake any additional actions  reasonably  necessary
to maintain the availability of a registration  statement on Form S-3, including
any successor or substitute forms, or the use of Rule 144.

     11.  ENTIRE  AGREEMENT.  This  Agreement and the Stock  Purchase  Agreement
constitute  and contain the entire  agreement and  understanding  of the parties
with respect to the subject matter  hereof,  and they also supersede any and all
prior negotiations, correspondence, agreements or understandings with respect to
the subject matter hereof.

     12. MISCELLANEOUS.

     (a) This  Agreement  may not be  amended,  modified or  terminated,  and no
rights or provisions may be waived,  except with the written  consent of BSC and
the Company.

     (b) This  Agreement  shall be governed  by and  construed  and  enforced in
accordance with the laws of the Commonwealth of Massachusetts, without regard to
any  conflicts of laws  concepts  that would apply the  substantive  law of some
other  jurisdiction,  and shall be  binding  upon the  parties  hereto and their
respective heirs, personal representatives, successors and permitted assigns and
transferees.  Notwithstanding  anything

<PAGE>
                                      -11-

in this Agreement to the contrary,  if at any time BSC and its Affiliates  shall
cease  to own any  Shares,  all of  BSC's  rights  under  this  Agreement  shall
immediately terminate.

     (c) Any rights or  obligations  of BSC hereunder may only be transferred or
assigned  by  BSC to any of its  Affiliates  that  acquires  any of the  Shares,
provided  that the  Company  is  provided  with  written  notice of the name and
address of such Affiliate and that such  Affiliate  agrees to become a party to,
and  bound  by,  all of the  terms  and  conditions  of this  Agreement  by duly
executing  and  delivering to the Company an Instrument of Adherence in the form
attached as Exhibit B hereto.

     (d) Any notices, reports or other correspondence  (hereinafter collectively
referred to as  "correspondence")  required or permitted  to be given  hereunder
shall be sent by postage  prepaid  first  class  mail,  courier or  telecopy  or
delivered  by hand to the  party to whom  such  correspondence  is  required  or
permitted to be given hereunder. The date of giving any notice shall be the date
of its actual receipt.

          All correspondence to the Company shall be addressed as follows:

                           EP Medsystems, Inc.
                           Cooper Run Executive Park
                           575 Route 73 North, Building D
                           West Berlin, NJ  08091-9293
                           Attention: Reinhard Schmidt, President
                           Fax:  856-753-8544

                           with a copy to:

                           Stradley, Ronon, Stevens & Young, LLP
                           2600 One Commerce Square
                           Philadelphia, PA 19103-7098
                           Attention: Dean M. Schwartz, Esquire
                           Fax:  215-564-8120

          All correspondence to BSC shall be addressed as follows:

                           Boston Scientific Corporation
                           One Boston Scientific Place
                           Natick, MA 07160
                           Attention: President
                           Fax: 508-650-8956

                           With a copy to:

                           Boston Scientific Corporation
                           One Boston Scientific Place
                           Natick, MA 07160
                           Attention: General Counsel
                           Fax: 508-650-8956
<PAGE>
                                      -12-

     (e) The  parties  acknowledge  and agree that in the event of any breach of
this  Agreement,  remedies  at law will be  inadequate,  and each of the parties
hereto shall be entitled to specific performance of the obligations of the other
parties hereto and to such appropriate  injunctive relief as may be granted by a
court of competent jurisdiction.

     (f) This  Agreement  may be  executed in a number of  counterparts,  any of
which together shall for all purposes  constitute one Agreement,  binding on all
the parties  hereto  notwithstanding  that all such  parties have not signed the
same counterpart.

                      [signature page immediately follows]



<PAGE>
                                      -13-

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as an
instrument under seal as of the date and year first above written.



                                            EP MEDSYSTEMS, INC.


                                            By: /s/ Reinhard Schmidt
                                               ---------------------------------
                                            Name: Reinhard Schmidt
                                            Title: President and CEO


                                            BOSTON SCIENTIFIC CORPORATION


                                            By: /s/ Lawrence C. Best
                                               ---------------------------------
                                            Name: Lawrence C. Best
                                            Title: Chief Financial Officer