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                                                                     EXHIBIT 4.4

                          REGISTRATION RIGHTS AGREEMENT

      This Registration Rights Agreement (this "Agreement") is made and entered
into as of October 26, 2004, by and between CardioGenesis Corporation, a
California corporation (the "Company"), and Laurus Master Fund, Ltd. (the
"Purchaser").

      This Agreement is made pursuant to the Securities Purchase Agreement,
dated as of the date hereof, by and between the Purchaser and the Company (as
amended, modified or supplemented from time to time, the "Securities Purchase
Agreement"), and pursuant to the Note and the Warrants referred to therein.

      The Company and the Purchaser hereby agree as follows:

      1. Definitions. Capitalized terms used and not otherwise defined herein
that are defined in the Securities Purchase Agreement shall have the meanings
given such terms in the Securities Purchase Agreement. As used in this
Agreement, the following terms shall have the following meanings:

            "Commission" means the Securities and Exchange Commission.

            "Common Stock" means shares of the Company's common stock, par value
$0.01 per share.

            "Effectiveness Date" means (i) with respect to the initial
Registration Statement required to be filed hereunder, a date no later than one
hundred twenty (120) days following the date hereof and (ii) with respect to
each additional Registration Statement required to be filed hereunder, a date no
later than sixty (60) days following the applicable Filing Date..

            "Effectiveness Period" shall have the meaning set forth in Section
2(a).

            "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and any successor statute.

            "Filing Date" means, with respect to (i) the initial Registration
Statement required to be filed hereunder, a date no later than sixty (60) days
following the date hereof and (ii) with respect to shares of Common Stock
issuable to the Holder as a result of adjustments to the Fixed Conversion Price
made pursuant to Section 3.4 of the Secured Convertible Term Note or Section 4
of the Warrant or otherwise, forty five (45) days after the occurrence such
event or the date of the adjustment of the Fixed Conversion Price.

            "Holder" or "Holders" means the Purchaser or any of its affiliates
or transferees to the extent any of them hold Registrable Securities.

            "Indemnified Party" shall have the meaning set forth in Section
5(c).

            "Indemnifying Party" shall have the meaning set forth in Section
5(c).

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            "Note" has the meaning set forth in the Securities Purchase
Agreement.

            "Proceeding" means an action, claim, suit, investigation or
proceeding (including, without limitation, an investigation or partial
proceeding, such as a deposition), whether commenced or threatened.

            "Prospectus" means the prospectus included in the Registration
Statement (including, without limitation, a prospectus that includes any
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any prospectus supplement, with
respect to the terms of the offering of any portion of the Registrable
Securities covered by the Registration Statement, and all other amendments and
supplements to the Prospectus, including post-effective amendments, and all
material incorporated by reference or deemed to be incorporated by reference in
such Prospectus.

            "Registrable Securities" means the shares of Common Stock issued
upon the conversion of the Note and issuable upon exercise of the Warrants.

            "Registration Statement" means each registration statement required
to be filed hereunder, including the Prospectus, amendments and supplements to
such registration statement or Prospectus, including pre- and post-effective
amendments, all exhibits thereto, and all material incorporated by reference or
deemed to be incorporated by reference in such registration statement.

            "Rule 144" means Rule 144 promulgated by the Commission pursuant to
the Securities Act, as such Rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the Commission having
substantially the same effect as such Rule.

            "Rule 415" means Rule 415 promulgated by the Commission pursuant to
the Securities Act, as such Rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the Commission having
substantially the same effect as such Rule.

            "Rule 424" means Rule 424 promulgated by the Commission pursuant to
the Securities Act, as such Rule may be amended from time to time, or any
similar rule or regulation hereafter adopted by the Commission having
substantially the same effect as such Rule.

            "Securities Act" means the Securities Act of 1933, as amended, and
any successor statute.

            "Securities Purchase Agreement" means the agreement between the
parties hereto calling for the issuance by the Company of $6,000,000 convertible
Note plus Warrants.

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            "Trading Market" means any of the NASD OTC Bulletin Board, NASDAQ
SmallCap Market, the Nasdaq National Market, the American Stock Exchange or the
New York Stock Exchange.

            "Warrants" means the Common Stock purchase warrants issued pursuant
to the Securities Purchase Agreement.

      2. Registration.

            (a) On or prior to the Filing Date the Company shall prepare and
      file with the Commission a Registration Statement covering the Registrable
      Securities for an offering to be made on a continuous basis pursuant to
      Rule 415. The Registration Statement shall be on Form [S-3] (except if the
      Company is not eligible to register for resale the Registrable Securities
      on Form [S-3], in which case such registration shall be on Form S-1 or
      such other appropriate form in accordance herewith). The Company shall
      cause the Registration Statement to become effective and remain effective
      as provided herein. The Company shall use its reasonable commercial
      efforts to cause the Registration Statement to be declared effective under
      the Securities Act as promptly as possible after the filing thereof, but
      in any event no later than the Effectiveness Date. The Company shall use
      its reasonable commercial efforts to keep the Registration Statement
      continuously effective under the Securities Act until the date which is
      the earlier date of when (i) all Registrable Securities have been sold or
      (ii) all Registrable Securities may be sold immediately without
      registration under the Securities Act and without volume restrictions
      pursuant to Rule 144(k), as determined by the counsel to the Company
      pursuant to a written opinion letter to such effect, addressed and
      acceptable to the Company's transfer agent and the affected Holders (the
      "Effectiveness Period").

            (b) If: (i) the Registration Statement is not filed on or prior to
      the Filing Date; (ii) the Registration Statement is not declared effective
      by the Commission by the Effectiveness Date; (iii) after the Registration
      Statement is filed with and declared effective by the Commission, the
      Registration Statement ceases to be effective (by suspension or otherwise)
      as to all Registrable Securities to which it is required to relate at any
      time prior to the expiration of the Effectiveness Period (without being
      succeeded immediately by an additional registration statement filed and
      declared effective) for a period of time which shall exceed 30 days in the
      aggregate per year or more than 20 consecutive calendar days (defined as a
      period of 365 days commencing on the date the Registration Statement is
      declared effective)( provided however, that the parties hereto acknowledge
      and agree that any suspension of use of the Registration Statement due to
      a Discontinuation Event described in clause (v) of Section 7(d) of this
      Agreement shall not be considered for the purposes of calculating the 20
      and 30 day periods described above); or (iv) the Common Stock is not
      listed or quoted, or is suspended from trading on any Trading Market for a
      period of three (3) consecutive Trading Days (provided the Company shall
      not have been able to cure such trading suspension within 30 days of the
      notice thereof or list the Common

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      Stock on another Trading Market); (any such failure or breach being
      referred to as an "Event," and for purposes of clause (i) or (ii) the date
      on which such Event occurs, or for purposes of clause (iii) the date which
      such 30 day or 20 consecutive day period (as the case may be) is exceeded,
      or for purposes of clause (iv) the date on which such three (3) Trading
      Day period is exceeded, being referred to as "Event Date"), then until the
      applicable Event is cured, the Company shall pay to each Holder an amount
      in cash, as liquidated damages and not as a penalty, equal to one and one
      half percent (1.50%) for each thirty (30) day period (prorated for partial
      periods) on a daily basis of the original principal amount of the Note.
      While such Event continues, such liquidated damages shall be paid not less
      often than each thirty (30) days. Any unpaid liquidated damages as of the
      date when an Event has been cured by the Company shall be paid within
      three (3) days following the date on which such Event has been cured by
      the Company.

            (c) Within three business days of the Effectiveness Date, the
      Company shall cause its counsel to issue a blanket opinion in the form
      attached hereto as Exhibit A, to the transfer agent stating that the
      shares are subject to an effective registration statement and can be
      reissued free of restrictive legend upon notice of a sale by the Purchaser
      and confirmation by the Purchaser that it has complied with the prospectus
      delivery requirements, provided that the Company has not advised the
      transfer agent orally or in writing that the opinion has been withdrawn.
      Copies of the blanket opinion required by this Section 2(c) shall be
      delivered to the Purchaser within the time frame set forth above.

      3. Registration Procedures. If and whenever the Company is required by the
provisions hereof to effect the registration of any Registrable Securities under
the Securities Act, the Company will, as expeditiously as possible:

            (a) prepare and file with the Commission the Registration Statement
      with respect to such Registrable Securities, respond as promptly as
      possible to any comments received from the Commission, and use its best
      efforts to cause the Registration Statement to become and remain effective
      for the Effectiveness Period with respect thereto, and promptly provide to
      the Purchaser copies of all filings and Commission letters of comment
      relating thereto;

            (b) prepare and file with the Commission such amendments and
      supplements to the 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
      Securities covered by the Registration Statement and to keep such
      Registration Statement effective until the expiration of the Effectiveness
      Period;

            (c) furnish to the Purchaser such number of copies of the
      Registration Statement and the Prospectus included therein (including each
      preliminary

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      Prospectus) as the Purchaser reasonably may request to facilitate the
      public sale or disposition of the Registrable Securities covered by the
      Registration Statement;

            (d) use its commercially reasonable efforts to register or qualify
      for unsolicited purchase and sale the Purchaser's Registrable Securities
      covered by the Registration Statement under the securities or "blue sky"
      laws of such jurisdictions within the United States as the Purchaser may
      reasonably request, provided, however, that the Company shall not for any
      such purpose be required to qualify generally to transact business as a
      foreign corporation in any jurisdiction where it is not so qualified or to
      consent to general service of process in any such jurisdiction;

            (e) list the Registrable Securities covered by the Registration
      Statement with any securities exchange on which the Common Stock of the
      Company is then listed;

            (f) immediately notify the Purchaser at any time when a Prospectus
      relating thereto is required to be delivered under the Securities Act, of
      the happening of any event of which the Company has knowledge as a result
      of which the Prospectus contained in such Registration Statement, as then
      in effect, includes an untrue statement of a material fact or omits to
      state a material fact required to be stated therein or necessary to make
      the statements therein not misleading in light of the circumstances then
      existing; and

            (g) make available for inspection by the Purchaser and any attorney,
      accountant or other agent retained by the Purchaser, all publicly
      available, non-confidential financial and other records, pertinent
      corporate documents and properties of the Company, and cause the Company's
      officers, directors and employees to supply all publicly available,
      non-confidential information reasonably requested by the attorney,
      accountant or agent of the Purchaser.

      4. Registration Expenses. All expenses relating to the Company's
compliance with Sections 2 and 3 hereof, including, without limitation, all
registration and filing fees, printing expenses, fees and disbursements of
counsel and independent public accountants for the Company, fees and expenses
(including reasonable counsel fees) incurred in connection with complying with
state securities or "blue sky" laws, fees of the NASD, transfer taxes, fees of
transfer agents and registrars, fees of, and disbursements incurred by, one
counsel for the Holders (only to the extent such counsel is required due to
Company's failure to meet any of its obligations hereunder), are called
"Registration Expenses". All selling commissions applicable to the sale of
Registrable Securities, including any fees and disbursements of any special
counsel to the Holders beyond those included in Registration Expenses, are
called "Selling Expenses." The Company shall only be responsible for all
Registration Expenses.

      5. Indemnification.

            (a) In the event of a registration of any Registrable Securities
      under the Securities Act pursuant to this Agreement, the Company will
      indemnify and hold

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      harmless the Purchaser, and its officers, directors and each other person,
      if any, who controls the Purchaser within the meaning of the Securities
      Act, against any losses, claims, damages or liabilities, joint or several,
      to which the Purchaser, or such persons 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 statement or alleged untrue statement of any material fact
      contained in any Registration Statement under which such Registrable
      Securities were registered under the Securities Act pursuant to this
      Agreement, any preliminary Prospectus or final Prospectus contained
      therein, or any amendment or supplement thereof, 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, and will reimburse the Purchaser, and each such
      person for any reasonable legal or other expenses incurred by them in
      connection with investigating or defending any such loss, claim, damage,
      liability or action; provided, however, that the Company will not be
      liable in any such case if and to the extent that any such loss, claim,
      damage or liability arises out of or is based upon an untrue statement or
      alleged untrue statement or omission or alleged omission so made in
      conformity with information furnished by or on behalf of the Purchaser or
      any such person in writing specifically for use in any such document.

            (b) In the event of a registration of the Registrable Securities
      under the Securities Act pursuant to this Agreement, the Purchaser will
      indemnify and hold harmless the Company, and its officers, directors and
      each other person, if any, who controls the Company within the meaning of
      the Securities Act, against all losses, claims, damages or liabilities,
      joint or several, to which the Company or such persons 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 statement or alleged untrue statement of any
      material fact which was furnished in writing by the Purchaser to the
      Company expressly for use in (and such information is contained in) the
      Registration Statement under which such Registrable Securities were
      registered under the Securities Act pursuant to this Agreement, any
      preliminary Prospectus or final Prospectus contained therein, or any
      amendment or supplement thereof, 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, and will reimburse the Company and each such person for any
      reasonable legal or other expenses incurred by them in connection with
      investigating or defending any such loss, claim, damage, liability or
      action, provided, however, that the Purchaser will be liable in any such
      case if and only to the extent that any such loss, claim, damage or
      liability arises out of or is based upon an untrue statement or alleged
      untrue statement or omission or alleged omission so made in conformity
      with information furnished in writing to the Company by or on behalf of
      the Purchaser specifically for use in any such document. Notwithstanding
      the provisions of this paragraph, the Purchaser shall not be required to
      indemnify any person or entity in excess of the amount of the aggregate
      net

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      proceeds received by the Purchaser in respect of Registrable Securities in
      connection with any such registration under the Securities Act.

            (c) Promptly after receipt by a party entitled to claim
      indemnification hereunder (an "Indemnified Party") of notice of the
      commencement of any action, such Indemnified Party shall, if a claim for
      indemnification in respect thereof is to be made against a party hereto
      obligated to indemnify such Indemnified Party (an "Indemnifying Party"),
      notify the Indemnifying Party in writing thereof, but the omission so to
      notify the Indemnifying Party shall not relieve it from any liability
      which it may have to such Indemnified Party other than under this Section
      5(c) and shall only relieve it from any liability which it may have to
      such Indemnified Party under this Section 5(c) if and to the extent the
      Indemnifying Party is prejudiced by such omission. In case any such action
      shall be brought against any Indemnified Party and it shall notify the
      Indemnifying Party of the commencement thereof, the Indemnifying Party
      shall be entitled to participate in and, to the extent it shall wish, to
      assume and undertake the defense thereof with counsel satisfactory to such
      Indemnified Party, and, after notice from the Indemnifying Party to such
      Indemnified Party of its election so to assume and undertake the defense
      thereof, the Indemnifying Party shall not be liable to such Indemnified
      Party under this Section 5(c) for any legal expenses subsequently incurred
      by such Indemnified Party in connection with the defense thereof; if the
      Indemnified Party retains its own counsel, then the Indemnified Party
      shall pay all fees, costs and expenses of such counsel, provided, however,
      that, 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 reasonable defenses available to it
      which are different from or additional to those available to the
      Indemnifying Party or if the interests of the Indemnified Party reasonably
      may be deemed to conflict with the interests of the Indemnifying Party,
      the Indemnified Party shall have the right to select one separate counsel
      and to assume such legal defenses and otherwise to participate in the
      defense of such action, with the reasonable expenses and fees of such
      separate counsel and other expenses related to such participation to be
      reimbursed by the Indemnifying Party as incurred.

            (d) In order to provide for just and equitable contribution in the
      event of joint liability under the Securities Act in any case in which
      either (i) the Purchaser, or any officer, director or controlling person
      of the Purchaser, makes a claim for indemnification pursuant to this
      Section 5 but it is judicially determined (by the entry of a final
      judgment or decree by a court of competent jurisdiction and the expiration
      of time to appeal or the denial of the last right of appeal) that such
      indemnification may not be enforced in such case notwithstanding the fact
      that this Section 5 provides for indemnification in such case, or (ii)
      contribution under the Securities Act may be required on the part of the
      Purchaser or such officer, director or controlling person of the Purchaser
      in circumstances for which indemnification is provided under this Section
      5; then, and in each such case, the Company and the Purchaser will
      contribute to the aggregate losses, claims, damages or liabilities to
      which they may be subject

<PAGE>

      (after contribution from others) in such proportion so that the Purchaser
      is responsible only for the portion represented by the percentage that the
      public offering price of its securities offered by the Registration
      Statement bears to the public offering price of all securities offered by
      such Registration Statement, provided, however, that, in any such case,
      (A) the Purchaser will not be required to contribute any amount in excess
      of the public offering price of all such securities offered by it pursuant
      to such Registration Statement; and (B) no person or entity guilty of
      fraudulent misrepresentation (within the meaning of Section 10(f) of the
      Act) will be entitled to contribution from any person or entity who was
      not guilty of such fraudulent misrepresentation.

      6. Representations and Warranties.

            (a) The Common Stock of the Company is registered pursuant to
      Section 12(b) or 12(g) of the Exchange Act and, except with respect to
      certain matters which the Company has disclosed to the Purchaser on
      Schedule 4.21 to the Securities Purchase Agreement, the Company has timely
      filed all proxy statements, reports, schedules, forms, statements and
      other documents required to be filed by it under the Exchange Act. The
      Company has filed (i) its Annual Report on Form 10-K for its fiscal year
      ended December 31, 2003 and (ii) its Quarterly Report on Form 10-Q for the
      fiscal quarters ended March 31, 2004, and June 30, 2004 (collectively, the
      "SEC Reports"). Each SEC Report was, at the time of its filing, in
      substantial compliance with the requirements of its respective form and
      none of the SEC Reports, nor the financial statements (and the notes
      thereto) included in the SEC Reports, as of their respective filing dates,
      contained any untrue statement of a material fact or omitted to state a
      material fact required to be stated therein or necessary to make the
      statements therein, in light of the circumstances under which they were
      made, not misleading. The financial statements of the Company included in
      the SEC Reports comply as to form in all material respects with applicable
      accounting requirements and the published rules and regulations of the
      Commission or other applicable rules and regulations with respect thereto.
      Such financial statements have been prepared in accordance with generally
      accepted accounting principles ("GAAP") applied on a consistent basis
      during the periods involved (except (i) as may be otherwise indicated in
      such financial statements or the notes thereto or (ii) in the case of
      unaudited interim statements, to the extent they may not include footnotes
      or may be condensed) and fairly present in all material respects the
      financial condition, the results of operations and the cash flows of the
      Company and its subsidiaries, on a consolidated basis, as of, and for, the
      periods presented in each such SEC Report.

<PAGE>

            (b) The Company will at all times have authorized and reserved a
      sufficient number of shares of Common Stock for the full conversion of the
      Note and exercise of the Warrants.

      7. Miscellaneous.

            (a) Remedies. In the event of a breach by the Company or by a
      Holder, of any of their respective obligations under this Agreement, each
      Holder or the Company, as the case may be, in addition to being entitled
      to exercise all rights granted by law and under this Agreement, including
      recovery of damages, will be entitled to specific performance of its
      rights under this Agreement.

            (b) No Piggyback on Registrations. Except as and to the extent
      specified in Schedule 7(b) hereto, neither the Company nor any of its
      security holders (other than the Holders in such capacity pursuant hereto)
      may include securities of the Company in any Registration Statement other
      than the Registrable Securities, and the Company shall not after the date
      hereof enter into any agreement providing any such right for inclusion of
      shares in the Registration Statement to any of its security holders.
      Except as and to the extent specified in Schedule 7(b) hereto, the Company
      has not previously entered into any agreement granting any registration
      rights with respect to any of its securities to any Person that have not
      been fully satisfied.

            (c) Compliance. Each Holder covenants and agrees that it will comply
      with the prospectus delivery requirements of the Securities Act as
      applicable to it in connection with sales of Registrable Securities
      pursuant to the Registration Statement.

            (d) Discontinued Disposition. Each Holder agrees by its acquisition
      of such Registrable Securities that, upon receipt of a notice from the
      Company of the occurrence of a Discontinuation Event (as defined below),
      such Holder will forthwith discontinue disposition of such Registrable
      Securities under the applicable Registration Statement until such Holder's
      receipt of the copies of the supplemented Prospectus and/or amended
      Registration Statement or until it is advised in writing (the "Advice") by
      the Company that the use of the applicable Prospectus may be resumed, and,
      in either case, has received copies of any additional or supplemental
      filings that are incorporated or deemed to be incorporated by reference in
      such Prospectus or Registration Statement. The Company may provide
      appropriate stop orders to enforce the provisions of this paragraph. For
      purposes of this Section 7(d), a "Discontinuation Event" shall mean (i)
      when the Commission notifies the Company whether there will be a "review"
      of such Registration Statement and whenever the Commission comments in
      writing on such Registration Statement (the Company shall provide true and
      complete copies thereof and all written responses thereto to each of the
      Holders); (ii) any request by the Commission or any other Federal or state
      governmental authority for amendments or supplements to such Registration
      Statement or Prospectus or for additional information; (iii) the issuance
      by the

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      Commission of any stop order suspending the effectiveness of such
      Registration Statement covering any or all of the Registrable Securities
      or the initiation of any Proceedings for that purpose; (iv) the receipt by
      the Company of any notification with respect to the suspension of the
      qualification or exemption from qualification of any of the Registrable
      Securities for sale in any jurisdiction, or the initiation or threatening
      of any Proceeding for such purpose; and/or (v) the occurrence of any event
      (not arising from the fraud, negligence or willful misconduct of the
      Company) or passage of time that makes the financial statements included
      in such Registration Statement ineligible for inclusion therein or any
      statement made in such Registration Statement or Prospectus or any
      document incorporated or deemed to be incorporated therein by reference
      untrue in any material respect or that requires any revisions to such
      Registration Statement, Prospectus or other documents so that, in the case
      of such Registration Statement or Prospectus, as the case may be, it will
      not contain any untrue statement of a material fact or omit to state any
      material fact required to be stated therein or necessary to make the
      statements therein, in light of the circumstances under which they were
      made, not misleading.

            (e) Piggy-Back Registrations. If at any time during the
      Effectiveness Period there is not an effective Registration Statement
      covering all of the Registrable Securities and the Company shall determine
      to prepare and file with the Commission a registration statement relating
      to an offering for its own account or the account of others under the
      Securities Act of any of its equity securities, other than on Form S-4 or
      Form S-8 (each as promulgated under the Securities Act) or their then
      equivalents relating to equity securities to be issued solely in
      connection with any acquisition of any entity or business or equity
      securities issuable in connection with stock option or other employee
      benefit plans, then the Company shall send to each Holder written notice
      of such determination and, if within fifteen days after receipt of such
      notice, any such Holder shall so request in writing, the Company shall
      include in such registration statement all or any part of such Registrable
      Securities such holder requests to be registered to the extent the Company
      may do so without violating registration rights of others which exist as
      of the date of this Agreement, subject to customary underwriter cutbacks
      applicable to all holders of registration rights and subject to obtaining
      any required the consent of any selling stockholder(s) to such inclusion
      under such registration statement.

            (f) Amendments and Waivers. The provisions of this Agreement,
      including the provisions of this sentence, may not be amended, modified or
      supplemented, and waivers or consents to departures from the provisions
      hereof may not be given, unless the same shall be in writing and signed by
      the Company and the Holders of the then outstanding Registrable
      Securities. Notwithstanding the foregoing, a waiver or consent to depart
      from the provisions hereof with respect to a matter that relates
      exclusively to the rights of certain Holders and that does not directly or
      indirectly affect the rights of other Holders may be given by Holders of
      at least a majority of the Registrable Securities to which such waiver or
      consent relates; provided, however, that the provisions of this sentence
      may not be amended,

<PAGE>

      modified, or supplemented except in accordance with the provisions of the
      immediately preceding sentence.

            (g) Notices. Any notice or request hereunder may be given to the
      Company or the Purchaser at the respective addresses set forth below or as
      may hereafter be specified in a notice designated as a change of address
      under this Section 7(g). Any notice or request hereunder shall be given by
      registered or certified mail, return receipt requested, hand delivery,
      overnight mail, Federal Express or other national overnight next day
      carrier (collectively, "Courier") or telecopy (confirmed by mail). Notices
      and requests shall be, in the case of those by hand delivery, deemed to
      have been given when delivered to any party to whom it is addressed, in
      the case of those by mail or overnight mail, deemed to have been given
      three (3) business days after the date when deposited in the mail or with
      the overnight mail carrier, in the case of a Courier, the next business
      day following timely delivery of the package with the Courier, and, in the
      case of a telecopy, when confirmed. The address for such notices and
      communications shall be as follows:

            If to the Company:              CardioGenesis, Corporation
                                            26632 Towne Center Drive
                                            Suite 320
                                            Foothill Ranch, CA  92610
                                            Attention: Chief Financial Officer
                                            Facsimile: 714-649-5102

                                            with a copy to:
                                            Jeffer Mangels Butler & Marmaro LLP
                                            1900 Avenue of the Stars, 7th Floor
                                            Los Angeles, CA  90067
                                            Attention: Robert M. Steinberg, Esq.
                                            Facsimile: (310) 203-0567

            If to a Purchaser:              To the address set forth under such
                                            Purchaser name on the signature
                                            pages hereto.

            If to any other Person who is
            then the registered Holder:     To the address of such Holder as it
                                            appears in the stock transfer books
                                            of the Company

      or such other address as may be designated in writing hereafter in
      accordance with this Section 7(g) by such Person.

            (h) Successors and Assigns. This Agreement shall inure to the
      benefit of and be binding upon the successors and permitted assigns of
      each of the parties and shall inure to the benefit of each Holder. The
      Company may not assign its rights or

<PAGE>

      obligations hereunder without the prior written consent of each Holder.
      Each Holder may assign their respective rights hereunder in the manner and
      to the Persons as permitted under the Notes and the Securities Purchase
      Agreement with the prior written consent of the Company, which consent
      shall not be unreasonably withheld.

            (i) Execution and Counterparts. This Agreement may be executed in
      any number of counterparts, each of which when so executed shall be deemed
      to be an original and, all of which taken together shall constitute one
      and the same Agreement. In the event that any signature is delivered by
      facsimile transmission, such signature shall create a valid binding
      obligation of the party executing (or on whose behalf such signature is
      executed) the same with the same force and effect as if such facsimile
      signature were the original thereof.

            (j) Governing Law. All questions concerning the construction,
      validity, enforcement and interpretation of this Agreement shall be
      governed by and construed and enforced in accordance with the internal
      laws of the State of New York, without regard to the principles of
      conflicts of law thereof. Each party agrees that all Proceedings
      concerning the interpretations, enforcement and defense of the
      transactions contemplated by this Agreement shall be commenced exclusively
      in the state and federal courts sitting in the City of New York, Borough
      of Manhattan. Each party hereto hereby irrevocably submits to the
      exclusive jurisdiction of the state and federal courts sitting in the City
      of New York, Borough of Manhattan for the adjudication of any dispute
      hereunder or in connection herewith or with any transaction contemplated
      hereby or discussed herein, and hereby irrevocably waives, and agrees not
      to assert in any Proceeding, any claim that it is not personally subject
      to the jurisdiction of any such court, that such Proceeding is improper.
      Each party hereto hereby irrevocably waives personal service of process
      and consents to process being served in any such Proceeding by mailing a
      copy thereof via registered or certified mail or overnight delivery (with
      evidence of delivery) to such party at the address in effect for notices
      to it under this Agreement and agrees that such service shall constitute
      good and sufficient service of process and notice thereof. Nothing
      contained herein shall be deemed to limit in any way any right to serve
      process in any manner permitted by law. Each party hereto hereby
      irrevocably waives, to the fullest extent permitted by applicable law, any
      and all right to trial by jury in any legal proceeding arising out of or
      relating to this Agreement or the transactions contemplated hereby. If
      either party shall commence a Proceeding to enforce any provisions of a
      Transaction Document, then the prevailing party in such Proceeding shall
      be reimbursed by the other party for its reasonable attorneys fees and
      other costs and expenses incurred with the investigation, preparation and
      prosecution of such Proceeding.

            (k) Cumulative Remedies. The remedies provided herein are cumulative
      and not exclusive of any remedies provided by law.

<PAGE>

            (l) Severability. If any term, provision, covenant or restriction of
      this Agreement is held by a court of competent jurisdiction to be invalid,
      illegal, void or unenforceable, the remainder of the terms, provisions,
      covenants and restrictions set forth herein shall remain in full force and
      effect and shall in no way be affected, impaired or invalidated, and the
      parties hereto shall use their reasonable efforts to find and employ an
      alternative means to achieve the same or substantially the same result as
      that contemplated by such term, provision, covenant or restriction. It is
      hereby stipulated and declared to be the intention of the parties that
      they would have executed the remaining terms, provisions, covenants and
      restrictions without including any of such that may be hereafter declared
      invalid, illegal, void or unenforceable.

            (m) Headings. The headings in this Agreement are for convenience of
      reference only and shall not limit or otherwise affect the meaning hereof.

            [BALANCE OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]

<PAGE>

      IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.

CARDIOGENESIS CORPORATION                        LAURUS MASTER FUND, LTD.

By:_________________________                     By:__________________________
Name:_______________________                     Name:________________________
Title:______________________                     Title:_______________________

                                                 Address for Notices:

                                                 825 Third Avenue - 14th Floor
                                                 New York, NY  10022
                                                 Attention: David Grin
                                                 Facsimile: 212-541-4434

<PAGE>

                                    EXHIBIT A

                                [Month __, 2004]

[Equiserve Trust Company , N.A.]

                  Re:   CardioGenesis Corporation Registration Statement on Form
                        [S-1]

Ladies and Gentlemen:

      As counsel to CardioGenesis Corporation, a California corporation (the
"Company"), we have been requested to render our opinion to you in connection
with the resale by the individuals or entitles listed on Schedule A attached
hereto (the "Selling Stockholders"), of an aggregate of [amount]shares (the
"Shares") of the Company's Common Stock.

      A Registration Statement on Form [S-1] under the Securities Act of 1933,
as amended (the "Act"), with respect to the resale of the Shares was declared
effective by the Securities and Exchange Commission on [date]. Enclosed is the
Prospectus dated [date]. We understand that the Shares are to be offered and
sold in the manner described in the Prospectus.

      Based upon the foregoing, upon request by the Selling Stockholders at any
time while the registration statement remains effective, it is our opinion that
the Shares have been registered for resale under the Act and new certificates
evidencing the Shares upon their transfer or re-registration by the Selling
Stockholders may be issued without restrictive legend.

                                Very truly yours,

                                [Company counsel]

<PAGE>

                                   SCHEDULE A

                                                                    Shares
Selling Stockholder                                              Being Offered