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                           CARDIOGENESIS CORPORATION

                           1996 EQUITY INCENTIVE PLAN

          As Adopted April 12, 1996 and Amended Through April 16, 1997


               1.       PURPOSE.  The purpose of this Plan is to provide
incentives to attract, retain and motivate eligible persons whose present and
potential contributions are important to the success of the Company, its Parent
and Subsidiaries, by offering them an opportunity to participate in the
Company's future performance through awards of Options, Restricted Stock and
Stock Bonuses.  Capitalized terms not defined in the text are defined in
Section 23.

               2.       SHARES SUBJECT TO THE PLAN.

                        2.1     Number of Shares Available.  Subject to
Sections 2.2 and 18, the total number of Shares reserved and available for
grant and issuance pursuant to this Plan will be 1,120,000 Shares.  Subject to
Sections 2.2 and 18, Shares that: (a) are subject to issuance upon exercise of
an Option but cease to be subject to such Option for any reason other than
exercise of such Option; (b) are subject to an Award granted hereunder but are
forfeited or are repurchased by the Company at the original issue price; or (c)
are subject to an Award that otherwise terminates without Shares being issued
will again be available for grant and issuance in connection with future Awards
under this Plan.  Any authorized shares not issued or subject to outstanding
grants under the CardioGenesis Corporation 1993 Equity Incentive Plan (the
"PRIOR PLAN") on the Effective Date (as defined below) and any shares that: (a)
are issuable upon exercise of options granted pursuant to the Prior Plan that
expire or become unexercisable for any reason without having been exercised in
full; (b) are subject to an award granted pursuant to the Prior Plan but are
forfeited or are repurchased by the Company at the original issue price; or (c)
are subject to an award granted pursuant to the Prior Plan that otherwise
terminates without shares being issued will no longer be available for grant
and issuance under the Prior Plan, but will be available for grant and issuance
under this Plan.  At all times the Company shall reserve and keep available a
sufficient number of Shares as shall be required to satisfy the requirements of
all outstanding Options granted under this Plan and all other outstanding but
unvested Awards granted under this Plan.

                        2.2     Adjustment of Shares.  In the event that the
number of outstanding Shares is changed by a stock dividend, recapitalization,
stock split, reverse stock split, subdivision, combination, reclassification or
similar change in the capital structure of the Company without consideration,
then (a) the number of Shares reserved for issuance under this Plan, (b) the
Exercise Prices of and number of Shares subject to outstanding Options, and (c)
the number of Shares subject to other outstanding Awards will be
proportionately adjusted, subject to any required action by the Board or the
shareholders of the Company and compliance with applicable securities laws;
provided, however, that fractions of a Share will not be issued but will either
be replaced by a cash payment equal to the Fair Market Value of such fraction
of a Share or will be rounded up to the nearest whole Share, as determined by
the Committee.

               3.       ELIGIBILITY.  ISO (as defined in Section 5 below) may
be granted only to employees (including officers and directors who are also
employees) of the Company or of a Parent or Subsidiary of the Company.  All
other Awards may be granted to employees, officers, directors, consultants,
independent contractors and advisors of the Company or any Parent or Subsidiary
of the Company; provided such consultants, contractors and advisors render bona
fide services not in connection with the offer and sale of securities in a
capital-raising transaction.  No person will be eligible to receive more than
410,000 Shares in any calendar year under this Plan pursuant to the grant of
Awards hereunder, other than new employees of the Company or of a Parent or
Subsidiary of the Company (including new employees who are also officers and
directors of the Company or any Parent or Subsidiary of the Company) who are
eligible to receive up to a maximum of 656,000 Shares in the calendar year in
which they commence their employment.  A person may be granted more than one
Award under this Plan.
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                                                      CardioGenesis Corporation
                                                      1996 Equity Incentive Plan


               4.       ADMINISTRATION.

                        4.1     Committee Authority.  This Plan will be
administered by the Committee or by the Board acting as the Committee.  Subject
to the general purposes, terms and conditions of this Plan, and to the
direction of the Board, the Committee will have full power to implement and
carry out this Plan.  Without limitation, the Committee will have the authority
to:

               (a)      construe and interpret this Plan, any Award Agreement
                        and any other agreement or document executed pursuant
                        to this Plan;

               (b)      prescribe, amend and rescind rules and regulations
                        relating to this Plan;

               (c)      select persons to receive Awards;

               (d)      determine the form and terms of Awards;

               (e)      determine the number of Shares or other consideration
                        subject to Awards;

               (f)      determine whether Awards will be granted singly, in
                        combination with, in tandem with, in replacement of, or
                        as alternatives to, other Awards under this Plan or any
                        other incentive or compensation plan of the Company or
                        any Parent or Subsidiary of the Company;

               (g)      grant waivers of Plan or Award conditions;

               (h)      determine the vesting, exercisability and payment of
                        Awards;

               (i)      correct any defect, supply any omission or reconcile
                        any inconsistency in this Plan, any Award or any Award 
                        Agreement;

               (j)      determine whether an Award has been earned; and

               (k)      make all other determinations necessary or advisable
                        for the administration of this Plan.

                        4.2     Committee Discretion.  Any determination made
by the Committee with respect to any Award will be made in its sole discretion
at the time of grant of the Award or, unless in contravention of any express
term of this Plan or Award, at any later time, and such determination will be
final and binding on the Company and on all persons having an interest in any
Award under this Plan.  The Committee may delegate to one or more officers of
the Company the authority to grant an Award under this Plan to Participants who
are not Insiders of the Company.

                        4.3     Exchange Act Requirements.  If two or more
members of the Board are Outside Directors, the Committee will be comprised of
at least two (2) members of the Board, all of whom are Outside Directors and
Disinterested Persons.  During all times that the Company is subject to Section
16 of the Exchange Act, the Company will take appropriate steps to comply with
the disinterested administration requirements of Section 16(b) of the Exchange
Act, which will consist of the appointment by the Board of a Committee
consisting of not less than two (2) members of the Board, each of whom is a
Disinterested Person.

               5.       OPTIONS.  The Committee may grant Options to eligible
persons and will determine whether such Options will be Incentive Stock Options
within the meaning of the Code ("ISO") or Nonqualified Stock Options ("NQSOS"),
the number of Shares subject to the Option, the Exercise Price of the Option,
the period during which the Option may be exercised, and all other terms and
conditions of the Option, subject to the following:

                        5.1     Form of Option Grant.  Each Option granted
under this Plan will be evidenced by an Award Agreement which will expressly
identify the Option as an ISO or an NQSO ("STOCK OPTION AGREEMENT"),




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                                                      CardioGenesis Corporation 
                                                      1996 Equity Incentive Plan


and will be in such form and contain such provisions (which need not be the
same for each Participant) as the Committee may from time to time approve, and
which will comply with and be subject to the terms and conditions of this Plan.

                        5.2     Date of Grant.  The date of grant of an Option
will be the date on which the Committee makes the determination to grant such
Option, unless otherwise specified by the Committee.  The Stock Option
Agreement and a copy of this Plan will be delivered to the Participant within a
reasonable time after the granting of the Option.

                        5.3     Exercise Period.  Options may be exercisable
immediately (subject to repurchase pursuant to Section 12 of this Plan) or may
be exercisable within the times or upon the events determined by the Committee
as set forth in the Stock Option Agreement governing such Option; provided,
however, that no Option will be exercisable after the expiration of ten (10)
years from the date the Option is granted; and provided further that no ISO
granted to a person who directly or by attribution owns more than ten percent
(10%) of the total combined voting power of all classes of stock of the Company
or of any Parent or Subsidiary of the Company ("TEN PERCENT SHAREHOLDER") will
be exercisable after the expiration of five (5) years from the date the ISO is
granted.  The Committee also may provide for the exercise of Options to become
exercisable at one time or from time to time, periodically or otherwise, in
such number of Shares or percentage of Shares as the Committee determines.

                        5.4     Exercise Price.  The Exercise Price of an
Option will be determined by the Committee when the Option is granted and may
be not less than 85% of the Fair Market Value of the Shares on the date of
grant; provided that: (i) the Exercise Price of an ISO will be not less than
100% of the Fair Market Value of the Shares on the date of grant; and (ii) the
Exercise Price of any ISO granted to a Ten Percent Shareholder will not be less
than 110% of the Fair Market Value of the Shares on the date of grant.  Payment
for the Shares purchased may be made in accordance with Section 8 of this Plan.

                        5.5     Method of Exercise.  Options may be exercised
only by delivery to the Company of a written stock option exercise agreement
(the "EXERCISE AGREEMENT") in a form approved by the Committee (which need not
be the same for each Participant), stating the number of Shares being
purchased, the restrictions imposed on the Shares purchased under such Exercise
Agreement, if any, and such representations and agreements regarding
Participant's investment intent and access to information and other matters, if
any, as may be required or desirable by the Company to comply with applicable
securities laws, together with payment in full of the Exercise Price for the
number of Shares being purchased.

                        5.6     Termination.  Notwithstanding the exercise
periods set forth in the Stock Option Agreement, exercise of an Option will
always be subject to the following:

               (a)      If the Participant is Terminated for any reason except
                        death or Disability, then the Participant may exercise
                        such Participant's Options only to the extent that such
                        Options would have been exercisable upon the
                        Termination Date no later than three (3) months after
                        the Termination Date (or such shorter or longer time
                        period not exceeding five (5) years as may be
                        determined by the Committee, with any exercise beyond
                        three (3) months after the Termination Date deemed to
                        be an NQSO), but in any event, no later than the
                        expiration date of the Options.

               (b)      If the Participant is Terminated because of
                        Participant's death or Disability (or the Participant
                        dies within three (3) months after a Termination other
                        than because of Participant's death or disability),
                        then Participant's Options may be exercised only to the
                        extent that such Options would have been exercisable by
                        Participant on the Termination Date and must be
                        exercised by Participant (or Participant's legal
                        representative or authorized assignee) no later than
                        twelve (12) months after the Termination Date (or such
                        shorter or longer time period not exceeding five (5)
                        years as may be determined by the Committee, with any
                        such exercise beyond (a) three (3) months after the
                        Termination Date when the Termination is for any reason
                        other than the Participant's death or Disability, or





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                                                      CardioGenesis Corporation
                                                      1996 Equity Incentive Plan


                        (b) twelve (12) months after the Termination Date when
                        the Termination is for Participant's death or
                        Disability, deemed to be an NQSO), but in any event no
                        later than the expiration date of the Options.

               (c)      If a Participant is determined by the Board to have
                        committed on act of theft, embezzlement, fraud,
                        dishonesty, a breach of fiduciary duty to the Company or
                        Subsidiary, or deliberate disregard of the rules of the
                        Company or Subsidiary, or if a Participant makes any
                        unauthorized disclosure of any of the trade secrets or
                        confidential information of the Company or Subsidiary,
                        engages in any conduct which constitutes unfair
                        competition with the Company or Subsidiary, induces any
                        customer of the Company or Subsidiary to break any
                        contract with the Company or Subsidiary, or induces any
                        principal for whom the Company or Subsidiary acts as
                        agent to terminate such agency relationship, (each of
                        which acts by the Participant shall constitute
                        "Misconduct" for purposes of this Plan) neither the
                        Participant, the Participant's estate nor such other
                        person who may then hold the Option shall be entitled to
                        exercise any Option with respect to any Shares
                        whatsoever, after termination of service, whether or not
                        after termination of service the Participant may receive
                        payment from the Company or Subsidiary for vacation pay,
                        for services rendered prior to termination, for services
                        rendered for the day on which termination occurs, for
                        salary in lieu of notice, or for any other benefits.  In
                        making such determination, the Board shall give the
                        Participant an opportunity to present to the Board
                        evidence on his behalf.  For the purpose of this
                        paragraph, termination of service shall be deemed to
                        occur on the date when the Company dispatches notice or
                        advice to the Participant that his service is
                        terminated.

               (d)      If any Participant's employment is terminated by the
                        Company for any reason other than for Misconduct or, if
                        applicable, by Constructive Termination, within one
                        year after a Change of Control has occurred, then all
                        Options held by such Participant shall become fully
                        vested for exercise upon the date of termination,
                        irrespective of the vesting provisions of the
                        Participant's Option agreement.  For purposes of this
                        subsection (d), the term "Change of Control" shall have
                        the meaning assigned by this Plan, unless a different
                        meaning is defined in an individual Participant's
                        Option.

                        5.7     Limitations on Exercise.  The Committee may
specify a reasonable minimum number of Shares that may be purchased on any
exercise of an Option, provided that such minimum number will not prevent
Participant from exercising the Option for the full number of Shares for which
it is then exercisable.

                        5.8     Limitations on ISOs.  The aggregate Fair Market
Value (determined as of the date of grant) of Shares with respect to which ISOs
are exercisable for the first time by a Participant during any calendar year
(under this Plan or under any other incentive stock option plan of the Company
or any Parent or Subsidiary of the Company) will not exceed $100,000.  If the
Fair Market Value of Shares on the date of grant with respect to which ISOs are
exercisable for the first time by a Participant during any calendar year
exceeds $100,000, then the Options for the first $100,000 worth of Shares to
become exercisable in such calendar year will be ISOs and the Options for the
amount in excess of $100,000 that become exercisable in that calendar year will
be NQSOs.  In the event that the Code or the regulations promulgated thereunder
are amended after the Effective Date of this Plan to provide for a different
limit on the Fair Market Value of Shares permitted to be subject to ISOs, such
different limit will be automatically incorporated herein and will apply to any
Options granted after the effective date of such amendment.

                        5.9     Modification, Extension or Renewal.  The
Committee may modify, extend or renew outstanding Options and authorize the
grant of new Options in substitution therefor, provided that any such action
may not, without the written consent of a Participant, impair any of such
Participant's rights under any Option previously granted.  Any outstanding ISO
that is modified, extended, renewed or otherwise altered will be treated in
accordance with Section 424(h) of the Code.  The Committee may reduce the
Exercise Price of outstanding Options without the consent of Participants
affected by a written notice to them; provided, however, that the Exercise
Price may not be reduced below the minimum Exercise Price that would be
permitted under Section 5.4 of this Plan for Options granted on the date the
action is taken to reduce the Exercise Price.





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                                                      CardioGenesis Corporation
                                                      1996 Equity Incentive Plan


                        5.10    No Disqualification.  Notwithstanding any other
provision in this Plan, no term of this Plan relating to ISOs will be
interpreted, amended or altered, nor will any discretion or authority granted
under this Plan be exercised, so as to disqualify this Plan under Section 422
of the Code or, without the consent of the Participant affected, to disqualify
any ISO under Section 422 of the Code.

               6.       RESTRICTED STOCK.  A Restricted Stock Award is an offer
by the Company to sell to an eligible person Shares that are subject to
restrictions.  The Committee will determine to whom an offer will be made, the
number of Shares the person may purchase, the price to be paid (the "PURCHASE
PRICE"), the restrictions to which the Shares will be subject, and all other
terms and conditions of the Restricted Stock Award, subject to the following:

                        6.1     Form of Restricted Stock Award.  All purchases
under a Restricted Stock Award made pursuant to this Plan will be evidenced by
an Award Agreement ("RESTRICTED STOCK PURCHASE AGREEMENT") that will be in such
form (which need not be the same for each Participant) as the Committee will
from time to time approve, and will comply with and be subject to the terms and
conditions of this Plan.  The offer of Restricted Stock will be accepted by the
Participant's execution and delivery of the Restricted Stock Purchase Agreement
and full payment for the Shares to the Company within thirty (30) days from the
date the Restricted Stock Purchase Agreement is delivered to the person.  If
such person does not execute and deliver the Restricted Stock Purchase
Agreement along with full payment for the Shares to the Company within thirty
(30) days, then the offer will terminate, unless otherwise determined by the
Committee.

                        6.2     Purchase Price.  The Purchase Price of Shares
sold pursuant to a Restricted Stock Award will be determined by the Committee
and will be at least 85% of the Fair Market Value of the Shares on the date the
Restricted Stock Award is granted, except in the case of a sale to a Ten
Percent Shareholder, in which case the Purchase Price will be 100% of the Fair
Market Value.  Payment of the Purchase Price may be made in accordance with
Section 8 of this Plan.

                        6.3     Restrictions.  Restricted Stock Awards will be
subject to such restrictions (if any) as the Committee may impose.  The
Committee may provide for the lapse of such restrictions in installments and
may accelerate or waive such restrictions, in whole or part, based on length of
service, performance or such other factors or criteria as the Committee may
determine.

               7.       STOCK BONUSES.

                        7.1     Awards of Stock Bonuses.  A Stock Bonus is an
award of Shares (which may consist of Restricted Stock) for services rendered
to the Company or any Parent or Subsidiary of the Company.  A Stock Bonus may
be awarded for past services already rendered to the Company, or any Parent or
Subsidiary of the Company pursuant to an Award Agreement (the "STOCK BONUS
AGREEMENT") that will be in such form (which need not be the same for each
Participant) as the Committee will from time to time approve, and will comply
with and be subject to the terms and conditions of this Plan.  A Stock Bonus
may be awarded upon satisfaction of such performance goals as are set out in
advance in the Participant's individual Award Agreement (the "PERFORMANCE STOCK
BONUS AGREEMENT") that will be in such form (which need not be the same for
each Participant) as the Committee will from time to time approve, and will
comply with and be subject to the terms and conditions of this Plan.  Stock
Bonuses may vary from Participant to Participant and between groups of
Participants, and may be based upon the achievement of the Company, Parent
and/or Subsidiary individual performance factors or upon such other criteria as
the Committee may determine.

                        7.2     Terms of Stock Bonuses.  The Committee will
determine the number of Shares to be awarded to the Participant and whether
such Shares will be Restricted Stock.  If the Stock Bonus is being earned upon
the satisfaction of performance goals pursuant to a Performance Stock Bonus
Agreement, then the Committee will determine:  (a) the nature, length and
starting date of any period during which performance is to be measured (the
"PERFORMANCE PERIOD") for each Stock Bonus; (b) the performance goals and
criteria to be used to measure the performance, if any; (c) the number of
Shares that may be awarded to the Participant; and (d) the extent to which such
Stock Bonuses have been earned.  Performance Periods may overlap and
Participants may participate





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                                                      CardioGenesis Corporation
                                                      1996 Equity Incentive Plan


simultaneously with respect to Stock Bonuses that are subject to different
Performance Periods and different performance goals and other criteria.  The
number of Shares may be fixed or may vary in accordance with such performance
goals and criteria as may be determined by the Committee.  The Committee may
adjust the performance goals applicable to the Stock Bonuses to take into
account changes in law and accounting or tax rules and to make such adjustments
as the Committee deems necessary or appropriate to reflect the impact of
extraordinary or unusual items, events or circumstances to avoid windfalls or
hardships.

                        7.3     Form of Payment.  The earned portion of a Stock
Bonus may be paid currently or on a deferred basis with such interest or
dividend equivalent, if any, as the Committee may determine.  Payment may be
made in the form of cash, whole Shares, including Restricted Stock, or a
combination thereof, either in a lump sum payment or in installments, all as
the Committee will determine.

                        7.4     Termination During Performance Period.  If a
Participant is Terminated during a Performance Period for any reason, then such
Participant will be entitled to payment (whether in Shares, cash or otherwise)
with respect to the Stock Bonus only to the extent earned as of the date of
Termination in accordance with the Performance Stock Bonus Agreement, unless
the Committee will determine otherwise.

               8.       PAYMENT FOR SHARE PURCHASES.

                        8.1     Payment.  Payment for Shares purchased pursuant
to this Plan may be made in cash (by check) or, where expressly approved for
the Participant by the Committee and where permitted by law:

               (a)      by cancellation of indebtedness of the Company to the
                        Participant;

               (b)      by surrender of shares that either:  (1) have been
                        owned by Participant for more than six (6) months and
                        have been paid for within the meaning of SEC Rule 144
                        (and, if such shares were purchased from the Company by
                        use of a promissory note, such note has been fully paid
                        with respect to such shares); or (2) were obtained by
                        Participant in the public market;

               (c)      by tender of a full recourse promissory note having
                        such terms as may be approved by the Committee and
                        bearing interest at a rate sufficient to avoid
                        imputation of income under Sections 483 and 1274 of the
                        Code; provided, however, that Participants who are not
                        employees or directors of the Company will not be
                        entitled to purchase Shares with a promissory note
                        unless the note is adequately secured by collateral
                        other than the Shares;

               (d)      by waiver of compensation due or accrued to the
                        Participant for services rendered;

               (e)      with respect only to purchases upon exercise of an
                        Option, and provided that a public market for the
                        Company's stock exists:

                        (1)     through a "same day sale" commitment from the
                                Participant and a broker-dealer that is a
                                member of the National Association of
                                Securities Dealers (an "NASD DEALER") whereby
                                the Participant irrevocably elects to exercise
                                the Option and to sell a portion of the Shares
                                so purchased to pay for the Exercise Price, and
                                whereby the NASD Dealer irrevocably commits
                                upon receipt of such Shares to forward the
                                Exercise Price directly to the Company; or

                        (2)     through a "margin" commitment from the
                                Participant and a NASD Dealer whereby the
                                Participant irrevocably elects to exercise the
                                Option and to pledge the Shares so purchased to
                                the NASD Dealer in a margin account as security
                                for a loan from the NASD Dealer in the amount
                                of the Exercise Price, and whereby the NASD
                                Dealer irrevocably commits upon receipt of such
                                Shares to forward the Exercise Price directly
                                to the Company; or

               (f)      by any combination of the foregoing.





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                                                      CardioGenesis Corporation
                                                      1996 Equity Incentive Plan


                        8.2     Loan Guarantees.  The Committee may help the
Participant pay for Shares purchased under this Plan by authorizing a guarantee
by the Company of a third-party loan to the Participant.

               9.       WITHHOLDING TAXES.

                        9.1     Withholding Generally.  Whenever Shares are to
be issued in satisfaction of Awards granted under this Plan, the Company may
require the Participant to remit to the Company an amount sufficient to satisfy
federal, state and local withholding tax requirements prior to the delivery of
any certificate or certificates for such Shares.  Whenever, under this Plan,
payments in satisfaction of Awards are to be made in cash, such payment will be
net of an amount sufficient to satisfy federal, state, and local withholding
tax requirements.

                        9.2     Stock Withholding.  When, under applicable tax
laws, a Participant incurs tax liability in connection with the exercise or
vesting of any Award that is subject to tax withholding and the Participant is
obligated to pay the Company the amount required to be withheld, the Committee
may in its sole discretion allow the Participant to satisfy the minimum
withholding tax obligation by electing to have the Company withhold from the
Shares to be issued that number of Shares having a Fair Market Value equal to
the minimum amount required to be withheld, determined on the date that the
amount of tax to be withheld is to be determined (the "TAX DATE").  All
elections by a Participant to have Shares withheld for this purpose will be
made in writing in a form acceptable to the Committee and will be subject to
the following restrictions:

               (a)      the election must be made on or prior to the applicable
                        Tax Date;

               (b)      once made, then except as provided below, the election
                        will be irrevocable as to the particular Shares as to
                        which the election is made;

               (c)      all elections will be subject to the consent or
                        disapproval of the Committee;

               (d)      if the Participant is an Insider and if the Company is
                        subject to Section 16(b) of the Exchange Act:  (1) the
                        election may not be made within six (6) months of the
                        date of grant of the Award, except as otherwise
                        permitted by SEC Rule 16b-3(e) under the Exchange Act,
                        and (2) either (A) the election to use stock
                        withholding must be irrevocably made at least six (6)
                        months prior to the Tax Date (although such election
                        may be revoked at any time at least six (6) months
                        prior to the Tax Date) or (B) the exercise of the
                        Option or election to use stock withholding must be
                        made in the ten (10) day period beginning on the third
                        day following the release of the Company's quarterly or
                        annual summary statement of sales or earnings; and

               (e)      in the event that the Tax Date is deferred until six
                        (6) months after the delivery of Shares under Section
                        83(b) of the Code, the Participant will receive the
                        full number of Shares with respect to which the
                        exercise occurs, but such Participant will be
                        unconditionally obligated to tender back to the Company
                        the proper number of Shares on the Tax Date.

               10.      PRIVILEGES OF STOCK OWNERSHIP.

                        10.1      Voting and Dividends.  No Participant will
have any of the rights of a shareholder with respect to any Shares until the
Shares are issued to the Participant.  After Shares are issued to the
Participant, the Participant will be a shareholder and have all the rights of a
shareholder with respect to such Shares, including the right to vote and
receive all dividends or other distributions made or paid with respect to such
Shares; provided, that if such Shares are Restricted Stock, then any new,
additional or different securities the Participant may become entitled to
receive with respect to such Shares by virtue of a stock dividend, stock split
or any other change in the corporate or capital structure of the Company will
be subject to the same restrictions as the Restricted Stock; provided, further,
that the Participant will have no right to retain such stock dividends or stock
distributions with respect to Shares that are repurchased at the Participant's
original Purchase Price pursuant to Section 12.





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                                                      CardioGenesis Corporation
                                                      1996 Equity Incentive Plan


                        10.2      Financial Statements.  The Company will
provide financial statements to each Participant prior to such Participant's
purchase of Shares under this Plan, and to each Participant annually during the
period such Participant has Awards outstanding; provided, however, the Company
will not be required to provide such financial statements to Participants whose
services in connection with the Company assure them access to equivalent
information.

               11.      TRANSFERABILITY.  Awards granted under this Plan, and
any interest therein, will not be transferable or assignable by Participant,
and may not be made subject to execution, attachment or similar process,
otherwise than by will or by the laws of descent and distribution or as
consistent with the specific Plan and Award Agreement provisions relating
thereto.  During the lifetime of the Participant an Award will be exercisable
only by the Participant, and any elections with respect to an Award, may be
made only by the Participant.

               12.      RESTRICTIONS ON SHARES.  At the discretion of the
Committee, the Company may reserve to itself and/or its assignee(s) in the
Award Agreement a right to repurchase a portion of or all Shares held by a
Participant following such Participant's Termination at any time within ninety
(90) days after the later of Participant's Termination Date and the date
Participant purchases Shares under this Plan, for cash and/or cancellation of
purchase money indebtedness, at:  (A) with respect to Shares that are "Vested"
(as defined in the Award Agreement), the higher of:  (l) Participant's original
Purchase Price, or (2) the Fair Market Value of such Shares on Participant's
Termination Date, provided, that such right of repurchase (i) must be exercised
as to all such "Vested" Shares unless a Participant consents to the Company's
repurchase of only a portion of such "Vested" Shares and (ii) terminates when
the Company's securities become publicly traded; or (B) with respect to Shares
that are not "Vested" (as defined in the Award Agreement), at the Participant's
original Purchase Price, provided, that the right to repurchase at the original
Purchase Price lapses at the rate of at least 20% per year over five (5) years
from the date the Shares were purchased (or from the date of grant of options
in the case of Shares obtained pursuant to a Stock Option Agreement and Stock
Option Exercise Agreement), and if the right to repurchase is assignable, the
assignee must pay the Company, upon assignment of the right to repurchase, cash
equal to the excess of the Fair Market Value of the Shares over the original
Purchase Price.

               13.      CERTIFICATES.  All certificates for Shares or other
securities delivered under this Plan will be subject to such stock transfer
orders, legends and other restrictions as the Committee may deem necessary or
advisable, including restrictions under any applicable federal, state or
foreign securities law, or any rules, regulations and other requirements of the
SEC or any stock exchange or automated quotation system upon which the Shares
may be listed or quoted.

               14.      ESCROW; PLEDGE OF SHARES.  To enforce any restrictions
on a Participant's Shares, the Committee may require the Participant to deposit
all certificates representing Shares, together with stock powers or other
instruments of transfer approved by the Committee, appropriately endorsed in
blank, with the Company or an agent designated by the Company to hold in escrow
until such restrictions have lapsed or terminated, and the Committee may cause
a legend or legends referencing such restrictions to be placed on the
certificates.  Any Participant who is permitted to execute a promissory note as
partial or full consideration for the purchase of Shares under this Plan will
be required to pledge and deposit with the Company all or part of the Shares so
purchased as collateral to secure the payment of Participant's obligation to
the Company under the promissory note; provided, however, that the Committee
may require or accept other or additional forms of collateral to secure the
payment of such obligation and, in any event, the Company will have full
recourse against the Participant under the promissory note notwithstanding any
pledge of the Participant's Shares or other collateral.  In connection with any
pledge of the Shares, Participant will be required to execute and deliver a
written pledge agreement in such form as the Committee will from time to time
approve.  The Shares purchased with the promissory note may be released from
the pledge on a pro rata basis as the promissory note is paid.

               15.      EXCHANGE AND BUYOUT OF AWARDS.  The Committee may, at
any time or from time to time, authorize the Company, with the consent of the
respective Participants, to issue new Awards in exchange for the surrender and
cancellation of any or all outstanding Awards.  The Committee may at any time
buy from a Participant an Award previously granted with payment in cash, Shares
(including Restricted Stock) or other consideration, based on such terms and
conditions as the Committee and the Participant may agree.





                                     - 8 -
<PAGE>   9
                                                      CardioGenesis Corporation
                                                      1996 Equity Incentive Plan


               16.      SECURITIES LAW AND OTHER REGULATORY COMPLIANCE.  An
Award will not be effective unless such Award is in compliance with all
applicable federal and state securities laws, rules and regulations of any
governmental body, and the requirements of any stock exchange or automated
quotation system upon which the Shares may then be listed or quoted, as they
are in effect on the date of grant of the Award and also on the date of
exercise or other issuance.  Notwithstanding any other provision in this Plan,
the Company will have no obligation to issue or deliver certificates for Shares
under this Plan prior to:  (a) obtaining any approvals from governmental
agencies that the Company determines are necessary or advisable; and/or (b)
completion of any registration or other qualification of such Shares under any
state or federal law or ruling of any governmental body that the Company
determines to be necessary or advisable.  The Company will be under no
obligation to register the Shares with the SEC or to effect compliance with the
registration, qualification or listing requirements of any state securities
laws, stock exchange or automated quotation system, and the Company will have
no liability for any inability or failure to do so.

               17.      NO OBLIGATION TO EMPLOY.  Nothing in this Plan or any
Award granted under this Plan will confer or be deemed to confer on any
Participant any right to continue in the employ of, or to continue any other
relationship with, the Company or any Parent or Subsidiary of the Company or
limit in any way the right of the Company or any Parent or Subsidiary of the
Company to terminate Participant's employment or other relationship at any
time, with or without cause.

               18.      CORPORATE TRANSACTIONS.

                        18.1      Assumption or Replacement of Awards by
Successor.  In the event of (a) a dissolution or liquidation of the Company,
(b) a merger or consolidation in which the Company is not the surviving
corporation (other than a merger or consolidation with a wholly-owned
subsidiary, a reincorporation of the Company in a different jurisdiction, or
other transaction in which there is no substantial change in the shareholders
of the Company or their relative stock holdings and the Awards granted under
this Plan are assumed, converted or replaced by the successor corporation,
which assumption will be binding on all Participants), (c) a merger in which
the Company is the surviving corporation but after which shareholders owning at
least 80% of the voting stock of the Company (other than any shareholder which
merges, or which owns or controls another corporation which merges, with the
Company in such merger) cease to own their shares or other equity interests in
the Company, or (d) the sale of substantially all of the assets of the Company,
any or all outstanding Awards may be assumed, converted or replaced by the
successor corporation (if any), which assumption, conversion or replacement
will be binding on all Participants.  In the alternative, the successor
corporation may substitute equivalent Awards or provide substantially similar
consideration to Participants as was provided to shareholders (after taking
into account the existing provisions of the Awards).  The successor corporation
may also issue, in place of outstanding Shares of the Company held by the
Participant, substantially similar shares or other property subject to
repurchase restrictions no less favorable to the Participant.  In the event
such successor corporation (if any) refuses to assume or substitute Options, as
provided above, pursuant to a transaction described in this Subsection 18.1,
then notwithstanding any other provision in this Plan to the contrary, such
Options will accelerate at such time and on such conditions as the Board
determines.

                        18.2      Other Treatment of Awards.  Subject to any
greater rights granted to Participants under the foregoing provisions of this
Section 18, in the event of the occurrence of any transaction described in
Section 18.1, any outstanding Awards will be treated as provided in the
applicable agreement or plan of merger, consolidation, dissolution,
liquidation, sale of assets or other "corporate transaction."

                        18.3      Assumption of Awards by the Company.  The
Company, from time to time, also may substitute or assume outstanding awards
granted by another company, whether in connection with an acquisition of such
other company or otherwise, by either; (a) granting an Award under this Plan in
substitution of such other company's award; or (b) assuming such award as if it
had been granted under this Plan if the terms of such assumed award could be
applied to an Award granted under this Plan.  Such substitution or assumption
will be permissible if the holder of the substituted or assumed award would
have been eligible to be granted an Award under this Plan if the other company
had applied the rules of this Plan to such grant.  In the event the Company
assumes an award granted by another company, the terms and conditions of such
award will remain unchanged (except that the exercise price and the number and
nature of Shares issuable upon exercise of any such option will be adjusted
appropriately





                                     - 9 -
<PAGE>   10
                                                      CardioGenesis Corporation
                                                      1996 Equity Incentive Plan


pursuant to Section 424(a) of the Code).  In the event the Company elects to
grant a new Option rather than assuming an existing option, such new Option may
be granted with a similarly adjusted Exercise Price.

               19.      ADOPTION AND SHAREHOLDER APPROVAL.  This Plan will
become effective on the date on which the registration statement filed by the
Company with the SEC under the Securities Act registering the initial public
offering of the Company's Common Stock is declared effective by the SEC (the
"EFFECTIVE DATE"); provided, however, that if the Effective Date does not occur
on or before December 31, 1996, this Plan will terminate having never become
effective.  This Plan shall be approved by the shareholders of the Company
(excluding Shares issued pursuant to this Plan), consistent with applicable
laws, within twelve (12) months before or after the date this Plan is adopted
by the Board.  Upon the Effective Date, the Board may grant Awards pursuant to
this Plan; provided, however, that: (a) no Option may be exercised prior to
initial shareholder approval of this Plan; (b) no Option granted pursuant to an
increase in the number of Shares subject to this Plan approved by the Board
will be exercised prior to the time such increase has been approved by the
shareholders of the Company; and (c) in the event that shareholder approval of
such increase is not obtained within the time period provided herein, all
Awards granted hereunder will be canceled, any Shares issued pursuant to any
Award will be canceled, and any purchase of Shares hereunder will be rescinded.
So long as the Company is subject to Section 16(b) of the Exchange Act, the
Company will comply with the requirements of Rule 16b-3 (or its successor), as
amended, with respect to shareholder approval.

               20.      TERM OF PLAN/GOVERNING LAW.  Unless earlier terminated
as provided herein, this Plan will terminate ten (10) years from the date this
Plan is adopted by the Board or, if earlier, the date of shareholder approval.
This Plan and all agreements thereunder shall be governed by and construed in
accordance with the laws of the State of California.

               21.      AMENDMENT OR TERMINATION OF PLAN.  The Board may at any
time terminate or amend this Plan in any respect, including without limitation
amendment of any form of Award Agreement or instrument to be executed pursuant
to this Plan; provided, however, that the Board will not, without the approval
of the shareholders of the Company, amend this Plan in any manner that requires
such shareholder approval pursuant to the Code or the regulations promulgated
thereunder as such provisions apply to ISO plans or (if the Company is subject
to the Exchange Act or Section 16(b) of the Exchange Act) pursuant to the
Exchange Act or Rule 16b-3 (or its successor), as amended, thereunder,
respectively.

               22.      NONEXCLUSIVITY OF THE PLAN.  Neither the adoption of
this Plan by the Board, the submission of this Plan to the shareholders of the
Company for approval, nor any provision of this Plan will be construed as
creating any limitations on the power of the Board to adopt such additional
compensation arrangements as it may deem desirable, including, without
limitation, the granting of stock options and bonuses otherwise than under this
Plan, and such arrangements may be either generally applicable or applicable
only in specific cases.

               23.      DEFINITIONS.  As used in this Plan, the following terms
will have the following meanings:

                        "AWARD" means any award under this Plan, including any
Option, Restricted Stock or Stock Bonus.

                        "AWARD AGREEMENT" means, with respect to each Award,
the signed written agreement between the Company and the Participant setting
forth the terms and conditions of the Award.

                        "BOARD" means the Board of Directors of the Company.

                        "CHANGE OF CONTROL" means any of the following events:
(i) any "person" (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act is or becomes the beneficial owner (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the Company (not
including in the securities beneficially owned by such person any securities
acquired directly from the Company or any of its Affiliates) representing more
than 20% of either the then outstanding shares of the Common Stock of the
Company or the combined voting power of the Company's then outstanding voting
securities; (ii) during any period of two





                                     - 10 -
<PAGE>   11
                                                      CardioGenesis Corporation
                                                      1996 Equity Incentive Plan


consecutive years, individuals who at the beginning of such period constituted
the Board and any new director (other than a director designated by a person
who has entered into an agreement or arrangement with the Company to effect a
transaction described in clause (i) or (ii) of this sentence) whose
appointment, election, or nomination for election by the Company's
stockholders, was approved by a vote of at least two-thirds (2/3) of the
directors then still in office who either were directors at the beginning of
the period or whose appointment, election or nomination for election was
previously so approved, cease for any reason to constitute a majority of the
Board; or (iii) there is consummated a merger or consolidation of the Company
or subsidiary thereof with or into any other corporation, other than a merger
or consolidation which would result in the holders of the voting securities of
the Company outstanding immediately prior thereto holding securities which
represent immediately after such merger or consolidation more than 50% of the
combined voting power of the voting securities of either the Company or the
other entity which survives such merger or consolidation or the parent of the
entity which survives such merger or consolidation; or (iv) the stockholders of
the Company approve a plan of complete liquidation of the Company or there is
consummated the sale or disposition by the Company of all or substantially all
of the Company's assets, other than a sale or disposition by the Company of all
or substantially all of the Company's assets to an entity, at least 80% of the
combined voting power of the voting securities of which are owned by persons in
substantially the same proportions as their ownership of the Company
immediately prior to such sale.  Notwithstanding the foregoing (i) no "Change
of Control" shall be deemed to have occurred if there is consummated any
transaction or series of integrated transactions immediately following which
the record holders of the Common Stock of the Company immediately prior to such
transaction or series of transactions continue to have substantially the same
proportionate ownership in an entity which owns all or substantially all of the
assets of the Company immediately prior to such transaction or series of
transactions and (ii) "Change of Control" shall exclude the acquisition of
securities representing more than 20% of either the then outstanding shares of
the Common Stock of the Company or the combined voting power of the Company's
then outstanding voting securities by the Company or any of its wholly owned
subsidiaries, or any trustee or other fiduciary holding securities of the
Company under an employee benefit plan now or hereafter established by the
Company.

                        "CODE" means the Internal Revenue Code of 1986, as
amended.

                        "COMMITTEE" means the committee appointed by the Board
to administer this Plan, or if no such committee is appointed, the Board.

                        "COMPANY" means CardioGenesis Corporation or any
successor corporation.

                        "CONSTRUCTIVE TERMINATION" means a resignation by a
Participant who has been elected by the Board as a corporate officer of the
Company due to diminution or adverse change in the circumstances of such
Participant's employment with the Company, as determined in good faith by the
Participant; including, without limitation, reporting relationships, job
description, duties, responsibilities, compensation, perquisites, office or
location of employment.  Constructive Termination shall be communicated by
written notice to the Company, and such termination shall be deemed to occur on
the date such notice is delivered to the Company.

                        "DISABILITY" means a disability, whether temporary or
permanent, partial or total, within the meaning of Section 22(e)(3) of the
Code, as determined by the Committee.

                        "DISINTERESTED PERSON" means a director who has not,
during the period that person is a member of the Committee and for one year
prior to commencing service as a member of the Committee, been granted or
awarded equity securities pursuant to this Plan or any other plan of the
Company or any Parent or Subsidiary of the Company, except in accordance with
the requirements set forth in Rule 16b-3(c)(2)(i) (and any successor regulation
thereto) as promulgated by the SEC under Section 16(b) of the Exchange Act, as
such rule is amended from time to time and as interpreted by the SEC.

                        "EXCHANGE ACT" means the Securities Exchange Act of
1934, as amended.

                        "EXERCISE PRICE" means the price at which a holder of
an Option may purchase the Shares issuable upon exercise of the Option.





                                     - 11 -
<PAGE>   12
                                                      CardioGenesis Corporation
                                                      1996 Equity Incentive Plan


                        "FAIR MARKET VALUE" means, as of any date, the value of
a share of the Company's Common Stock determined as follows:

               (a)      if such Common Stock is then quoted on the Nasdaq
                        National Market, its closing price on the Nasdaq
                        National Market on the last trading day prior to the
                        date of determination as reported in The Wall Street
                        Journal;

               (b)      if such Common Stock is publicly traded and is then
                        listed on a national securities exchange, its closing
                        price on the last trading day prior to the date of
                        determination on the principal national securities
                        exchange on which the Common Stock is listed or
                        admitted to trading as reported in The Wall Street
                        Journal;

               (c)      if such Common Stock is publicly traded but is not
                        quoted on the Nasdaq National Market nor listed or
                        admitted to trading on a national securities exchange,
                        the average of the closing bid and asked prices on the
                        last trading day prior to the date of determination as
                        reported in The Wall Street Journal; or

               (d)      if none of the foregoing is applicable, by the
                        Committee in good faith.

                        "INSIDER" means an officer or director of the Company
or any other person whose transactions in the Company's Common Stock are
subject to Section 16 of the Exchange Act.

                        "OUTSIDE DIRECTOR" means any director who is not; (a) a
current employee of the Company or any Parent or Subsidiary of the Company; (b)
a former employee of the Company or any Parent or Subsidiary of the Company who
is receiving compensation for prior services (other than benefits under a
tax-qualified pension plan); (c) a current or former officer of the Company or
any Parent or Subsidiary of the Company; or (d) currently receiving
compensation for personal services in any capacity, other than as a director,
from the Company or any Parent or Subsidiary of the Company; provided, however,
that at such time as the term "Outside Director", as used in Section 162(m) of
the Code is defined in regulations promulgated under Section 162(m) of the
Code, "Outside Director" will have the meaning set forth in such regulations,
as amended from time to time and as interpreted by the Internal Revenue
Service.

                        "OPTION" means an award of an option to purchase Shares
pursuant to Section 5.

                        "PARENT" means any corporation (other than the Company)
in an unbroken chain of corporations ending with the Company, if at the time of
the granting of an Award under this Plan, each of such corporations other than
the Company owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain.

                        "PARTICIPANT" means a person who receives an Award
under this Plan.

                        "PLAN" means this CardioGenesis Corporation 1996 Equity
Incentive Plan, as amended from time to time.

                        "RESTRICTED STOCK AWARD" means an award of Shares
pursuant to Section 6.

                        "SEC" means the Securities and Exchange Commission.

                        "SECURITIES ACT" means the Securities Act of 1933, as
amended.

                        "SHARES" means shares of the Company's Common Stock
reserved for issuance under this Plan, as adjusted pursuant to Sections 2 and
18, and any successor security.

                        "STOCK BONUS" means an award of Shares, or cash in lieu
of Shares, pursuant to Section 7.





                                     - 12 -
<PAGE>   13
                                                      CardioGenesis Corporation
                                                      1996 Equity Incentive Plan


                        "SUBSIDIARY" means any corporation (other than the
Company) in an unbroken chain of corporations beginning with the Company if
each of the corporations other than the last corporation in the unbroken chain
owns stock possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain.

                 "TERMINATION" or "TERMINATED"  means, for purposes of this
Plan with respect to a Participant, that the Participant has for any reason
ceased to provide services as an employee, director, consultant or advisor to
the Company or a Parent or Subsidiary of the Company.  An employee will not be
deemed to have ceased to provide services in the case of (i) sick leave, (ii)
military leave, or (iii) any other leave of absence approved by the Committee,
provided, that such leave is for a period of not more than 90 days, unless
reemployment upon the expiration of such leave is guaranteed by contract or
statute or unless provided otherwise pursuant to formal policy adopted from
time to time by the Company and issued and promulgated to employees in writing.
In the case of any employee on an approved leave of absence, the Committee may
make such provisions respecting suspension of vesting of the Option while on
leave from the employ of the Company or a Subsidiary as it may deem
appropriate, except that in no event may an Option be exercised after the
expiration of the term set forth in the Option agreement.  The Committee will
have sole discretion to determine whether a Participant has ceased to provide
services and the effective date on which the Participant ceased to provide
services (the "Termination Date").





                                     - 13 -