<PAGE>

                                                                     EXHIBIT 4.6

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS
SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN SECURED BY SUCH SECURITIES

                          COMMON STOCK PURCHASE WARRANT

                 To Purchase 3,139,535 Shares of Common Stock of

                            CARDIOGENESIS CORPORATION

               THIS COMMON STOCK PURCHASE WARRANT CERTIFIES that, for value
received, ____________ (the "Holder"), is entitled, upon the terms and subject
to the limitations on exercise and the conditions hereinafter set forth, at any
time on or after January 21, 2004 (the "Initial Exercise Date") and on or prior
to the close of business on January 21, 2009 (the "Termination Date") but not
thereafter, to subscribe for and purchase from CardioGenesis Corporation, a
corporation incorporated in the State of California (the "Company"), up to
___________ shares (the "Warrant Shares") of Common Stock, no par value, of the
Company (the "Common Stock"). The purchase price of one share of Common Stock
(the "Exercise Price") under this Warrant shall be $1.37, subject to adjustment
hereunder. The Exercise Price and the number of Warrant Shares for which the
Warrant is exercisable shall be subject to adjustment as provided herein.
CAPITALIZED TERMS USED AND NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS
SET FORTH IN THAT CERTAIN SECURITIES PURCHASE AGREEMENT (THE "PURCHASE
AGREEMENT"), DATED JANUARY 21, 2004, BETWEEN THE COMPANY AND THE PURCHASERS
SIGNATORY THERETO.


                                       1

<PAGE>

        1. Title to Warrant. Prior to the Termination Date and subject to
compliance with applicable laws and Section 7 of this Warrant, this Warrant and
all rights hereunder are transferable, in whole or in part, at the office or
agency of the Company by the Holder in person or by duly authorized attorney,
upon surrender of this Warrant together with the Assignment Form annexed hereto
properly endorsed. The transferee shall sign an investment letter in form and
substance reasonably satisfactory to the Company.

        2. Authorization of Shares. The Company covenants that all Warrant
Shares which may be issued upon the exercise of the purchase rights represented
by this Warrant will, upon exercise of the purchase rights represented by this
Warrant, be duly authorized, validly issued, fully paid and nonassessable and
free from all taxes, liens and charges in respect of the issue thereof (other
than taxes in respect of any transfer occurring contemporaneously with such
issue).

        3. Exercise of Warrant.

                (a) Exercise of the purchase rights represented by this Warrant
        may be made at any time or times on or after the Initial Exercise Date
        and on or before the Termination Date by the surrender of this Warrant
        and the Notice of Exercise Form annexed hereto duly executed, at the
        office of the Company (or such other office or agency of the Company as
        it may designate by notice in writing to the registered Holder at the
        address of such Holder appearing on the books of the Company) and upon
        payment of the Exercise Price of the Warrant Shares thereby purchased by
        wire transfer or cashier's check drawn on a United States bank or by
        means of a cashless exercise pursuant to Section 3(d), the Holder shall
        be entitled to receive a certificate for the number of Warrant Shares so
        purchased. Certificates for Warrant Shares purchased hereunder shall be
        delivered to the Holder within three (3) Business Days after the date on
        which this Warrant shall have been exercised as aforesaid. This Warrant
        shall be deemed to have been exercised and such certificate or
        certificates shall be deemed to have been issued, and the Holder or any
        other person so designated to be named therein shall be deemed to have
        become a holder of record of such Warrant Shares for all purposes, as of
        the date this Warrant shall have been surrendered, the Notice of
        Exercise Form delivered and the Exercise Price for such Warrant Shares
        shall have been paid. If the Company fails to deliver to the Holder a
        certificate or certificates representing the Warrant Shares pursuant to
        this Section 3(a) by the close of business on the third Business Day
        after the date of exercise, then the Holder will have the right to
        rescind such exercise. In addition to any other rights available to the
        Holder, if the Company fails to deliver to the Holder a certificate or
        certificates representing the Warrant Shares pursuant to an exercise by
        the close of business on the third Business Day after the date of
        exercise, and if after such third Business Day the Holder is required by
        its broker to purchase (in an open market transaction or otherwise)
        shares of Common Stock to deliver in satisfaction of a sale by the
        Holder of the Warrant Shares which the Holder anticipated receiving upon
        such exercise (a "Buy-In"), then the Company shall (1) pay in cash to
        the Holder the amount by which (x) the Holder's total purchase price
        (including brokerage commissions, if any) for the shares of Common Stock
        so purchased exceeds (y) the


                                       2
<PAGE>

        amount obtained by multiplying (A) the number of Warrant Shares that the
        Company was required to deliver to the Holder in connection with the
        exercise at issue times (B) the price at which the sell order giving
        rise to such purchase obligation was executed, and (2) at the option of
        the Holder, either reinstate the portion of the Warrant and equivalent
        number of Warrant Shares for which such exercise was not honored or
        deliver to the Holder the number of shares of Common Stock that would
        have been issued had the Company timely complied with its exercise and
        delivery obligations hereunder. For example, if the Holder purchases
        Common Stock having a total purchase price of $11,000 to cover a Buy-In
        with respect to an attempted exercise of shares of Common Stock with an
        aggregate sale price giving rise to such purchase obligation of $10,000,
        under clause (1) of the immediately preceding sentence the Company shall
        be required to pay the Holder $1,000. The Holder shall provide the
        Company written notice indicating the amounts payable to the Holder in
        respect of the Buy-In, together with applicable confirmations and other
        evidence reasonably requested by the Company. Nothing herein shall limit
        a Holder's right to pursue any other remedies available to it hereunder,
        at law or in equity including, without limitation, a decree of specific
        performance and/or injunctive relief with respect to the Company's
        failure to timely deliver certificates representing shares of Common
        Stock upon exercise of the Warrant as required pursuant to the terms
        hereof.

                (b) If this Warrant shall have been exercised in part, the
        Company shall, at the time of delivery of the certificate or
        certificates representing Warrant Shares, deliver to Holder a new
        Warrant evidencing the rights of Holder to purchase the unpurchased
        Warrant Shares called for by this Warrant, which new Warrant shall in
        all other respects be identical with this Warrant.

                (c) The Holder shall not have the right to exercise any portion
        of this Warrant, pursuant to Section 3(a) or otherwise, to the extent
        that after giving effect to such issuance after exercise, the Holder
        (together with the Holder's Affiliates), as set forth on the applicable
        Notice of Exercise, would beneficially own in excess of 4.99% of the
        number of shares of the Common Stock outstanding immediately after
        giving effect to such issuance. For purposes of the preceding sentence,
        the number of shares of Common Stock beneficially owned by the Holder
        and its Affiliates shall include the number of shares of Common Stock
        issuable upon exercise of this Warrant with respect to which the
        determination in such sentence is being made, but shall exclude the
        number of shares of Common Stock which would be issuable upon (A)
        exercise of the remaining, nonexercised portion of this Warrant
        beneficially owned by the Holder or any of its Affiliates and (B)
        exercise or conversion of the unexercised or nonconverted portion of any
        other securities of the Company (including, without limitation, any
        other Warrants) to the extent exercise or conversion of securities
        referenced in (A) or (B) is limited by the preceding sentence or subject
        to a limitation on conversion or exercise analogous to the limitation
        contained in the preceding sentence beneficially owned by the Holder or
        any of its Affiliates. Except as set forth in the immediately preceding
        sentence, for purposes of this Section 3(c), beneficial ownership shall
        be calculated in accordance with Section 13(d) of the Exchange Act. For
        purposes of this Section 3(c), in determining the number of outstanding
        shares of Common Stock, the Holder may rely on the number of outstanding
        shares of Common Stock as reflected in (x) the Company's most recent
        Form




                                       3
<PAGE>

        10-Q or Form 10-K, as the case may be, (y) a more recent public
        announcement by the Company or (z) any other notice by the Company or
        the Company's Transfer Agent setting forth the number of shares of
        Common Stock outstanding. Upon the written or oral request of the
        Holder, the Company shall within two Business Days confirm orally and in
        writing to the Holder the number of shares of Common Stock then
        outstanding. In any case, the number of outstanding shares of Company
        Common Stock shall be determined after giving effect to the conversion
        or exercise of securities of the Company, including this Warrant, by the
        Holder or its Affiliates since the date as of which such number of
        outstanding shares of Common Stock was reported.

                (d) This Warrant may also be exercised at any time by means of a
        "cashless exercise" in which the Holder shall be entitled to receive a
        certificate for the number of Warrant Shares equal to the quotient
        obtained by dividing [(A-B) (X)] by (A), where:

        (A) = the Closing Price on the Trading Day preceding the date of such
              exercise;

        (B) = the Exercise Price of the Warrants, as adjusted; and

        (X) = the number of shares of Common Stock in respect of which the
              Holder elects to exercise this Warrant.

        4. No Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant. As to any fraction of a share which Holder would otherwise be entitled
to purchase upon such exercise, the Company shall pay a cash adjustment in
respect of such final fraction in an amount equal to such fraction multiplied by
the Exercise Price.

        5. Charges, Taxes and Expenses. Issuance of certificates for Warrant
Shares shall be made without charge to the Holder for any issue or transfer tax
or other incidental expense in respect of the issuance of such certificate, all
of which taxes and expenses shall be paid by the Company, and such certificates
shall be issued in the name of the Holder or in such name or names as may be
directed by the Holder; provided, however, that in the event certificates for
Warrant Shares are to be issued in a name other than the name of the Holder,
this Warrant when surrendered for exercise shall be accompanied by the
Assignment Form attached hereto duly executed by the Holder; and the Company may
require, as a condition thereto, the payment of a sum sufficient to reimburse it
for any transfer tax incidental thereto.

        6. Closing of Books. The Company will not close its stockholder books or
records in any manner which prevents the timely exercise of this Warrant,
pursuant to the terms hereof.

        7. Transfer, Division and Combination.

                (a) Subject to compliance with any applicable securities laws
        and the conditions set forth in Sections 1 and 7(e) hereof and to the
        provisions of Section 4.1 of the Purchase Agreement, this Warrant and
        all rights hereunder are transferable, in whole


                                       4
<PAGE>

        or in part, upon surrender of this Warrant at the principal office of
        the Company, together with a written assignment of this Warrant
        substantially in the form attached hereto duly executed by the Holder or
        its agent or attorney, a representation by the transferee that the
        transferee is an "accredited investor" as defined in Rule 501(a) under
        the Securities Act, and funds sufficient to pay any transfer taxes
        payable upon the making of such transfer. Upon such surrender and, if
        required, such payment, the Company shall execute and deliver a new
        Warrant or Warrants in the name of the assignee or assignees and in the
        denomination or denominations specified in such instrument of
        assignment, and shall issue to the assignor a new Warrant evidencing the
        portion of this Warrant not so assigned, and this Warrant shall promptly
        be cancelled. A Warrant, if properly assigned, may be exercised by a new
        holder for the purchase of Warrant Shares without having a new Warrant
        issued.

                (b) This Warrant may be divided or combined with other Warrants
        upon presentation hereof at the aforesaid office of the Company,
        together with a written notice specifying the names and denominations in
        which new Warrants are to be issued, signed by the Holder or its agent
        or attorney. Subject to compliance with Section 7(a), as to any transfer
        which may be involved in such division or combination, the Company shall
        execute and deliver a new Warrant or Warrants in exchange for the
        Warrant or Warrants to be divided or combined in accordance with such
        notice.

                (c) The Company shall prepare, issue and deliver at its own
        expense (other than transfer taxes) the new Warrant or Warrants under
        this Section 7.

                (d) The Company agrees to maintain, at its aforesaid office,
        books for the registration and the registration of transfer of the
        Warrants.

                (e) If, at the time of the surrender of this Warrant in
        connection with any transfer of this Warrant, the transfer of this
        Warrant shall not be registered pursuant to an effective registration
        statement under the Securities Act and under applicable state securities
        or blue sky laws, the Company may require, as a condition of allowing
        such transfer (i) that the Holder or transferee of this Warrant, as the
        case may be, furnish to the Company a written opinion of counsel (which
        opinion shall be in form, substance and scope customary for opinions of
        counsel in comparable transactions) to the effect that such transfer may
        be made without registration under the Securities Act and under
        applicable state securities or blue sky laws, (ii) that the holder or
        transferee execute and deliver to the Company an investment letter in
        form and substance acceptable to the Company and (iii) that the
        transferee be an "accredited investor" as defined in Rule 501(a)
        promulgated under the Securities Act.

        8. No Rights as Stockholder until Exercise. This Warrant does not
entitle the Holder to any voting rights or other rights as a stockholder of the
Company prior to the exercise hereof. Upon the surrender of this Warrant and the
payment of the aggregate Exercise Price (or by means of a cashless exercise),
the Warrant Shares so purchased shall be and be deemed to be issued to such
Holder as the record owner of such shares as of the close of business on the
later of the date of such surrender or payment.


                                       5
<PAGE>

        9. Loss, Theft, Destruction or Mutilation of Warrant. The Company
covenants that upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant or any stock
certificate relating to the Warrant Shares, and in case of loss, theft or
destruction, of security reasonably satisfactory to it and upon surrender and
cancellation of such Warrant or stock certificate, if mutilated, the Company
will make and deliver a new Warrant or stock certificate of like tenor and dated
as of such cancellation, in lieu of such Warrant or stock certificate.

        10. Saturdays, Sundays, Holidays, etc. If the last or appointed day for
the taking of any action or the expiration of any right required or granted
herein shall be a Saturday, Sunday or a legal holiday, then such action may be
taken or such right may be exercised on the next succeeding day not a Saturday,
Sunday or legal holiday.

        11. Adjustments of Exercise Price and Number of Warrant Shares. The
Exercise Price and the number of Warrant Shares shall be subject to adjustment
from time to time as provided in this Section 11. In the event that any
adjustment of the Exercise Price as required herein results in a fraction of a
cent, such Exercise Price shall be rounded up or down to the nearest cent.

                (a) Adjustment of Exercise Price and Number of Shares upon
        Issuance of Common Stock. Except as otherwise provided in Section 11(c)
        and 11(e) hereof, if and whenever after the initial issuance of this
        Warrant, the Company issues or sells, or in accordance with Section
        11(b) hereof is deemed to have issued or sold, any shares of Common
        Stock for no consideration or for a consideration per share less than
        the Market Price (as herein defined) on the date of issuance (a
        "Dilutive Issuance"), then effective immediately upon the Dilutive
        Issuance, the Exercise Price will be adjusted in accordance with the
        following formula:

               E' = (E) (O + P/M) / (CSDO)

               where:

               E'   = the adjusted Exercise Price
               E    = the then current Exercise Price;
               M    = the then current Market Price;
               O    = the number of shares of Common Stock outstanding
                      immediately prior to the Dilutive Issuance;
               P    = the aggregate consideration, calculated as set forth in
                      Section 11(b) hereof, received by the Company upon such
                      Dilutive Issuance; and
               CSDO = the total number of shares of Common Stock Deemed
                      Outstanding (as herein defined) immediately after the
                      Dilutive Issuance.

                (b) Effect on Exercise Price of Certain Events. For purposes of
        determining the adjusted Exercise Price under Section 11(a) hereof, the
        following will be applicable:

                        (1) Issuance of Rights or Options. If the Company in any
                manner issues or grants any warrants, rights or options, whether
                or not


                                       6
<PAGE>

                immediately exercisable, to subscribe for or to purchase Common
                Stock or other securities exercisable, convertible into or
                exchangeable for Common Stock ("Convertible Securities"), but
                not to include the grant or exercise of any stock or options
                which may hereafter be granted or exercised under any employee
                or Director benefit plan of the Company now existing or to be
                implemented in the future, so long as the issuance of such stock
                or options is approved by a majority of the non-employee members
                of the Board of Directors of the Company or a majority of the
                members of a committee of non-employee directors established for
                such purpose (such warrants, rights and options to purchase
                Common Stock or Convertible Securities are hereinafter referred
                to as "Options"), and the price per share for which Common Stock
                is issuable upon the exercise of such Options is less than the
                Market Price on the date of issuance ("Below Market Options"),
                then the maximum total number of shares of Common Stock issuable
                upon the exercise of all such Below Market Options (assuming
                full exercise, conversion or exchange of Convertible Securities,
                if applicable) will, as of the date of the issuance or grant of
                such Below Market Options, be deemed to be outstanding and to
                have been issued and sold by the Company for such price per
                share. For purposes of the preceding sentence, the price per
                share for which Common Stock is issuable upon the exercise of
                such Below Market Options is determined by dividing (i) the
                total amount, if any, received or receivable by the Company as
                consideration for the issuance or granting of such Below Market
                Options, plus the minimum aggregate amount of additional
                consideration, if any, payable to the Company upon the exercise
                of all such Below Market Options, plus, in the case of
                Convertible Securities issuable upon the exercise of such Below
                Market Options, the minimum aggregate amount of additional
                consideration payable upon the exercise, conversion or exchange
                thereof at the time such Convertible Securities first become
                exercisable, convertible or exchangeable, by (ii) the maximum
                total number of shares of Common Stock issuable upon the
                exercise of all such Below Market Options (assuming full
                conversion of Convertible Securities, if applicable). No further
                adjustment to the Exercise Price will be made upon the actual
                issuance of such Common Stock upon the exercise of such Below
                Market Options or upon the exercise, conversion or exchange of
                Convertible Securities issuable upon exercise of such Below
                Market Options.

                       (2) Issuance of Convertible Securities.

                                (a) If the Company in any manner issues or sells
                       any Convertible Securities, whether or not immediately
                       convertible (other than where the same are issuable upon
                       the exercise of Options) and the price per share for
                       which Common Stock is issuable upon such exercise,
                       conversion or exchange (as determined pursuant to
                       Section 11(b)(ii)(B) if applicable) is less than the
                       Market Price on the date of issuance, then the maximum
                       total number of shares of Common Stock issuable upon the
                       exercise, conversion or exchange of all such Convertible
                       Securities will, as of the date of the issuance of such
                       Convertible Securities, be deemed to be outstanding and
                       to have been issued and sold


                                       7
<PAGE>

                by the Company for such price per share. For the purposes of the
                preceding sentence, the price per share for which Common Stock
                is issuable upon such exercise, conversion or exchange is
                determined by dividing (i) the total amount, if any, received or
                receivable by the Company as consideration for the issuance or
                sale of all such Convertible Securities, plus the minimum
                aggregate amount of additional consideration, if any, payable to
                the Company upon the exercise, conversion or exchange thereof at
                the time such Convertible Securities first become exercisable,
                convertible or exchangeable, by (ii) the maximum total number of
                shares of Common Stock issuable upon the exercise, conversion or
                exchange of all such Convertible Securities. No further
                adjustment to the Exercise Price will be made upon the actual
                issuances of such Common Stock upon exercise, conversion or
                exchange of such Convertible Securities.

                                (b) If the Company in any manner issues or sells
                        any Convertible Securities with a fluctuating conversion
                        or exercise price or exchange ratio (a "Variable Rate
                        Convertible Security"), then the price per share for
                        which Common Stock is issuable upon such exercise,
                        conversion or exchange for purposes of the calculation
                        contemplated by Section 11(b)(ii)(A) shall be deemed to
                        be the lowest price per share which would be applicable
                        assuming that (1) all holding period and other
                        conditions to any discounts contained in such
                        Convertible Security have been satisfied, and (2) the
                        Market Price on the date of issuance of such Convertible
                        Security was 80% of the Market Price on such date (the
                        "Assumed Variable Market Price").

                        (3) Change in Option Price or Conversion Rate. Except
                for the grant or exercise of any stock or options which may
                hereafter be granted or exercised under any employee or Director
                benefit plan of the Company now existing or to be implemented in
                the future, so long as the issuance of such stock or options is
                approved by a majority of the non-employee members of the Board
                of Directors of the Company or a majority of the members of a
                committee of non-employee directors established for such
                purpose, if there is a change at any time in (i) the amount of
                additional consideration payable to the Company upon the
                exercise of any Options; (ii) the amount of additional
                consideration, if any, payable to the Company upon the exercise,
                conversion or exchange or any Convertible Securities; or (iii)
                the rate at which any Convertible Securities are convertible
                into or exchangeable for Common Stock, the Exercise Price in
                effect at the time of such change will be readjusted to the
                Exercise Price which would have been in effect at such time had
                such Options or Convertible Securities still outstanding
                provided for such changed additional consideration or changed
                conversion rate, as the case may be, at the time initially
                granted, issued or sold.

                        (4) Treatment of Expired Options and Unexercised
                Convertible Securities. If, in any case, the total number of
                shares of Common


                                       8
<PAGE>

                Stock issuable upon exercise of any Options or upon exercise,
                conversion or exchange of any Convertible Securities is not, in
                fact, issued and the rights to exercise such option or to
                exercise, convert or exchange such Convertible Securities shall
                have expired or terminated, the Exercise Price then in effect
                will be readjusted to the Exercise Price which would have been
                in effect at the time of such expiration or termination had such
                Options or Convertible Securities, to the extent outstanding
                immediately prior to such expiration or termination (other than
                in respect of the actual number of shares of Common Stock issued
                upon exercise or conversion thereof), never been issued.

                        (5) Calculation of Consideration Received. If any Common
                Stock, Options or Convertible Securities are issued, granted or
                sold for cash, the consideration received therefor for purposes
                of this Warrant will be the amount received by the Company
                therefor, before deduction of reasonable commissions,
                underwriting discounts or allowances or other reasonable
                expenses paid or incurred by the Company in connection with such
                issuance, grant or sale, plus the minimum aggregate amount of
                additional consideration, if any, payable to the Company upon
                the exercise, conversion or exchange of all such Options or
                Convertible Securities at the time such Options or Convertible
                Securities first become exercisable, convertible or
                exchangeable. In case any Common Stock, Options or Convertible
                Securities are issued or sold for a consideration part or all of
                which shall be other than cash, the amount of the consideration
                other than cash received by the Company will be the fair market
                value of such consideration except where such consideration
                consists of freely-tradeable securities, in which case the
                amount of consideration received by the Company will be the
                Market Price thereof as of the date of receipt. In case any
                Common Stock, Options or Convertible Securities are issued in
                connection with any merger or consolidation in which the Company
                is the surviving corporation, the amount of consideration
                therefor will be deemed to be the fair market value of such
                portion of the net assets and business of the non-surviving
                corporation as is attributable to such Common Stock, Options or
                Convertible Securities, as the case may be. The fair market
                value of any consideration other than cash or securities will be
                determined in the good faith reasonable business judgment of the
                Board of Directors. Notwithstanding anything else herein to the
                contrary, if Common Stock, Options or Convertible Securities are
                issued, granted or sold in conjunction with each other as part
                of a single transaction or in a series of related transactions,
                the Holder of this Warrant may elect to determine the amount of
                consideration deemed to be received by the Company therefore by
                deducting the fair value of any type of securities (the
                "Disregarded Securities") issued, granted or sold in such
                transaction or series of transactions. If the Holder makes an
                election pursuant to the immediately preceding sentence, no
                adjustment to the Exercise Price shall be made pursuant to this
                Section 4 for the issuance of the Disregarded Securities or upon
                any conversion or exercise thereof. For example, if the Company
                were to issue convertible notes having a face value of
                $1,000,000 and warrants to purchase shares of Common Stock at an
                exercise price equal to the Market Price of the Common Stock on
                the date of issuance of such warrants in


                                       9
<PAGE>

                exchange for $1,000,000 of consideration, the fair value of the
                warrants would be subtracted from the $1,000,000 of
                consideration received by the Company for the purposes of
                determining whether the shares of Common Stock issuable upon
                conversion of the convertible notes shall be deemed to be issued
                at a price per share below Market Price and, if so, for purposes
                of determining any adjustment to the Exercise Price hereunder as
                a result of the issuance of the Convertible Securities. The fair
                market value of any consideration other than cash or securities
                will be determined in good faith by the Company and such Holder.

                        (6) Exceptions to Adjustment of Exercise Price. No
                adjustment to the Exercise Price will be made (i) upon the
                exercise of any warrants, options or convertible securities
                issued and outstanding on the date hereof in accordance with the
                terms of such securities as of such date; (ii) upon the grant or
                exercise of any stock or options which may hereafter be granted
                or exercised under any employee or Director benefit plan of the
                Company now existing or to be implemented in the future, so long
                as the issuance of such stock or options is approved by a
                majority of the non-employee members of the Board of Directors
                of the Company or a majority of the members of a committee of
                non-employee directors established for such purpose; (iii) upon
                the issuance of the Shares (as defined in the Purchase
                Agreement) or Warrants in accordance with terms of the Purchase
                Agreement; or (iv) upon the exercise of the Warrants.

                (c) Adjustment in Number of Shares. Upon each adjustment of the
        Exercise Price pursuant to the provisions of this Section 11, the number
        of shares of Common Stock issuable upon exercise of this Warrant shall
        be adjusted by multiplying a number equal to the Exercise Price in
        effect immediately prior to such adjustment by the number of shares of
        Common Stock issuable upon exercise of this Warrant immediately prior to
        such adjustment and dividing the product so obtained by the adjusted
        Exercise Price.

                (d) Distribution of Assets. In case the Company shall declare or
        make any distribution of its assets (or rights to acquire its assets) to
        holders of Common Stock as a partial liquidating dividend, by way of
        return of capital or otherwise (including any dividend or distribution
        to the Company's stockholders of cash or shares (or rights to acquire
        shares) of capital stock of a subsidiary) (a "Distribution"), at any
        time after the initial issuance of this Warrant, then the Holder shall
        be entitled upon exercise of this Warrant for the purchase of any or all
        of the shares of Common Stock subject hereto, to receive the amount of
        such assets (or rights) which would have been payable to the Holder had
        such Holder been the holder of such shares of Common Stock on the record
        date for the determination of stockholders entitled to such
        Distribution.

                (e) Minimum Adjustment of Exercise Price. No adjustment of the
        Exercise Price shall be made in an amount of less than $0.01, but any
        such lesser adjustment shall be carried forward and shall be made at the
        time and together with the next subsequent adjustment which, together
        with any adjustments so carried forward, shall amount to not less than
        $0.01.


                                       10
<PAGE>

                (f) Certain Definitions.

                        (1) "Common Stock Deemed Outstanding" shall mean the
                number of shares of Common Stock actually outstanding (not
                including shares of Common Stock held in the treasury of the
                Company), plus (x) in case of any adjustment required by Section
                11(a) resulting from the issuance of any Options, the maximum
                total number of shares of Common Stock issuable upon the
                exercise of the Options for which the adjustment is required
                (including any Common Stock issuable upon the conversion of
                Convertible Securities issuable upon the exercise of such
                Options), and (y) in the case of any adjustment required by
                Section 11(a) resulting from the issuance of any Convertible
                Securities, the maximum total number of shares of Common Stock
                issuable upon the exercise, conversion or exchange of the
                Convertible Securities for which the adjustment is required, as
                of the date of issuance of such Convertible Securities, if any.

                        (2) "Market Price," means, as of any date, the average
                Closing Price (as defined in the Purchase Agreement) for the
                three (3) Trading Days immediately preceding, such determination
                date.

                        (3) "Common Stock," for purposes of this Section 11,
                includes the Common Stock and any additional class of stock of
                the Company having no preference as to dividends or
                distributions on liquidation, provided that the shares
                purchasable pursuant to this Warrant shall include only Common
                Stock in respect of which this Warrant is exercisable, or shares
                resulting from any subdivision or combination of such Common
                Stock, or in the case of any reorganization, reclassification,
                consolidation, merger, or sale of the character referred to in
                Section 13 hereof, the stock or other securities or property
                provided for in such Section.

        12. Dividends, Subdivisions, Combinations and Reclassifications. The
number and kind of securities purchasable upon the exercise of this Warrant and
the Exercise Price shall be subject to adjustment from time to time upon the
happening of any of the following. In case the Company shall (i) pay a dividend
in shares of Common Stock or make a distribution in shares of Common Stock to
holders of its outstanding Common Stock, (ii) subdivide its outstanding shares
of Common Stock into a greater number of shares, (iii) combine its outstanding
shares of Common Stock into a smaller number of shares of Common Stock, or (iv)
issue any shares of its capital stock in a reclassification of the Common Stock,
then the number of Warrant Shares purchasable upon exercise of this Warrant
immediately prior thereto shall be adjusted so that the Holder shall be entitled
to receive the kind and number of Warrant Shares or other securities of the
Company which it would have owned or have been entitled to receive had such
Warrant been exercised in advance thereof. Upon each such adjustment of the kind
and number of Warrant Shares or other securities of the Company which are
purchasable hereunder, the Holder shall thereafter be entitled to purchase the
number of Warrant Shares or other securities resulting from such adjustment at
an Exercise Price per Warrant Share or other security obtained by multiplying
the Exercise Price in effect immediately prior to such adjustment by the number
of Warrant Shares purchasable pursuant hereto immediately prior to such
adjustment and dividing by the number of Warrant Shares or other securities of
the Company resulting from such adjustment.


                                       11
<PAGE>

An adjustment made pursuant to this paragraph shall become effective immediately
after the effective date of such event retroactive to the record date, if any,
for such event.

        13. Reorganization, Reclassification, Merger, Consolidation or
Disposition of Assets. In case the Company shall reorganize its capital,
reclassify its capital stock, consolidate or merge with or into another
corporation (where the Company is not the surviving corporation or where there
is a change in or distribution with respect to the Common Stock of the Company),
or sell, transfer or otherwise dispose of all or substantially all its property,
assets or business to another corporation and, pursuant to the terms of such
reorganization, reclassification, merger, consolidation or disposition of
assets, shares of common stock of the successor or acquiring corporation, or any
cash, shares of stock or other securities or property of any nature whatsoever
(including warrants or other subscription or purchase rights) in addition to or
in lieu of common stock of the successor or acquiring corporation ("Other
Property"), are to be received by or distributed to the holders of Common Stock
of the Company, then the Holder shall have the right thereafter to receive upon
exercise of this Warrant, the number of shares of Common Stock of the successor
or acquiring corporation or of the Company, if it is the surviving corporation,
and Other Property receivable upon or as a result of such reorganization,
reclassification, merger, consolidation or disposition of assets by a Holder of
the number of shares of Common Stock for which this Warrant is exercisable
immediately prior to such event. In case of any such reorganization,
reclassification, merger, consolidation or disposition of assets, the successor
or acquiring corporation (if other than the Company) shall expressly assume the
due and punctual observance and performance of each and every covenant and
condition of this Warrant to be performed and observed by the Company and all
the obligations and liabilities hereunder, subject to such modifications as may
be deemed appropriate (as determined in good faith by resolution of the Board of
Directors of the Company) in order to provide for adjustments of Warrant Shares
for which this Warrant is exercisable which shall be as nearly equivalent as
practicable to the adjustments provided for in this Section 12. For purposes of
this Section 12, "common stock of the successor or acquiring corporation" shall
include stock of such corporation of any class which is not preferred as to
dividends or assets over any other class of stock of such corporation and which
is not subject to redemption and shall also include any evidences of
indebtedness, shares of stock or other securities which are convertible into or
exchangeable for any such stock, either immediately or upon the arrival of a
specified date or the happening of a specified event and any warrants or other
rights to subscribe for or purchase any such stock. The foregoing provisions of
this Section 12 shall similarly apply to successive reorganizations,
reclassifications, mergers, consolidations or disposition of assets.

        14. Voluntary Adjustment by the Company. The Company may at any time
during the term of this Warrant reduce the then current Exercise Price to any
amount and for any period of time deemed appropriate by the Board of Directors
of the Company.

        15. Notice of Adjustment. Whenever the number of Warrant Shares or
number or kind of securities or other property purchasable upon the exercise of
this Warrant or the Exercise Price is adjusted, as herein provided, the Company
shall give notice thereof to the Holder, which notice shall state the number of
Warrant Shares (and other securities or property) purchasable upon the exercise
of this Warrant and the Exercise Price of such Warrant Shares (and other


                                       12
<PAGE>

securities or property) after such adjustment, setting forth a brief statement
of the facts requiring such adjustment and setting forth the computation by
which such adjustment was made.

        16. Notice of Corporate Action. If at any time:

                (a) the Company shall take a record of the holders of its Common
        Stock for the purpose of entitling them to receive a dividend or other
        distribution, or any right to subscribe for or purchase any evidences of
        its indebtedness, any shares of stock of any class or any other
        securities or property, or to receive any other right, or

                (b) there shall be any capital reorganization of the Company,
        any reclassification or recapitalization of the capital stock of the
        Company or any consolidation or merger of the Company with, or any sale,
        transfer or other disposition of all or substantially all the property,
        assets or business of the Company to, another corporation or,

                (c) there shall be a voluntary or involuntary dissolution,
        liquidation or winding up of the Company;

then, in any one or more of such cases, the Company shall give to Holder (i) at
least 15 days' prior written notice of the date on which a record date shall be
selected for such dividend, distribution or right or for determining rights to
vote in respect of any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, at least 15
days' prior written notice of the date when the same shall take place. Such
notice in accordance with the foregoing clause also shall specify (i) the date
on which any such record is to be taken for the purpose of such dividend,
distribution or right, the date on which the holders of Common Stock shall be
entitled to any such dividend, distribution or right, and the amount and
character thereof, and (ii) the date on which any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up is to take place and the time, if any
such time is to be fixed, as of which the holders of Common Stock shall be
entitled to exchange their shares of Common Stock for securities or other
property deliverable upon such disposition, dissolution, liquidation or winding
up. Each such written notice shall be sufficiently given if addressed to Holder
at the last address of Holder appearing on the books of the Company and
delivered in accordance with Section 18(d). Failure to provide such notice shall
not affect the validity of any action taken in connection with such dividend,
distribution, subscription or purchase rights, or proposed reorganization,
reclassification, recapitalization, merger, consolidation, sale, transfer,
disposition, conveyance, dissolution, liquidation or winding up.

        17. Authorized Shares. The Company covenants that during the period this
Warrant is outstanding, it will reserve from its authorized and unissued Common
Stock a sufficient number of shares to provide for the issuance of the Warrant
Shares upon the exercise of any purchase rights under this Warrant. The Company
further covenants that its issuance of this Warrant shall constitute full
authority to its officers who are charged with the duty of executing stock
certificates to execute and issue the necessary certificates for the Warrant
Shares upon the exercise of the purchase rights under this Warrant. The Company
will take all such


                                       13
<PAGE>

reasonable action as may be necessary to assure that such Warrant Shares may be
issued as provided herein without violation of any applicable law or regulation,
or of any requirements of any Trading Market upon which the Common Stock may be
listed or any market on which the shares of Common Stock may be quoted or sales
of Common Stock may be reported.

        Except and to the extent as waived or consented to by the Holder, the
Company shall not by any action, including, without limitation, amending its
articles of incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such actions as may be
necessary or appropriate to protect the rights of Holder as set forth in this
Warrant against impairment. Without limiting the generality of the foregoing,
the Company will (a) not increase the par value of any Warrant Shares above the
amount payable therefor upon such exercise immediately prior to such increase in
par value, (b) take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and nonassessable
Warrant Shares upon the exercise of this Warrant, and (c) use its best efforts
to obtain all such authorizations, exemptions or consents from any public
regulatory body having jurisdiction thereof as may be necessary to enable the
Company to perform its obligations under this Warrant.

        Before taking any action which would result in an adjustment in the
number of Warrant Shares for which this Warrant is exercisable or in the
Exercise Price, the Company shall obtain all such authorizations or exemptions
thereof, or consents thereto, as may be necessary from any public regulatory
body or bodies having jurisdiction thereof.

        18. Miscellaneous.

                (a) Jurisdiction. This Warrant shall constitute a contract under
        the laws of New York, without regard to its conflict of law, principles
        or rules.

                (b) Restrictions. The Holder acknowledges that the Warrant
        Shares acquired upon the exercise of this Warrant, if not registered,
        will have restrictions upon resale imposed by state and federal
        securities laws.

                (c) Nonwaiver and Expenses. No course of dealing or any delay or
        failure to exercise any right hereunder on the part of Holder shall
        operate as a waiver of such right or otherwise prejudice Holder's
        rights, powers or remedies. If the Company willfully and knowingly fails
        to comply with any provision of this Warrant, which results in any
        material damages to the Holder, the Company shall pay to Holder such
        amounts as shall be sufficient to cover any costs and expenses
        including, but not limited to, reasonable attorneys' fees, including
        those of appellate proceedings, incurred by Holder in collecting any
        amounts due pursuant hereto or in otherwise enforcing any of its rights,
        powers or remedies hereunder.

                (d) Notices. Any notice, request or other document required or
        permitted to be given or delivered to the Holder by the Company shall be
        delivered in accordance


                                       14
<PAGE>

        with the notice provisions of the Purchase Agreement; provided upon any
        permitted assignment of this Warrant, the assignee shall promptly
        provide the Company with its contact information.

                (e) Limitation of Liability. No provision hereof, in the absence
        of any affirmative action by Holder to exercise this Warrant or purchase
        Warrant Shares, and no enumeration herein of the rights or privileges of
        Holder, shall give rise to any liability of Holder for the purchase
        price of any Common Stock or as a stockholder of the Company, whether
        such liability is asserted by the Company or by creditors of the
        Company.

                (f) Remedies. Holder, in addition to being entitled to exercise
        all rights granted by law, including recovery of damages, will be
        entitled to specific performance of its rights under this Warrant. The
        Company agrees that monetary damages would not be adequate compensation
        for any loss incurred by reason of a breach by it of the provisions of
        this Warrant and hereby agrees to waive the defense in any action for
        specific performance that a remedy at law would be adequate.

                (g) Successors and Assigns. Subject to applicable securities
        laws, this Warrant and the rights and obligations evidenced hereby shall
        inure to the benefit of and be binding upon the successors of the
        Company and the successors and permitted assigns of Holder. The
        provisions of this Warrant are intended to be for the benefit of all
        Holders from time to time of this Warrant and shall be enforceable by
        any such Holder or holder of Warrant Shares.

                (h) Amendment. This Warrant may be modified or amended or the
        provisions hereof waived with the written consent of the Company and the
        Holder.

                (i) Severability. Wherever possible, each provision of this
        Warrant shall be interpreted in such manner as to be effective and valid
        under applicable law, but if any provision of this Warrant shall be
        prohibited by or invalid under applicable law, such provision shall be
        ineffective to the extent of such prohibition or invalidity, without
        invalidating the remainder of such provisions or the remaining
        provisions of this Warrant.

                (j) Headings. The headings used in this Warrant are for the
        convenience of reference only and shall not, for any purpose, be deemed
        a part of this Warrant.

                              ********************


                                       15
<PAGE>

               IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed by its officer thereunto duly authorized.

Dated:  January 21, 2004
                              CARDIOGENESIS CORPORATION

                              By:
                                  -------------------------------------
                                  Name:
                                  Title:


                                       16
<PAGE>

                               NOTICE OF EXERCISE

To:     CardioGenesis Corporation

        (1) The undersigned hereby elects to purchase ________ Warrant Shares of
CardioGenesis Corporation pursuant to the terms of the attached Warrant (only if
exercised in full), and tenders herewith payment of the exercise price in full,
together with all applicable transfer taxes, if any.

        (2) Payment shall take the form of (check applicable box):

                [ ] in lawful money of the United States; or

                [ ] the cancellation of such number of Warrant Shares as is
                necessary, in accordance with the formula set forth in
                subsection 3(d), to exercise this Warrant with respect to the
                maximum number of Warrant Shares purchasable pursuant to the
                cashless exercise procedure set forth in subsection 3(d).

        (3) Please issue a certificate or certificates representing said Warrant
Shares in the name of the undersigned or in such other name as is specified
below:

               -----------------------------------

The Warrant Shares shall be delivered to the following:

               -----------------------------------

               -----------------------------------

               -----------------------------------

        (4) Accredited Investor. The undersigned is an "accredited investor" as
defined in Regulation D promulgated under the Securities Act of 1933, as
amended.

                           [PURCHASER]


                           By:
                               --------------------------------------
                               Name:
                               Title:

                           Dated:
                                  ----------------------------------


                                       17
<PAGE>

                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)

        FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced
thereby are hereby assigned to


_______________________________________________ whose address is

________________________________________________________________.



________________________________________________________________

                           Dated:  ______________, _______


               Holder's Signature:   _____________________________

               Holder's Address:     _____________________________

                                     _____________________________




NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever.


                                       18