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                                                                     EXHIBIT 4.5

                          REGISTRATION RIGHTS AGREEMENT

               This Registration Rights Agreement (this "Agreement") is made and
entered into as of January 21, 2004, by and among CardioGenesis Corporation, a
California corporation (the "Company"), and the investors signatory hereto (each
a "Purchaser" and collectively, the "Purchasers").

               This Agreement is made pursuant to the Securities Purchase
Agreement, dated as of the date hereof among the Company and the Purchasers (the
"Purchase Agreement").

               The Company and the Purchasers hereby agree as follows:

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

                "Effectiveness Date" means, with respect to the Registration
        Statement required to be filed hereunder, the earlier of (a) the 110th
        calendar day following the Closing Date and (b) the second Trading Day
        following the date on which the Company is notified by the Commission
        that the Registration Statement will not be reviewed or is no longer
        subject to further review and comments.

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

                "Filing Date" means, with respect to the Registration Statement
        required to be filed hereunder, the 50th calendar day following the
        Closing Date.

                "Holder" or "Holders" means the holder or holders, as the case
        may be, from time to time of Registrable Securities.

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

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

                "Losses" shall have the meaning set forth in Section 5(a).

                "Majority Holders" means the original Holders on the Closing
        Date holding, on the date of determination, a majority of the Shares
        then held by such Holders.

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

                "Prospectus" means the prospectus included in the Registration
        Statement (including, without limitation, a prospectus that includes any
        information previously

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        omitted from a prospectus filed as part of an effective registration
        statement in reliance upon Rule 430A promulgated under the Securities
        Act), as amended or supplemented by any prospectus supplement, with
        respect to the terms of the offering of any portion of the Registrable
        Securities covered by the Registration Statement, and all other
        amendments and supplements to the Prospectus, including post-effective
        amendments, and all material incorporated by reference or deemed to be
        incorporated by reference in such Prospectus.

               "Registrable Securities" means the Shares and the Warrant Shares,
        together with any shares of Common Stock issued or issuable upon any
        stock split, dividend or other distribution, recapitalization or similar
        event with respect to the foregoing.

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

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

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

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

        2. Registration.

                (a) On or prior to the Filing Date, the Company shall prepare
        and file with the Commission the Registration Statement covering the
        resale of all of the Registrable Securities for an offering to be made
        on a continuous basis pursuant to Rule 415. The Registration Statement
        required hereunder shall be on Form S-3 (except if the Company is not
        then eligible to register for resale the Registrable Securities on Form
        S-3, in which case the Registration Statement shall be on another
        appropriate form in accordance herewith). The Registration Statement
        required hereunder shall contain (except if otherwise directed by the
        Major Holders) the "Plan of Distribution" attached hereto as Annex A.
        The Company shall cause the Registration Statement to become effective
        and remain effective as provided herein. The Company shall use its best
        efforts to cause the Registration Statement to be declared effective
        under the Securities Act as promptly as possible after the filing
        thereof, but in any event not later than the Effectiveness Date, and
        shall use its best efforts to keep the Registration Statement
        continuously effective under the Securities Act and available for use
        until the date when all Registrable Securities covered by the
        Registration Statement (a) have been sold pursuant to the Registration
        Statement or an exemption from the registration requirements of the
        Securities Act or (b)


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        may be sold without volume restrictions pursuant to Rule 144(k) as
        determined by the counsel to the Company pursuant to a written opinion
        letter to such effect, addressed and acceptable to the Company's
        transfer agent and the affected Holders (the "Effectiveness Period").

                (b) If: (i) a Registration Statement is not filed on or prior to
        the Filing Date (if the Company files a Registration Statement without
        affording each Holder the opportunity to review and comment on the same
        as required by Section 3(a), the Company shall not be deemed to have
        satisfied this clause (i)); provided, however, that if a Holder fails to
        provide the Company with any information that is required to be provided
        in the Registration Statement with respect to such Holder pursuant to
        Section 3(k), then the Filing Date shall be extended until two (2)
        Business Days following the date of receipt by the Company of such
        required information, or (ii) the Company fails to file with the
        Commission a request for acceleration in accordance with Rule 461
        promulgated under the Securities Act, within two (2) Business Days of
        the date that the Company is notified (orally or in writing, whichever
        is earlier) by the Commission that a Registration Statement will not be
        "reviewed," or not subject to further review, or (iii) a Registration
        Statement filed or required to be filed hereunder is not declared
        effective by the Commission on or before the Effectiveness Date, or (v)
        after a Registration Statement is first declared effective by the
        Commission, it ceases for any reason to remain continuously effective
        and available for use as to all Registrable Securities for which it is
        required to be effective (excluding any period resulting solely from the
        requirement to file a post-effective amendment to reflect a required
        amendment or modification of the disclosures required with respect to
        selling stockholders or plan of distribution pursuant to item 507 or 508
        of Regulation S-K), or the Holders are not permitted to utilize the
        Prospectus therein to resell such Registrable Securities, for in any
        such cases fifty (50)Trading Days (which need not be consecutive days)
        in the aggregate during any 12-month period (any such failure or breach
        being referred to as an "Event," and for purposes of clause (i) or (iv)
        the date on which such Event occurs, or for purposes of clause (ii) the
        date on which such two (2) Trading Day period is exceeded, or for
        purposes of clause (iv) the date on which such fifty (50) Trading Day
        period is exceeded, being referred to as "Event Date"), then in addition
        to any other rights the Holders may have hereunder or under applicable
        law: (x) on each such Event Date the Company shall pay to each Holder an
        amount in cash, as liquidated damages and not as a penalty, equal to 1%
        of the aggregate purchase price paid by such Holder pursuant to the
        Purchase Agreement for any Registrable Securities then held by such
        Holder; and (y) on each monthly anniversary of each such Event Date (if
        the applicable Event shall not have been cured by such date) until the
        applicable Event is cured, the Company shall pay to each Holder an
        amount in cash, as liquidated damages and not as a penalty, equal to 2%
        of the aggregate purchase price paid by such Holder pursuant to the
        Purchase Agreement for any Registrable Securities then held by such
        Holder, provided that the total of all such payments shall not exceed
        twenty percent (20%) of the aggregate purchase price paid for
        Registrable Securities purchased pursuant to the Purchase Agreement. If
        the Company fails to pay any liquidated damages pursuant to this Section
        in full within seven days after the date payable, the Company will pay
        interest thereon at a rate of 18% per annum (or such lesser maximum
        amount that is permitted to be paid by applicable law) to the Holder,
        accruing daily from the date such liquidated damages are due until such
        amounts,


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        plus all such interest thereon, are paid in full. The liquidated damages
        pursuant to the terms hereof shall apply on a pro-rata basis for any
        portion of a month prior to the cure of an Event.

        3. Registration Procedures

                In connection with the Company's registration obligations
hereunder, the Company shall:

                (a) Not less than three Business Days prior to the filing of the
        Registration Statement or any related Prospectus or any amendment or
        supplement thereto, (i) furnish to each Holder copies of all such
        documents proposed to be filed (including documents incorporated or
        deemed incorporated by reference to the extent requested by each such
        Person), which documents will be subject to the review of such Holders,
        and (ii) cause its officers and directors, counsel and independent
        certified public accountants to respond to such inquiries as shall be
        necessary, in the reasonable opinion of respective counsel to conduct a
        reasonable investigation within the meaning of the Securities Act. The
        Company shall not file the Registration Statement or any such Prospectus
        or any amendments or supplements thereto to which the Holders of a
        majority of the Registrable Securities shall reasonably object in good
        faith.

                (b) (i) Prepare and file with the Commission such amendments,
        including post-effective amendments, to the Registration Statement and
        the Prospectus used in connection therewith as may be necessary to keep
        the Registration Statement continuously effective and available for use
        as to the applicable Registrable Securities for the Effectiveness
        Period; (ii) cause the related Prospectus to be amended or supplemented
        by any required Prospectus supplement, and as so supplemented or amended
        to be filed pursuant to Rule 424; (iii) respond as promptly as
        reasonably possible, and use its best efforts to respond within ten (10)
        Business Days, to any comments received from the Commission with respect
        to the Registration Statement or any amendment thereto and, as promptly
        as reasonably possible, upon written request, provide the Holders true
        and complete copies of all correspondence from and to the Commission
        relating to the Registration Statement; and (iv) comply in all material
        respects with the provisions of the Securities Act and the Exchange Act
        with respect to the disposition of all Registrable Securities covered by
        the Registration Statement during the applicable period in accordance
        with the intended methods of disposition by the Holders thereof set
        forth in the Registration Statement as so amended or in such Prospectus
        as so supplemented.

                (c) Notify the Holders of Registrable Securities to be sold as
        promptly as reasonably possible (and, in the case of (i)(A) below, not
        less than two (2) Business Days prior to such filing) and (if requested
        by any such Person) confirm such notice in writing promptly following
        the day (i)(A) when a Prospectus or any Prospectus supplement or
        post-effective amendment to the Registration Statement is proposed to be
        filed; (B) when the Commission notifies the Company whether there will
        be a "review" of the Registration Statement and whenever the Commission
        comments in writing on the Registration Statement (the Company shall
        upon request provide true and complete copies thereof and all written
        responses thereto to each of the Holders); and (C) with


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        respect to the Registration Statement or any post-effective amendment,
        when the same has become effective; (ii) of any request by the
        Commission or any other Federal or state governmental authority during
        the period of effectiveness of the Registration Statement for amendments
        or supplements to the Registration Statement or Prospectus or for
        additional information; (iii) of the issuance by the Commission or any
        other federal or state governmental authority of any stop order
        suspending the effectiveness of the Registration Statement covering any
        or all of the Registrable Securities or the initiation of any
        Proceedings for that purpose; (iv) of the receipt by the Company of any
        notification with respect to the suspension of the qualification or
        exemption from qualification of any of the Registrable Securities for
        sale in any jurisdiction, or the initiation or threatening of any
        Proceeding for such purpose; and (v) of the occurrence of any event or
        passage of time that makes the financial statements included in the
        Registration Statement ineligible or insufficient for inclusion therein
        or any statement made in the Registration Statement or Prospectus or any
        document incorporated or deemed to be incorporated therein by reference
        untrue in any material respect or that requires any revisions to the
        Registration Statement, Prospectus or other documents so that, in the
        case of the Registration Statement or the Prospectus, as the case may
        be, it will not contain any untrue statement of a material fact or omit
        to state any material fact required to be stated therein or necessary to
        make the statements therein, in light of the circumstances under which
        they were made, not misleading.

                (d) Use its best efforts to avoid the issuance of, or, if
        issued, obtain the withdrawal of (i) any order suspending the
        effectiveness of the Registration Statement, or (ii) any suspension of
        the qualification (or exemption from qualification) of any of the
        Registrable Securities for sale in any jurisdiction, at the earliest
        practicable moment.

                (e) Furnish to each Holder, without charge, at least one
        conformed copy of the Registration Statement and each amendment thereto,
        including financial statements and schedules, all documents incorporated
        or deemed to be incorporated therein by reference to the extent
        requested by such Holder, and all exhibits to the extent requested by
        such Holder (including those previously furnished or incorporated by
        reference) promptly after the filing of such documents with the
        Commission.

                (f) Promptly deliver to each Holder, without charge, as many
        copies of the Prospectus or Prospectuses (including each form of
        prospectus) and each amendment or supplement thereto as such Holder may
        reasonably request in connection with resales by the Holder of
        Registrable Securities. The Company hereby consents to the use of such
        Prospectus and each amendment or supplement thereto by each of the
        selling Holders in connection with the offering and sale of the
        Registrable Securities covered by such Prospectus and any amendment or
        supplement thereto, except after the giving on any notice pursuant to
        Section 3(c).

                (g) Prior to any resale of Registrable Securities by a Holder,
        use its best efforts to register or qualify or cooperate with the
        selling Holders in connection with the registration or qualification (or
        exemption from the registration or qualification) of such Registrable
        Securities for the resale by the Holder under the securities or Blue Sky
        laws of such jurisdictions within the United States as any Holder
        reasonably requests in


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        writing, to keep the registration or qualification (or exemption
        therefrom) effective during the Effectiveness Period and to do any and
        all other acts or things reasonably necessary to enable the disposition
        in such jurisdictions of the Registrable Securities covered by the
        Registration Statement; provided, that the Company shall not be required
        to qualify generally to do business in any jurisdiction where it is not
        then so qualified, subject the Company to any material tax in any such
        jurisdiction where it is not then so subject or file a general consent
        to service of process in any such jurisdiction.

                (h) If requested by the Holders, cooperate with the Holders to
        facilitate the timely preparation and delivery of certificates
        representing Registrable Securities to be delivered to a transferee
        pursuant to the Registration Statement, which certificates shall be
        free, to the extent permitted by the Purchase Agreement, of all
        restrictive legends, and to enable such Registrable Securities to be in
        such denominations and registered in such names as any such Holders may
        request.

                (i) Upon the occurrence of any event contemplated by Section
        3(c)(v), as promptly as reasonably possible, prepare a supplement or
        amendment, including a post-effective amendment, to the Registration
        Statement or a supplement to the related Prospectus or any document
        incorporated or deemed to be incorporated therein by reference, and file
        any other required document so that, as thereafter delivered, the
        Registration Statement and such Prospectus will contain all required
        financial statements and neither the Registration Statement nor such
        Prospectus will contain an untrue statement of a material fact or omit
        to state a material fact required to be stated therein or necessary to
        make the statements therein, in light of the circumstances under which
        they were made, not misleading. If the Company notifies the Holders in
        accordance with clauses (ii) through (v) of Section 3(c) above to
        suspend the use of the use of any Prospectus until the requisite changes
        to such Prospectus have been made, then the Holders shall suspend use of
        such Prospectus. The Company will use its best efforts to ensure that
        the use of the Prospectus may be resumed as promptly as is practicable.

                (j) Comply with all applicable rules and regulations of the
        Commission.

                (k) The Company may require each selling Holder to furnish to
        the Company a certified statement as to the number of shares of Common
        Stock beneficially owned by such Holder and, if required by the
        Commission, the Person thereof that has voting and dispositive control
        over the Shares.

        4. Registration Expenses. All fees and expenses incident to the
performance of or compliance with this Agreement by the Company shall be borne
by the Company whether or not any Registrable Securities are sold pursuant to
the Registration Statement. The fees and expenses referred to in the foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including, without limitation, fees and expenses (A) with respect to filings
required to be made with the Trading Market on which the Common Stock is then
listed for trading, and (B) in accomplishing compliance with applicable state
securities or Blue Sky laws), (ii) printing expenses (including, without
limitation, expenses of printing certificates for Registrable Securities and of
printing prospectuses if the printing of prospectuses is reasonably requested by
the holders of a majority of the Registrable Securities included in the
Registration


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Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and
disbursements of counsel for the Company, (v) fees and disbursements of the
Company's transfer agent, (vi) Securities Act liability insurance, if the
Company so desires such insurance, and (vii) fees and expenses of all other
Persons retained by the Company in connection with the consummation of the
transactions contemplated by this Agreement. In addition, the Company shall be
responsible for all of its internal expenses incurred in connection with the
consummation of the transactions contemplated by this Agreement (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expense of any annual audit and the
fees and expenses incurred in connection with the listing of the Registrable
Securities on any securities exchange or Trading Market as required hereunder.

        5. Indemnification

                (a) Indemnification by the Company. The Company shall,
        notwithstanding any termination of this Agreement, indemnify and hold
        harmless each Holder, the officers, directors, agents and employees of
        each of them, each Person who controls any such Holder (within the
        meaning of Section 15 of the Securities Act or Section 20 of the
        Exchange Act) and the officers, directors, agents and employees of each
        such controlling Person, to the fullest extent permitted by applicable
        law, from and against any and all losses, claims, damages, liabilities,
        costs (including, without limitation, reasonable attorneys' fees) and
        expenses (collectively, "Losses"), as incurred, to the extent arising
        out of or relating to any untrue or alleged untrue statement of a
        material fact contained in the Registration Statement, any Prospectus or
        any form of prospectus or in any amendment or supplement thereto or in
        any preliminary prospectus, or arising out of or relating to any
        omission or alleged omission of a material fact required to be stated
        therein or necessary to make the statements therein (in the case of any
        Prospectus or form of prospectus or supplement thereto, in light of the
        circumstances under which they were made) not misleading, except to the
        extent, but only to the extent, that (1) such untrue statements or
        omissions are based solely upon information regarding such Holder
        furnished in writing to the Company by or on behalf of such Holder
        expressly for use therein, or to the extent that such information
        relates to such Holder or such Holder's proposed method of distribution
        of Registrable Securities and was reviewed and expressly approved in
        writing by such Holder expressly for use in the Registration Statement,
        such Prospectus or such form of Prospectus or in any amendment or
        supplement thereto (it being understood that the Holder has approved
        Annex A hereto for this purpose) or (2) in the case of an occurrence of
        an event of the type specified in Section 3(c)(ii)-(v), the use by such
        Holder of an outdated or defective prospectus after the Company has
        notified such Holder in writing that the Prospectus is outdated or
        defective and prior to the receipt by such Holder of the Advice
        contemplated in Section 6(d). The Company shall notify the Holders
        promptly of the institution, threat or assertion of any Proceeding of
        which the Company is aware in connection with the transactions
        contemplated by this Agreement.

                (b) Indemnification by Holders. Each Holder shall, severally and
        not jointly, indemnify and hold harmless the Company, its directors,
        officers, agents and employees, each Person who controls the Company
        (within the meaning of Section 15 of the Securities Act and Section 20
        of the Exchange Act), and the directors, officers, agents or


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        employees of such controlling Persons, to the fullest extent permitted
        by applicable law, from and against all Losses, as incurred, to the
        extent arising out of or based upon: (x) such Holder's failure to comply
        with the prospectus delivery requirements of the Securities Act or (y)
        any untrue or alleged untrue statement of a material fact contained in
        any Registration Statement, any Prospectus, or any form of prospectus,
        or in any amendment or supplement thereto or in any preliminary
        prospectus, or arising out of or relating to any omission or alleged
        omission of a material fact required to be stated therein or necessary
        to make the statements therein not misleading (i) to the extent, but
        only to the extent, that such untrue statement or omission is contained
        in any information so furnished in writing by such Holder to the Company
        specifically for inclusion in the Registration Statement or such
        Prospectus or (ii) to the extent that (1) such untrue statements or
        omissions are based solely upon information regarding such Holder
        furnished in writing to the Company by or on behalf of such Holder
        expressly for use therein, or to the extent that such information
        relates to such Holder or such Holder's proposed method of distribution
        of Registrable Securities and was reviewed and expressly approved in
        writing by such Holder expressly for use in the Registration Statement
        (it being understood that the Holder has approved Annex A hereto for
        this purpose), such Prospectus or such form of prospectus or in any
        amendment or supplement thereto or (2) in the case of an occurrence of
        an event of the type specified in Section 3(c)(ii)-(v), the use by such
        Holder of an outdated or defective Prospectus after the Company has
        notified such Holder in writing that the Prospectus is outdated or
        defective and prior to the receipt by such Holder of the Advice
        contemplated in Section 6(d). In no event shall the liability of any
        selling Holder hereunder be greater in amount than the dollar amount of
        the net proceeds received by such Holder upon the sale of the
        Registrable Securities giving rise to such indemnification obligation.

                (c) Conduct of Indemnification Proceedings. If any Proceeding
        shall be brought or asserted against any Person entitled to indemnity
        hereunder (an "Indemnified Party"), such Indemnified Party shall
        promptly notify the Person from whom indemnity is sought (the
        "Indemnifying Party") in writing, and the Indemnifying Party shall have
        the right to assume the defense thereof, including the employment of
        counsel reasonably satisfactory to the Indemnified Party and the payment
        of all fees and expenses incurred in connection with defense thereof;
        provided, that the failure of any Indemnified Party to give such notice
        shall not relieve the Indemnifying Party of its obligations or
        liabilities pursuant to this Agreement, except (and only) to the extent
        that it shall be finally determined by a court of competent jurisdiction
        (which determination is not subject to appeal or further review) that
        such failure shall have prejudiced the Indemnifying Party.

                An Indemnified Party shall have the right to employ separate
        counsel in any such Proceeding and to participate in the defense
        thereof, but the fees and expenses of such counsel shall be at the
        expense of such Indemnified Party or Parties unless: (1) the
        Indemnifying Party has agreed in writing to pay such fees and expenses;
        (2) the Indemnifying Party shall have failed promptly to assume the
        defense of such Proceeding and to employ counsel reasonably satisfactory
        to such Indemnified Party in any such Proceeding; or (3) the named
        parties to any such Proceeding (including any impleaded parties) include
        both such Indemnified Party and the Indemnifying Party, and such
        Indemnified Party shall have been advised by counsel that a conflict of
        interest is likely


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        to exist if the same counsel were to represent such Indemnified Party
        and the Indemnifying Party (in which case, if such Indemnified Party
        notifies the Indemnifying Party in writing that it elects to employ
        separate counsel at the expense of the Indemnifying Party, the
        Indemnifying Party shall not have the right to assume the defense
        thereof and the reasonable fees and expenses of one separate counsel
        shall be at the expense of the Indemnifying Party). The Indemnifying
        Party shall not be liable for any settlement of any such Proceeding
        effected without its written consent, which consent shall not be
        unreasonably withheld. No Indemnifying Party shall, without the prior
        written consent of the Indemnified Party, effect any settlement of any
        pending Proceeding in respect of which any Indemnified Party is a party,
        unless such settlement includes an unconditional release of such
        Indemnified Party from all liability on claims that are the subject
        matter of such Proceeding.

                All reasonable fees and expenses of the Indemnified Party
        (including reasonable fees and expenses to the extent incurred in
        connection with investigating or preparing to defend such Proceeding in
        a manner not inconsistent with this Section) shall be paid to the
        Indemnified Party, as incurred, within ten Business Days of written
        notice thereof to the Indemnifying Party; provided, that the Indemnified
        Party shall promptly reimburse the Indemnifying Party for that portion
        of such fees and expenses applicable to such actions for which such
        Indemnified Party is determined not to be entitled by unappealable order
        of a court of competent jurisdiction.

                (d) Contribution. If a claim for indemnification under Section
        5(a) or 5(b) is unavailable to an Indemnified Party (by reason of public
        policy or otherwise), then each Indemnifying Party, in lieu of
        indemnifying such Indemnified Party, shall contribute to the amount paid
        or payable by such Indemnified Party as a result of such Losses, in such
        proportion as is appropriate to reflect the relative fault of the
        Indemnifying Party, on the one hand, and Indemnified Party, on the other
        hand, in connection with the actions, statements or omissions that
        resulted in such Losses as well as any other relevant equitable
        considerations. The relative fault of such Indemnifying Party and
        Indemnified Party shall be determined by reference to, among other
        things, whether any action in question, including any untrue or alleged
        untrue statement of a material fact or omission or alleged omission of a
        material fact, has been taken or made by, or relates to information
        supplied by, such Indemnifying Party or Indemnified Party, and the
        parties' relative intent, knowledge, access to information and
        opportunity to correct or prevent such action, statement or omission.
        The amount paid or payable by a party as a result of any Losses shall be
        deemed to include, subject to the limitations set forth in Section 5(c),
        any reasonable attorneys' or other reasonable fees or expenses incurred
        by such party in connection with any Proceeding to the extent such party
        would have been indemnified for such fees or expenses if the
        indemnification provided for in this Section was available to such party
        in accordance with its terms.

                The parties hereto agree that it would not be just and equitable
        if contribution pursuant to this Section 5(d) were determined by pro
        rata allocation or by any other method of allocation that does not take
        into account the equitable considerations referred to in the immediately
        preceding paragraph. Notwithstanding the provisions of this Section
        5(d), no Holder shall be required to contribute, in the aggregate, any
        amount in


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        excess of the amount of proceeds actually received by such Holder from
        the sale of the Registrable Securities by reason of such untrue or
        alleged untrue statement or omission or alleged omission. The indemnity
        and contribution agreements contained in this Section are in addition to
        any liability that the Indemnifying Parties may have to the Indemnified
        Parties.

        6. Miscellaneous

                (a) Remedies. In the event of a breach by the Company or by a
        Holder, of any of their obligations under this Agreement, each Holder or
        the Company, as the case may be, in addition to being entitled to
        exercise all rights granted by law and under this Agreement, including
        recovery of damages, will be entitled to specific performance of its
        rights under this Agreement. The Company and each Holder agree that
        monetary damages would not provide adequate compensation for any losses
        incurred by reason of a breach by it of any of the provisions of this
        Agreement and hereby further agrees that, in the event of any action for
        specific performance in respect of such breach, it shall waive the
        defense that a remedy at law would be adequate.

                (b) No Piggyback on Registrations. Except for a registration
        statement on Form S-3 covering the 75,000 shares of Common Stock issued
        or issuable pursuant to the Company's Warrant dated May 7, 2001, neither
        the Company nor any of its security holders (other than the Holders in
        such capacity pursuant hereto) may include securities of the Company in
        a Registration Statement other than the Registrable Securities, and the
        Company shall not after the date hereof enter into any agreement
        providing any such right to any of its security holders. Except as set
        forth in the SEC Reports, no Person has any right to cause the Company
        to effect the registration under the Securities Act of any securities of
        the Company. The Company shall not file any other registration statement
        until after the Effective Date, other than any registration statement on
        Form S-8 relating to the registration of equity securities issuable in
        connection with a stock option or other employee benefit plan.

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

                (d) Discontinued Disposition. Each Holder agrees by its
        acquisition of such Registrable Securities that, upon receipt of a
        notice from the Company of the occurrence of any event of the kind
        described in Section 3(c), such Holder will forthwith discontinue
        disposition of such Registrable Securities under the Registration
        Statement until such Holder's receipt of the copies of the supplemented
        Prospectus and/or amended Registration Statement or until it is advised
        in writing (the "Advice") by the Company that the use of the applicable
        Prospectus may be resumed, and, in either case, has received copies of
        any additional or supplemental filings that are incorporated or deemed
        to be incorporated by reference in such Prospectus or Registration
        Statement. The Company may provide appropriate stop orders to enforce
        the provisions of this paragraph.


                                       10
<PAGE>

                (e) Piggy-Back Registrations. If at any time during the
        Effectiveness Period there is not an effective Registration Statement
        covering all of the Registrable Securities and the Company shall
        determine to prepare and file with the Commission a registration
        statement relating to an offering for its own account or the account of
        others under the Securities Act of any of its equity securities, other
        than (i) on Form S-4 or Form S-8 (each as promulgated under the
        Securities Act), or their then equivalents relating to equity securities
        to be issued solely in connection with any acquisition of any entity or
        business or equity securities issuable in connection with the stock
        option or other employee benefit plans, or (ii) a registration statement
        filed pursuant to the Registration Rights Agreement dated March 27, 2003
        by and between the Company and Laurus Master Fund, Ltd., then the
        Company shall send to each Holder a written notice of such determination
        and, if within fifteen days after the date of such notice, any such
        Holder shall so request in writing, the Company shall include in such
        registration statement all or any part of such Registrable Securities
        such Holder requests to be registered, subject to customary underwriter
        cutbacks applicable to all holders of registration rights.

                (f) Amendments and Waivers. The provisions of this Agreement,
        including the provisions of this sentence, may not be amended, modified
        or supplemented, and waivers or consents to departures from the
        provisions hereof may not be given, unless the same shall be in writing
        and signed by the Company and holders of a majority of the then
        outstanding Registrable Securities.

                (g) Notices. Any and all notices or other communications or
        deliveries required or permitted to be provided hereunder shall be in
        writing and shall be deemed given and effective on the earliest of (i)
        the date of transmission, if such notice or communication is delivered
        via facsimile at the facsimile number provided for below prior to 6:30
        p.m. (New York City time) on a Trading Day, (ii) the Trading Day after
        the date of transmission, if such notice or communication is delivered
        via facsimile at the facsimile number provided for below later than 6:30
        p.m. (New York City time) on any date and earlier than 11:59 p.m. (New
        York City time) on such date, (iii) the Trading Day following the date
        of mailing, if sent by nationally recognized overnight courier service,
        or (iv) upon actual receipt by the party to whom such notice is required
        to be given. The address or facsimile number for such notices and
        communications shall be delivered and addressed as set forth in the
        Purchase Agreement

                (h) Successors and Assigns. This Agreement shall inure to the
        benefit of and be binding upon the successors and permitted assigns of
        each of the parties and shall inure to the benefit of each Holder. Each
        Holder may assign their respective rights hereunder as applicable in
        proportion any assignment of Securities.

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


                                       11
<PAGE>

                (j) Governing Law. All questions concerning the construction,
        validity, enforcement and interpretation of this Agreement shall be
        governed by and construed and enforced in accordance with the internal
        laws of the State of New York, without regard to the principles of
        conflicts of law thereof. Each party agrees that all legal proceedings
        concerning the interpretations, enforcement and defense of the
        transactions contemplated by this Agreement (whether brought against a
        party hereto or its respective affiliates, directors, officers,
        shareholders, employees or agents) shall be commenced exclusively in the
        state and federal courts sitting in the City of New York, New York. Each
        party hereto hereby irrevocably submits to the exclusive jurisdiction of
        the state and federal courts sitting in the City of New York, New York
        for the adjudication of any dispute hereunder or in connection herewith
        or with any transaction contemplated hereby or discussed herein
        (including with respect to the enforcement of any term, provision,
        covenant or restriction of this Agreement), and hereby irrevocably
        waives, and agrees not to assert in any suit, action or proceeding, any
        claim that it is not personally subject to the jurisdiction of any such
        court, that such suit, action or proceeding is improper. Each party
        hereto hereby irrevocably waives personal service of process and
        consents to process being served in any such suit, action or proceeding
        by delivering a copy thereof via overnight delivery (with evidence of
        delivery) to such party at the address in effect for notices to it under
        this Agreement and agrees that such service shall constitute good and
        sufficient service of process and notice thereof. Nothing contained
        herein shall be deemed to limit in any way any right to serve process in
        any manner permitted by law. Each party hereto hereby irrevocably
        waives, to the fullest extent permitted by applicable law, any and all
        right to trial by jury in any legal proceeding arising out of or
        relating to this Agreement or the transactions contemplated hereby.

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

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

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

                (n) Independent Nature of Purchasers' Obligations and Rights.
        The obligations of each Purchaser hereunder are several and not joint
        with the obligations of any other Purchaser hereunder, and no Purchaser
        shall be responsible in any way for the performance of the obligations
        of any other Purchaser hereunder. Nothing contained herein or in any
        other agreement or document delivered at any closing, and no action


                                       12
<PAGE>

        taken by any Purchaser pursuant hereto or thereto, shall be deemed to
        constitute the Purchasers as a partnership, an association, a joint
        venture or any other kind of entity, or create a presumption that the
        Purchasers are in any way acting in concert or as a group with respect
        to such obligations or the transactions contemplated by this Agreement.
        Each Purchaser shall be entitled to protect and enforce its rights,
        including without limitation the rights arising out of this Agreement,
        and it shall not be necessary for any other Purchaser to be joined as an
        additional party in any proceeding for such purpose.

                (o) Conflicting Instructions. A person or entity is deemed to be
        a holder of Registrable Securities whenever such person or entity owns
        of record such Registrable Securities. If the Company receives
        conflicting instructions, notices or elections from two or more Persons
        or entities with respect to the same Registrable Securities, the Company
        will act upon the basis of instructions, notice or election received
        from the registered owner of such Registrable Securities.


                                       13
<PAGE>

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

                            CARDIOGENESIS CORPORATION

                            By: /s/ Michael J. Quinn
                                    Name: Michael J. Quinn
                                    Title: President, Chief Executive Officer
                                           and Chairman

                     [PURCHASERS' SIGNATURE PAGES TO FOLLOW]


                                       14
<PAGE>

          [PURCHASER SIGNATURE PAGES TO REGISTRATION RIGHTS AGREEMENT]

Name of Purchaser Entity: Capital Ventures International, by Heights Capital
Management, its authorized agent


By: /s/ Martin Kobinger
    Name: Martin Kobinger
    Title: Investment Manager


                                       15
<PAGE>

          [PURCHASER SIGNATURE PAGES TO REGISTRATION RIGHTS AGREEMENT]

Name of Purchaser Entity: Castle Creek Healthcare Partners LLD


By: /s/ Thomas A. Frei
    Name: Thomas A. Frei
    Title: Managing Director of the Investment Manager


                                       16
<PAGE>

          [PURCHASER SIGNATURE PAGES TO REGISTRATION RIGHTS AGREEMENT]

Name of Purchaser Entity: CC Lifescience, Ltd.


By: /s/ Thomas A. Frei
    Name: Thomas A. Frei
    Title: Authorized Individual


                                       17
<PAGE>

                                     ANNEX A

                              Plan of Distribution

        The Selling Stockholders and any of their pledgees, assignees, donees
and successors-in-interest may, from time to time, sell any or all of their
shares of Common Stock on any stock exchange, market or trading facility on
which the shares are traded or in private transactions. These sales may be at
fixed or negotiated prices. The Selling Stockholders may use any one or more of
the following methods when selling shares:

        o  ordinary brokerage transactions and transactions in which the
           broker-dealer solicits purchasers;

        o  block trades in which the broker-dealer will attempt to sell the
           shares as agent but may position and resell a portion of the block as
           principal to facilitate the transaction;

        o  purchases by a broker-dealer as principal and resale by the
           broker-dealer for its account;

        o  an exchange distribution in accordance with the rules of the
           applicable exchange;

        o  privately negotiated transactions;

        o  settlement of short sales entered into after the date of this
           Prospectus;

        o  broker-dealers may agree with the Selling Stockholders to sell a
           specified number of such shares at a stipulated price per share;

        o  a combination of any such methods of sale; and

        o  any other method permitted pursuant to applicable law.

        The Selling Stockholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus.

        Broker-dealers engaged by the Selling Stockholders may arrange for other
brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the Selling Stockholders (or, if any broker-dealer acts as
agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated. The Selling Stockholders do not expect these commissions and
discounts to exceed what is customary in the types of transactions involved.

        The Selling Stockholders may from time to time pledge or grant a
security interest in some or all of the shares of common stock owned by them
and, if they default in the performance of their secured obligations, the
pledgees or secured parties may offer and sell the shares of common stock from
time to time under this prospectus, or under an amendment to this prospectus
under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933


                                       18
<PAGE>

amending the list of Selling Stockholders to include the pledgee, transferee or
other successors in interest as Selling Stockholders under this prospectus.

        The Selling Stockholders and any broker-dealers or agents that are
involved in selling the shares may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales. In such event, any
commissions received by such broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. The Selling Stockholders have
informed the Company that it does not have any agreement or understanding,
directly or indirectly, with any person to distribute the Common Stock.

        The Company is required to pay all fees and expenses incident to the
registration of the shares. The Company and the Selling Stockholders have agreed
to indemnify each other against certain losses, claims, damages and liabilities,
including liabilities under the Securities Act.


                                       19