RUBICON MEDICAL CORP
OPTION AGREEMENT AMONG BOSTON SCIENTIFIC
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>8
<FILENAME>ex105form8k102903.txt
<DESCRIPTION>OPTION AGREEMENT AMONG BOSTON SCIENTIFIC
<TEXT>
Exhibit 10.5

                                OPTION AGREEMENT


                  This OPTION AGREEMENT, dated as of October 29, 2003 (this
"Agreement"), is entered into among Boston Scientific Corporation, a Delaware
corporation ("Parent"), Nemo I Acquisition, Inc., a Delaware corporation and a
wholly owned subsidiary of Parent ("Purchaser"), and Richard J. and Marla A.
Linder Family Limited Partnership, a Utah family limited partnership
("Stockholder").

                  WHEREAS, as of the date of this Agreement, Stockholder owns
beneficially and of record the shares (the "Owned Shares") and options (the
"Stock Options") to purchase shares as set forth on Schedule I attached hereto
(such Owned Shares and Stock Options, collectively, the "Stockholder's Equity")
of common stock, par value $.001 per share ("Common Stock"), of Rubicon Medical
Corporation, a Delaware corporation (the "Company");

                  WHEREAS, pursuant to an agreement dated July 17, 2003 (the
"Term Sheet") among Parent, the Company, Richard J. Linder ("Linder"), David B.
Berger ("Berger") and Berger Family Enterprises, a Utah family limited
partnership ("Berger Enterprises"), Parent purchased 2,000,000 shares of the
Company's Common Stock for $2 million in cash (the "First Equity Investment");

                  WHEREAS, Parent, Purchaser and the Company have entered into a
transaction agreement, dated as of the date hereof (the "Transaction Agreement";
capitalized terms used herein and not otherwise defined herein shall have the
respective meanings ascribed to such terms in the Transaction Agreement),
providing that, among other things, concurrently with the execution of the
Transaction Agreement, Parent or Purchaser shall purchase, and the Company shall
issue to Parent or Purchaser, 1,090,147 shares of Series A Convertible Preferred
Stock for $15 million in cash, which shall be convertible into such number of
shares of Common Stock that, when aggregated with the Common Stock issued
pursuant to the First Equity Investment, shall constitute 18% of the Common
Stock on a Fully Diluted Basis as of the date of issuance of the Series A
Convertible Preferred Stock;

                  WHEREAS, as a condition to the willingness of Parent and
Purchaser to enter into the Transaction Agreement, Parent and Purchaser have
requested that Stockholder agree, and, in order to induce Parent and Purchaser
to enter into the Transaction Agreement, Stockholder has agreed herein (i) to
grant an option to Parent and Purchaser to purchase the Stockholder's Equity
payable in cash (the "Purchase Option") and (ii) that Parent may require
Stockholder, in lieu of selling its Stockholder's Equity to Parent or Purchaser
as described in clause (i), to tender its Owned Shares into the Offer (as
defined below) in exchange for, at the option of Parent or Purchaser, either
cash or shares of common stock of Parent, par value $0.01 per share ("Parent
Common Stock") (such option, the "Offer Option") (the Purchase Option and the
Offer Option, collectively, the "Options");

                  WHEREAS, in the event the Purchase Option is exercised, as
soon as practicable after the closing of the acquisition by Purchaser of the
Stockholder's Equity pursuant to the exercise of the Purchase Option, Purchaser
shall, in accordance with the terms of the Transaction Agreement, commence a
cash tender offer (the "Cash Tender Offer") to acquire all of the issued and
outstanding shares of Common Stock upon the terms and subject to the conditions
of the Transaction Agreement and the Cash Tender Offer; and

                  WHEREAS, in the event the Offer Option is exercised, as soon
as practicable after Purchaser gives written notice to each of Stockholder,
Linder, Berger and Berger Enterprises (collectively, the "Controlling
Stockholders") of its exercise of the Offer Option, Purchaser shall commence an
exchange offer or the Cash Tender Offer (either such exchange offer or the Cash
Tender Offer, as the case may be, the "Offer") to acquire all of the issued and
outstanding shares of Common Stock upon the terms and subject to the conditions
of the Transaction Agreement and the Offer.

                  NOW, THEREFORE, in consideration of the premises and of the
mutual agreements and covenants set forth herein and in the Transaction
Agreement, the parties hereto agree as follows:

                                   Article I
                               THE PURCHASE OPTION

SECTION 1.01. Grant of the Purchase Option. Stockholder hereby grants to Parent
and Purchaser an exclusive and irrevocable option to purchase the Stockholder's
Equity, payable in an amount of cash equal to $2.00 per share of Common Stock,
and, subject to the provisions of Section 1.03, with respect to each Stock
Option, the positive difference between $2.00 and the price per share of Common
Stock for which such Stock Option is exercisable (the "Cash Purchase Price")
(the Cash Purchase Price, together with any rights to receive additional
consideration pursuant to Sections 5.03 and 5.04 of the Transaction Agreement,
the "Purchase Option Consideration").

SECTION 1.02. Exercise of the Purchase Option. Provided that (a) to the extent
necessary, any applicable waiting periods (and any extension thereof) under the
HSR Act with respect to the exercise of the Purchase Option shall have expired
or been terminated and (b) no preliminary or permanent injunction or other
order, decree or ruling issued by any Governmental Authority prohibiting the
exercise of the Purchase Option or the delivery of Stockholder's Equity shall be
in effect, Parent or Purchaser may exercise the Purchase Option at any time
during the Option Period with respect to all of the Stockholder's Equity. To
exercise the Purchase Option, Parent or Purchaser shall give written notice (the
date of such notice being herein called the "Notice Date") to Stockholder
specifying a place and date (not later than ten Business Days and not earlier
than two Business Days following the Notice Date) for closing such purchase (the
"Closing"). Subject to the delivery by Stockholder of the documents described in
Section 1.04(b), the Closing of the Purchase Option shall occur as promptly as
practicable following the Notice Date; provided that if the conditions set forth
in clause (a) or (b) of the first sentence of this Section 1.02 have not been
satisfied, Parent or Purchaser may extend the date for the Closing (the
"Purchase Option Closing Date") as necessary for the satisfaction of the
conditions set forth in clause (a) or (b) of the first sentence of this Section
1.02 up to but not exceeding the date that is 180 days following the Notice
Date, after which all rights of Parent and Purchaser to acquire the
Stockholder's Equity in accordance with this Section 1.02 shall terminate.

SECTION 1.03. Vested Options. Stockholder agrees to exercise, upon written
notice from Parent or Purchaser, Stockholder's vested Stock Options upon the
earliest date permitted by the relevant Stock Option Plan. All Stockholder's
Equity resulting from the exercise of such vested options automatically shall
become subject to the Purchase Option that may be exercised by Parent or
Purchaser pursuant to the terms of Section 1.02. Nothing herein shall preclude
Stockholder from exercising Stockholder's vested Stock Options prior to receipt
of notice from Purchaser, and the Stockholder's Equity resulting from such
independent exercise automatically shall become subject to the Options which may
be exercised by Parent or Purchaser pursuant to the terms of this Agreement.

SECTION 1.04. Payment for and Delivery of Certificates. If Parent or Purchaser
elects to exercise the Purchase Option, at the Closing, (a) Parent or Purchaser
shall pay the Purchase Option Consideration for the Stockholder's Equity by wire
transfer in immediately available funds equal to the Cash Purchase Price to an
account designated by Stockholder by written notice to Parent or Purchaser and
(b) Stockholder shall deliver to Purchaser (i) a stock certificate or
certificates evidencing the Owned Shares, (ii) a certificate of a duly
authorized officer of Stockholder certifying that the representations and
warranties of Stockholder contained in this Agreement are true and correct as of
the Closing as if made on the Purchase Option Closing Date, (iii) a certificate
of a duly authorized officer of the Company certifying on behalf of the Company
(with no liability to such officer individually in the absence of fraud or gross
negligence) that the representations and warranties of the Company in the
Transaction Agreement that are qualified as to materiality or Company Material
Adverse Effect are true and correct and the representations and warranties that
are not so qualified are true and correct in all material respects, in each case
as if such representations and warranties were made as of the Purchase Option
Closing Date, and (iv) written evidence, satisfactory to Parent, of the
cancellation of the Stock Options. All such stock certificates evidencing shares
of the Common Stock delivered pursuant to this Section 1.04 shall be duly
endorsed in blank, or with appropriate stock powers, duly executed in blank,
attached thereto, in proper form for transfer, with the signature of Stockholder
thereon guaranteed, and with all applicable taxes paid or provided for.

                                   Article II
                                THE OFFER OPTION

SECTION 2.01. Tender of the Owned Shares Pursuant to the Offer Option. If Parent
elects to exercise the Offer Option, Stockholder agrees to tender and sell (and
not withdraw prior to termination or expiration of the Offer or the termination
of the Transaction Agreement) its shares of Common Stock and to comply with the
provisions of Section 5.01 of the Transaction Agreement regarding its Stock
Options pursuant to and in accordance with the terms of the Offer and the
Transaction Agreement, as each may be amended from time to time.

SECTION 2.02. Exercise of the Offer Option. Parent or Purchaser may exercise the
Offer Option at any time during the Option Period with respect to all of the
Owned Shares by giving written notice to Stockholder stating that Parent or
Purchaser is exercising the Offer Option. If Parent or Purchaser exercises the
Offer Option, the Offer will be commenced in accordance with the terms and
conditions of the Transaction Agreement.

                                  Article III
                            OPTION TERM; TERMINATION

SECTION 3.01. Term. Each of the Purchase Option and the Offer Option shall
expire if not exercised prior to the end of the period that commences on the
date of this Agreement and terminates on the 90th day following written notice
by the Company or Parent of the achievement of Milestone 1, which notice shall
be accompanied by satisfactory documentation evidencing such achievement (the
"Option Period").

SECTION 3.02. Termination. This Agreement shall terminate and be of no further
force and effect if the Transaction Agreement is terminated in accordance with
its terms.

                                   Article IV
                         REPRESENTATIONS AND WARRANTIES
                                 OF STOCKHOLDER

                  Stockholder hereby represents and warrants to Parent and
Purchaser as follows:

SECTION 4.01. Due Execution and Delivery; Enforceability. Stockholder is a
family limited partnership duly organized, validly existing and in good standing
under the laws of Utah and has the requisite power and authority to execute and
deliver this Agreement and to consummate the transactions contemplated hereby.
The execution and delivery of this Agreement and the consummation by Stockholder
of the transactions contemplated hereby have been duly and validly authorized by
all necessary action, and no other proceedings on the part of Stockholder are
necessary to authorize this Agreement or consummate the transactions
contemplated hereby. This Agreement has been duly and validly executed and
delivered by Stockholder and, assuming due authorization, execution and delivery
by Parent and Purchaser, constitutes a legal, valid and binding obligation of
Stockholder, enforceable against Stockholder in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditor rights and general equitable and public policy principles.

SECTION 4.02. No Conflicts; Required Filings and Consents(a) . (a) The execution
and delivery of this Agreement by Stockholder do not, and the performance of
this Agreement by Stockholder will not, (i) conflict with or violate the family
limited partnership agreement or by-laws or equivalent organizational documents
of Stockholder, (ii) assuming that all consents, approvals, authorizations and
other actions described in Section 4.02(b) of this Agreement have been made,
conflict with or violate any Law applicable to Stockholder or by which any
property or asset of Stockholder is bound or affected or (iii) result in any
breach of, or constitute a default (or an event which, with notice or lapse of
time or both, would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, or result in the
creation of a lien or encumbrance on any property or asset of Stockholder
pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease,
license, permit, franchise or other instrument or obligation to which
Stockholder is a party or by which Stockholder or any property or asset of
Stockholder is bound or affected, except, with respect to clause (iii), for any
such conflicts, violations, breaches, defaults or other occurrences which would
not prevent or materially delay consummation of the transactions contemplated
herein or otherwise prevent or materially delay Stockholder from performing its
obligations under this Agreement.

(b) The execution and delivery of this Agreement by Stockholder do not, and the
performance of this Agreement by Stockholder will not, require any consent,
approval, authorization or permit of, or filing with or notification to, any
Governmental Authority, except (i) for applicable requirements, if any, of the
HSR Act and (ii) where the failure to obtain such consents, approvals,
authorizations or permits, or to make such filings or notifications, would not
prevent or materially delay consummation of the transactions contemplated
herein, or otherwise prevent Stockholder from performing its obligations under
this Agreement.

SECTION 4.03. Title to Shares. If Parent or Purchaser consummates the
acquisition of Stockholder's Equity pursuant to the Purchase Option or the Offer
Option, at the Closing, Stockholder shall deliver good and valid title to the
Stockholder's Equity free and clear of all security interests, liens, claims,
pledges, options, rights of first refusal, rights of first offer, agreements,
limitations on voting rights, charges and other encumbrances of any nature
whatsoever. Stockholder has full right, power and authority to sell, transfer
and deliver the Stockholder's Equity pursuant to this Agreement. The
Stockholder's Equity constitutes all the securities of the Company owned of
record or beneficially by Stockholder on the date of this Agreement.

                                   Article V
                        REPRESENTATIONS AND WARRANTIES OF
                              PURCHASER AND PARENT

                  Purchaser and Parent hereby represent and warrant to
Stockholder as follows:

SECTION 5.01. Due Organization, Etc. Each of Purchaser and Parent is a
corporation duly organized, validly existing and in good standing under the laws
of Delaware and has the requisite corporate power and authority to execute and
deliver this Agreement and to consummate the transactions contemplated hereby.
The execution and delivery of this Agreement have been duly and validly
authorized by all necessary corporate action, and no other corporate proceedings
on the part of Parent or Purchaser are necessary to authorize this Agreement.
This Agreement has been duly and validly executed and delivered by Parent and
Purchaser and, assuming due authorization, execution and delivery by
Stockholder, constitutes a legal, valid and binding obligation of each of Parent
and Purchaser, enforceable against each of Parent and Purchaser in accordance
with its terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditor rights and general equitable and public policy principles.

SECTION 5.02. No Conflict; Required Filings and Consents. (a) The execution and
delivery of this Agreement by Parent and Purchaser do not, and the performance
of this Agreement by Parent and Purchaser will not, (i) conflict with or violate
the Certificate of Incorporation or By-laws of either Parent or Purchaser, (ii)
assuming that all consents, approvals, authorizations and other actions
described in Section 5.02(b) of this Agreement have been made, conflict with or
violate any Law applicable to Parent or Purchaser or by which any property or
asset of either of them is bound or affected or (iii) result in any breach of,
or constitute a default (or an event which, with notice or lapse of time or
both, would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, or result in the
creation of a lien or encumbrance on any property or asset of Parent or
Purchaser pursuant to, any note, bond, mortgage, indenture, contract, agreement,
lease, license, permit, franchise or other instrument or obligation to which
Parent or Purchaser is a party or by which Parent or Purchaser or any property
or asset of either of them is bound or affected, except, with respect to clause
(iii), for any such conflicts, violations, breaches, defaults or other
occurrences which would not prevent or materially delay consummation of the
transactions contemplated herein or otherwise prevent or materially delay Parent
and Purchaser from performing their obligations under this Agreement.

                  (b) The execution and delivery of this Agreement by Parent and
Purchaser does not, and the performance of this Agreement by Parent and
Purchaser will not, require any consent, approval, authorization or permit of,
or filing with or notification to, any Governmental Authority, except (i) for
applicable requirements, if any, of the HSR Act and (ii) where the failure to
obtain such consents, approvals, authorizations or permits, or to make such
filings or notifications, would not prevent or materially delay consummation of
the transactions contemplated herein, or otherwise prevent Parent or Purchaser
from performing their obligations under this Agreement.

SECTION 5.03. Investment Intent. The purchase of the Stockholder's Equity from
Stockholder pursuant to the Purchase Option is for the account of Purchaser for
the purpose of investment, not as a nominee or agent, and not with a view to or
for sale in connection with any distribution thereof within the meaning of the
Securities Act.

                                   Article VI
                          TRANSFER AND VOTING OF SHARES

SECTION 6.01. Transfer of Shares. During the Option Period, and except as
otherwise provided herein, Stockholder shall not (a) sell, pledge, hypothecate
or otherwise dispose of any of the Stockholder's Equity, (b) deposit the Owned
Shares into a voting trust or enter into a voting agreement or arrangement with
respect to the Owned Shares or grant any proxy with respect thereto or (c) enter
into any contract, option or other arrangement or undertaking with respect to
the direct or indirect acquisition or sale, assignment, transfer or other
disposition of any Stockholder's Equity.

SECTION 6.02. Voting of Shares; Further Assurances. Stockholder agrees to cause
the Owned Shares to be voted as follows: (i) against any proposal for any
recapitalization, merger, sale of assets or other business combination between
the Company and any person or entity (other than the Transactions) or any other
action or agreement that (x) would result in a breach of any covenant,
representation or warranty or any other obligation or agreement of the Company
under the Transaction Agreement, (y) could result in any of the conditions to
the Company's obligations under the Transaction Agreement not being fulfilled or
(z) could otherwise impair the ability of Parent or Purchaser to exercise any of
the Options and (ii) in favor of any other matter relating to consummation of
the Transactions. Stockholder further agrees to cause such Owned Shares to be
voted in accordance with the foregoing. Stockholder acknowledges receipt and
review of a copy of the Transaction Agreement.

                  (b) If Parent or Purchaser shall exercise any of the Options
in accordance with the terms of this Agreement, Stockholder shall, without
additional consideration, execute and deliver further transfers, assignments,
endorsements, consents and other instruments as Parent or Purchaser may
reasonably request for the purpose of effectively carrying out the transactions
contemplated by this Agreement and the Transaction Agreement, including the
transfer of any and all of the Stockholder's Equity to Purchaser.

                  (c) Stockholder shall perform such further acts and execute
such further documents and instruments as may reasonably be required to vest in
Parent and Purchaser the power to carry out the provisions of this Agreement,
including, without limitation, causing all certificates representing the Owned
Shares to bear, until the expiration of the Options granted with respect to the
Stockholder's Equity, in a conspicuous place the following legend:

                  THE SHARES REPRESENTED BY THE WITHIN CERTIFICATE MAY NOT BE
                  SOLD, EXCHANGED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT
                  IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THE OPTION
                  AGREEMENT, DATED AS OF OCTOBER 29, 2003, AMONG BOSTON
                  SCIENTIFIC CORPORATION, NEMO I ACQUISITION, INC. AND THE
                  REGISTERED HOLDER OF THE WITHIN CERTIFICATE.

                                  Article VII
                              ADDITIONAL AGREEMENTS

SECTION 7.01. Limited Waiver of Confidentiality. Notwithstanding anything herein
to the contrary, each party (and its representatives, agents and employees) may
consult any tax advisor regarding the tax treatment and tax structure of the
Transactions and, upon reasonable advance notice to the other party, may
disclose to any person, without limitation of any kind, the tax treatment and
tax structure of the Transactions and all materials (including opinions or other
tax analyses) that are provided relating to such treatment or structure.

SECTION 7.02. Rescission of Purchase Option. If (a) Parent or Purchaser shall
have exercised and consummated the Purchase Option and (b) the Company shall
have terminated the Transaction Agreement pursuant to Section 11.01(d) thereof
other than clause (Z) of Section 11.01(d), upon the written request of all of
the Controlling Stockholders, Parent or Purchaser shall rescind the Purchase
Option and transfer the Stockholder's Equity to Stockholder in exchange for and
upon receipt of all of the Purchase Option Consideration from Stockholder that
Parent or Purchaser previously paid to Stockholder for the Stockholder's Equity;
provided that such rescission and transfer shall not be effected by Parent or
Purchaser unless all of the Controlling Stockholders comply with Section 7.02 of
their respective option agreements.

SECTION 7.03. Right of First Offer. For the period of 180 days from the date of
this Agreement, Stockholder may sell at the market price on the date of such
sale up to 500,000 shares of the Owned Shares (the "Subject Shares"), in one or
more sales, to any person, other than a person that Parent reasonably deems to
be member of the medical device industry if such sale is pursuant to clause
(b)(i) of this Section 7.03, subject to the following conditions (a "Third Party
Sale"): (a) Stockholder shall first offer to sell the Subject Shares to Parent
and Purchaser by written notice evidencing the terms and conditions of such
offer before Stockholder effects any Third Party Sale, and if Parent or
Purchaser accepts such offer within 5 business days of receipt thereof,
Stockholder shall sell, and Parent or Purchaser shall purchase, the Subject
Shares upon such terms and conditions as promptly as practicable after such
acceptance, provided, if the market price for such Subject Shares declines by
more than 5% after the date of the notice and prior to purchase by Parent or
Purchaser, Stockholder may rescind the offer and shall have no obligation to
sell the Subject Shares to Parent or Purchaser pursuant to the offer, or (b) if
Parent or Purchaser does not accept such offer within 5 business days,
Stockholder may effect a Third Party Sale so long as the price and other terms
and conditions of such Third Party Sale are no more favorable to such person
than those offered to Parent and Purchaser in accordance with clause (a) above
and either (i) such person has agreed to execute an agreement reasonably
satisfactory to Parent pursuant to which such person shall participate in, vote
for or otherwise support any exercise of an Option in accordance with the terms
and conditions hereof or (ii) such Subject Shares are sold in a brokered
transaction in the over-the-counter market for shares of Common Stock; provided,
that, in each case, any Third Party Sale at the then current over-the-counter
market price for the Subject Shares shall not be deemed to be more favorable to
such person. Notwithstanding anything to the contrary in this Section 7.03,
Stockholder shall not, in any event, sell any Owned Shares to any person if such
Third Party Sale, alone or together with any other sales by the Controlling
Stockholders, would cause the combined ownership of capital stock of the Company
by the Controlling Stockholders, Parent and Purchaser to be less than 52% of
such capital stock, calculated on a Fully Diluted Basis.

SECTION 7.04. Equal Treatment of Stockholders. If Parent or Purchaser exercises
either the Purchase Option or the Offer Option, as the case may be, as to one
Controlling Stockholder, Parent or Purchaser shall exercise the same form of
Option as to all other Controlling Stockholders.

                                  Article VIII
                               GENERAL PROVISIONS

SECTION 8.01. Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly given upon receipt) by delivery in person, by telecopy
or by registered or certified mail (postage prepaid, return receipt requested)
to the respective parties at the following addresses (or at such other address
for a party as shall be specified in a notice given in accordance with this
Section 8.01):

                  if to Parent or Purchaser:

                           Boston Scientific Corporation
                           One Boston Scientific Place
                           Natick, Massachusetts  01760-1537
                           Facsimile No:  (508) 650-8951
                           Attention:  Chief Financial Officer

                  with a copy to:

                           Boston Scientific Corporation
                           One Boston Scientific Place
                           Natick, Massachusetts  01760-1537
                           Facsimile No:  (508) 650-8960
                           Attention:  Assistant General Counsel

                           Shearman & Sterling LLP
                           599 Lexington Avenue
                           New York, New York  10022
                           Facsimile No:  (212) 848-8966
                           Attention:   Clare O'Brien
                           if to Stockholder:

                           Richard J. Linder and Marla A. Linder Family Limited
                           Partnership
                           c/o Rubicon Medical Corporation
                           2064 West Alexander Street
                           Salt Lake City, Utah  84119

                  with a copy to:

                           Sheppard, Mullin, Richter & Hampton LLP
                           650 Town Center Drive, 4th Floor
                           Costa Mesa, California  92626
                           Facsimile No:  (714) 513-5130
                           Attention:  R. Marshall Tanner, Esq.

SECTION 8.02. Headings. The descriptive headings contained in this Agreement are
included for convenience of reference only and shall not affect in any way the
meaning or interpretation of this Agreement.

SECTION 8.03. Severability. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law, or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or legal substance of
the Options is not affected in any manner materially adverse to any party. Upon
such determination that any term or other provision is invalid, illegal or
incapable of being enforced, the parties hereto shall negotiate in good faith to
modify this Agreement so as to effect the original intent of the parties as
closely as possible in a mutually acceptable manner in order that the Options be
consummated as originally contemplated to the fullest extent possible.

SECTION 8.04. Entire Agreement. This Agreement and the Transaction Agreement
constitute the entire agreement among the parties with respect to the subject
matter hereof and supersede all prior agreements and undertakings, both written
and oral, among the parties, or any of them, with respect to the subject matter
hereof, including the Term Sheet. This Agreement shall not be assigned (whether
pursuant to a merger, by operation of law or otherwise), except that Parent and
Purchaser may assign all or any of their rights and obligations hereunder to any
affiliate of Parent.

SECTION 8.05. Parties in Interest. This Agreement shall be binding upon and
inure solely to the benefit of each party hereto, and nothing in this Agreement,
express or implied, is intended to or shall confer upon any other person any
right, benefit or remedy of any nature whatsoever under or by reason of this
Agreement.

SECTION 8.06. Specific Performance. The parties hereto agree that irreparable
damage would occur in the event any provision of this Agreement were not
performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any other
remedy at law or equity.

SECTION 8.07. Withholding Rights. Each of the Surviving Corporation and Parent
shall be entitled to deduct and withhold from the consideration otherwise
payable pursuant to this Agreement to any holder of Shares such amounts as it is
required to deduct and withhold with respect to the making of such payment under
the Code, or any provision of state, local or foreign tax law. To the extent
that amounts are so withheld by the Surviving Corporation or Parent, as the case
may be, such withheld amounts shall be treated for all purposes of this
Agreement as having been paid to the holder of the Shares in respect of which
such deduction and withholding was made by the Surviving Corporation or Parent,
as the case may be.

SECTION 8.08. Amendments. This Agreement may not be amended except by an
instrument in writing signed by Parent, Purchaser and Stockholder.

SECTION 8.09. Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of Delaware. All actions and
proceedings arising out of or relating to this Agreement shall be heard and
determined exclusively in any Delaware state or federal court sitting in
Wilmington, Delaware. The parties hereto hereby (a) submit to the exclusive
jurisdiction of any state or federal court sitting in Wilmington, Delaware for
the purpose of any Action arising out of or relating to this Agreement brought
by any party hereto, and (b) irrevocably waive, and agree not to assert by way
of motion, defense, or otherwise, in any such Action, any claim that it is not
subject personally to the jurisdiction of the above-named courts, that its
property is exempt or immune from attachment or execution, that the Action is
brought in an inconvenient forum, that the venue of the Action is improper, or
that this Agreement or the Options may not be enforced in or by any of the
above-named courts.

SECTION 8.10. Waiver of Jury Trial. Each of the parties hereto hereby waives to
the fullest extent permitted by applicable Law any right it may have to a trial
by jury with respect to any litigation directly or indirectly arising out of,
under or in connection with this Agreement or the Options. Each of the parties
hereto (a) certifies that no representative, agent or attorney of any other
party has represented, expressly or otherwise, that such other party would not,
in the event of litigation, seek to enforce that foregoing waiver and (b)
acknowledges that it and the other parties hereto have been induced to enter
into this Agreement and the Options, as applicable, by, among other things, the
mutual waivers and certifications in this Section 8.10.

SECTION 8.11. Counterparts. This Agreement may be executed and delivered
(including by facsimile transmission) in one or more counterparts, and by the
different parties hereto in separate counterparts, each of which when executed
shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement.

                [Remainder of this page left blank intentionally]

<PAGE>

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

                                    BOSTON SCIENTIFIC CORPORATION


                                    By: /s/ Lawrence C. Best
                                       --------------------------
                                         Name: Lawrence C. Best
                                         Title: Senior Vice President -
                                         Finance & Administration and
                                         Chief Financial Officer


                                    NEMO I ACQUISITION, INC.


                                    By: /s/ Lawrence C. Best
                                       --------------------------
                                         Name: Lawrence C. Best
                                         Title: President


                                    RICHARD J. AND MARLA A. LINDER FAMILY
                                    LIMITED PARTNERSHIP


                                    By:  /s/ Richard J. Linder
                                        ---------------------------
                                         Name: Richard J. Linder
                                         Title: General Partner

<PAGE>

                                   SCHEDULE I




              Stockholder                     Owned Shares      Stock Options
              -----------                     ------------      -------------
 Richard J. Linder and Marla A. Linder          2,299,300             0
      Family Limited Partnership





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