Exhibit 10.20

BOSTON SCIENTIFIC CORPORATION
2000 LONG-TERM INCENTIVE PLAN

1. ADMINISTRATION

Subject to the express provisions of the Plan, the Administrator has the authority to interpret the Plan; determine eligibility for and grant Awards; determine, modify or waive the terms and conditions of any Award; prescribe forms, rules and procedures (which it may modify or waive); and otherwise do all things necessary to implement the Plan. Once a written agreement evidencing an Award hereunder has been provided to a Participant, the Administrator may not, without the Participant's consent, alter the terms of the Award so as to affect adversely the Participant's rights under the Award, unless the Administrator expressly reserved the right to do so in writing at the time of such delivery. In the case of any Award intended to be eligible for the performance-based compensation exception under Section 162(m), the Administrator shall exercise its discretion consistent with qualifying the Award for such exception.

Notwithstanding any provision herein to the contrary, the Administrator may modify the terms of the Plan or may create one or more subplans, in each case on such terms as it deems necessary or appropriate, to provide for awards to non-U.S. participants; provided, that no such action by the Administrator shall increase the total number of shares issuable hereunder.

2. LIMITS ON AWARD UNDER THE PLAN

a. NUMBER OF SHARES. A maximum of 20,000,000 shares of Stock may be delivered in satisfaction of Awards under the Plan. For purposes of the preceding sentence, shares that have been forfeited in accordance with the terms of the applicable Award and shares held back in satisfaction of the exercise price or tax withholding requirements from shares that would otherwise have been delivered pursuant to an Award shall not be considered to have been delivered under the Plan. Also, the number of shares of Stock delivered under an Award shall be determined net of any previously acquired Shares tendered by the Participant in payment of the exercise price or of withholding taxes.

b. TYPE OF SHARES. Stock delivered by the Company under the Plan may be authorized but unissued Stock or previously issued Stock acquired by the Company and held in treasury. No fractional shares of Stock will be delivered under the Plan.

c. STOCK-BASED AWARD LIMITS. The maximum number of shares of Stock for which Stock Options may be granted to any person in any calendar year, the maximum number of shares of Stock subject to SARs granted to any person in any calendar year and the aggregate maximum number of shares of Stock subject to other Awards that may be delivered (or the value of which may be paid) to any person in any calendar year shall each be 5,000,000. For purposes of the preceding sentence, the repricing of a Stock Option or SAR shall be treated as a new grant to the extent required under Section 162(m). Subject to these limitations, each person eligible to participate in the Plan shall be eligible in any year to receive Awards covering up to the full number of shares of Stock then available for Awards under the Plan.

d. OTHER AWARD LIMITS. No more than $10,000,000 may be paid to any individual with respect to any Cash or Other Performance Award (other than an Award expressed in terms of shares of Stock or units representing Stock, which shall instead be subject to the limit set forth in Section 2.c. above). In applying the dollar limitation of the preceding sentence: (A) multiple Cash or Other Performance Awards to the same individual that are determined by reference to performance periods of one year or less ending with or within the same fiscal year of the Company shall be subject in the aggregate to one $10,000,000 limit, and (B) multiple Cash or Other Performance Awards to the same individual that are determined by reference to one or more multi-year performance periods ending in the same fiscal year of the Company shall be subject in the aggregate to separate $10,000,000 limits.

3. ELIGIBILITY AND PARTICIPATION

The Administrator will select Participants from among those key Employees, directors and other individuals or entities providing services to the Company or its Affiliates who, in the opinion of the Administrator, are in a position to make a significant contribution to the success of the Company and its Affiliates. Eligibility for ISOs is further limited to those individuals whose employment status would qualify them for the tax treatment described in Sections 421 and 422 of the Code.

4. RULES APPLICABLE TO AWARDS

a. ALL AWARDS

(1) TERMS OF AWARDS. The Administrator shall determine the terms of all Awards subject to the limitations provided herein.

(2) PERFORMANCE CRITERIA. Where rights under an Award depend in whole or in part on satisfaction of Performance Criteria, actions by the Company that have an effect, however material, on such Performance Criteria or on the likelihood that they will be satisfied will not be deemed an amendment or alteration of the Award.

(3) ALTERNATIVE SETTLEMENT. The Company may at any time extinguish rights under an Award in exchange for payment (subject in each case to the limitations of Section 2) in cash, Stock or other property on such terms as the Administrator determines, provided the holder of the Award consents to such exchange.

(4) TRANSFERABILITY OF AWARDS. Awards may be transferred only as follows: (i) ISOs may not be transferred other than by will or by the laws of descent and distribution and during a Participant's lifetime may be exercised only by the Participant (or in the event of the Participant's incapacity, by the person or persons legally appointed to act on the Participant's behalf); (ii) Stock Options other than ISOs may be transferred by will or by the laws of descent and distribution and, except as otherwise determined by the Administrator, may also be transferred during the Participant's lifetime, without payment of consideration, to one or more Family Members of the Participant; (iii) Awards of Unrestricted Stock shall be subject only to such transfer restrictions under the Plan as are specified by the Administrator; and
(iv) Awards other than Stock Options and other than Unrestricted Stock may not be transferred except as the Administrator otherwise determines. If an Award is claimed or exercised by a person or persons other than the Participant, the Company shall have no obligation to deliver Stock, cash or other property pursuant to such Award or otherwise to recognize the transfer of the Award until the Administrator is satisfied as to the authority of the person or persons claiming or exercising such Award.

(5) VESTING, ETC. Without limiting the generality of Section 1, the Administrator may determine the time or times at which an Award will vest (i.e., become free of forfeiture restrictions) or become exercisable and the terms on which an Award requiring exercise will remain exercisable. Unless the Administrator expressly provides otherwise, upon the cessation of the Participant's employment or other service relationship with the Company and its Affiliates (i) all Awards (other than Stock Options, SARs and Restricted Stock) held by the Participant or by a permitted transferee under Section 4.a.(4) immediately prior to such cessation of employment or other service relationship will be immediately forfeited if not then vested and, where exercisability is relevant, will immediately cease to be exercisable, and (ii) Stock Options, SARs and Restricted Stock shall be treated as follows:

(A) immediately upon the cessation of a Participant's employment or other service relationship with the Company and its Affiliates by reason of the Participant's Disability, or with respect to a Participant who is an employee or director of the Company or its Affiliates, by reason of such Participant's Retirement, all Stock Options, SARs and Restricted Stock Awards held by the Participant (or by a permitted transferee under Section 4.a.(4)) immediately prior to such Disability or, as applicable, Retirement, will become vested and, where exercisability is

relevant, will remain exercisable for the lesser of three years or the period ending on the latest date on which such Stock Option or SAR could have been exercised if the Participant's employment or other service relationship with the Company and its Affiliates had continued unchanged, whereupon such Stock Options and SARs shall terminate;

(B) all Stock Options, SARs and Restricted Stock Awards held by a Participant (or by a permitted transferee under Section 4.a.(4)) immediately prior to the Participant's death will become vested and, where exercisability is relevant, will remain exercisable for the lesser of one year or the period ending on the latest date on which such Stock Option or SAR could have been exercised had the Participant not died, whereupon such Stock Options and SARs shall terminate;

(C) except as provided in (D) below, all Stock Options, SARs and Restricted Stock Awards held by a Participant (or by a permitted transferee under Section 4.a.(4)) immediately prior to the cessation (other than by reason of death or Disability, or with respect to a Participant who is an employee or director of the Company or its Affiliates, Retirement) of the Participant's employment or other service relationship with the Company and its Affiliates, to the extent then not vested shall terminate, and to the extent then exercisable, will remain exercisable for the lesser of three months or the period ending on the latest date on which such Stock Option or SAR could have been exercised if the Participant's employment or other service relationship with the Company and its Affiliates had continued unchanged, whereupon such Stock Options and SARs shall terminate;

(D) all Stock Options, SARs and Restricted Stock Awards held by the Participant (or by a permitted transferee under Section 4.a.(4)) whose cessation of employment or other service relationship is determined by the Administrator in its sole discretion to be for cause or to result from reasons which cast such discredit on the Participant as to justify immediate termination of the Award shall immediately terminate upon such cessation. For this purpose, "cause" means a felony conviction of a Participant or the failure of a Participant to contest prosecution for a felony, or a Participant's misconduct or dishonesty which is harmful to the business or reputation of the Company.

Unless the Administrator expressly provides otherwise, a Participant's "employment or other service relationship with the Company and its Affiliates" will be deemed to have ceased when the individual is no longer employed by or in a service relationship with the Company or its Affiliates. Except as the Administrator otherwise determines, with respect to a Participant who is an employee or director of the Company or its Affiliates, such Participant's "employment or other service relationship with the Company and its Affiliates" will not be deemed to have ceased during a military, sick or other bona fide leave of absence if such absence does not exceed 180 days or, if longer, so long as the Participant retains a right by statute or by contract to return to employment or other service relationship with the Company and its Affiliates.

(6) TAXES. The Administrator will make such provision for the withholding of taxes as it deems necessary. The Administrator may, but need not, hold back shares of Stock from an Award or permit a Participant to tender previously-owned shares of Stock in satisfaction of tax withholding requirements. In no event shall shares of Stock be tendered or held back by the Company in excess of the amount required to be withheld for Federal, state, and other taxes.

(7) DIVIDEND EQUIVALENTS, ETC. The Administrator may provide for the payment of amounts in lieu of cash dividends or other cash distributions with respect to Stock subject to an Award if and in such manner as it deems appropriate.

(8) RIGHTS LIMITED. Nothing in the Plan shall be construed as giving any person the right to continued employment or service with the Company or its Affiliates, or any rights as a shareholder

except as to shares of Stock actually issued under the Plan. The loss of existing or potential profit in Awards will not constitute an element of damages in the event of termination of employment or service for any reason, even if the termination is in violation of an obligation of the Company or Affiliate to the Participant.

(9) SECTION 162(M). The Administrator in its discretion may grant Performance Awards that are intended to qualify for the performance-based compensation exception under Section 162(m) and Performance Awards that are not intended so to qualify. In the case of an Award intended to be eligible for the performance-based compensation exception under Section 162(m), the Plan and such Award shall be construed to the maximum extent permitted by law in a manner consistent with qualifying the Award for such exception. In the case of a Performance Award intended to qualify as performance-based for the purposes of
Section 162(m), the Administrator shall preestablish in writing one or more specific Performance Criteria no later than 90 days after the commencement of the period of service to which the performance relates (or at such earlier time as is required to qualify the Award as performance-based under Section 162(m)). Prior to payment of any Performance Award intended to qualify as performance-based under Section 162(m), the Administrator shall certify whether the Performance Criteria have been attained, and such determination shall be final and conclusive. The provisions of this Section 4.a.(9) shall be construed in a manner that is consistent with the regulations under Section 162(m), and shall be deemed to be automatically modified to take into account any subsequent statutory changes, regulations, rulings or interpretations with respect thereto.

b. AWARDS REQUIRING EXERCISE

(1) TIME AND MANNER OF EXERCISE. Unless the Administrator expressly provides otherwise, (a) an Award requiring exercise by the holder will not be deemed to have been exercised until the Administrator receives a written notice of exercise (in form acceptable to the Administrator) signed by the appropriate person and accompanied by any payment required under the Award; and (b) if the Award is exercised by any person other than the Participant, the Administrator may require satisfactory evidence that the person exercising the Award has the right to do so.

(2) EXERCISE PRICE. The Administrator shall determine the exercise price of each Stock Option; provided, that each Stock Option must have an exercise price that is not less than the fair market value of the Stock subject to the Stock Option, determined as of the date of grant. An ISO granted to an Employee described in Section 422(b)(6) of the Code must have an exercise price that is not less than 110% of such fair market value. Where shares of Stock issued under an Award are part of an original issue of shares, the Award shall require an exercise price equal to at least the par value of such shares.

(3) PAYMENT OF EXERCISE PRICE, IF ANY. Where the exercise of an Award is to be accompanied by payment, the Administrator may determine the required or permitted forms of payment, subject to the following: all payments will be by cash or check acceptable to the Administrator, unless one of the following forms of payment is permitted by the Administrator in its discretion in any specific instance (with the consent of the optionee of an ISO, unless such permitted form of payment is expressly provided for in the grant), (i) through the delivery of shares of Stock which have been outstanding for at least six months (unless the Administrator approves a shorter period) and which have a fair market value equal to the exercise price, (ii) by delivery to the Company of a promissory note of the person exercising the Award, payable on such terms as are specified by the Administrator, (iii) by delivery of an unconditional and irrevocable undertaking by a broker to deliver promptly to the Company sufficient funds to pay the exercise price, or (iv) by any combination of the foregoing permissible forms of payment.

(4) GRANT OF STOCK OPTIONS. Each Stock Option awarded under the Plan shall be deemed to have been awarded as a non-ISO (and to have been so designated by its terms) unless the Administrator expressly provides that the Stock Option is to be treated as an ISO. No ISO may be granted under the Plan after February 28, 2010, but ISOs previously granted may extend beyond that date.

c. AWARDS NOT REQUIRING EXERCISE

Awards of Restricted Stock and Unrestricted Stock may be made in return for either (i) services determined by the Administrator to have a value not less than the par value of the Awarded shares of Stock, or (ii) cash or other property having a value not less than the par value of the Awarded shares of Stock plus such additional amounts (if any) as the Administrator may determine payable in such combination and type of cash, other property (of any kind) or services as the Administrator may determine.

5. EFFECT OF CERTAIN TRANSACTIONS

a. MERGERS, ETC.

(1) CHANGE IN CONTROL. Except as the Administrator may otherwise determine in connection with the grant of an Award, immediately prior to a Change in Control each Award shall vest (and if relevant shall become exercisable), all Performance Criteria and other conditions to an Award shall be deemed satisfied, and all Award deferrals shall be accelerated.

(2) COVERED TRANSACTIONS. In the event of a Covered Transaction (and in addition to the provisions of Section 5(a) if also constituting a Change in Control), all Stock-based Awards (all Stock Options, SARs, Restricted Stock, Deferred Stock, including any Performance Awards consisting of any of the foregoing), except to the extent consisting of outstanding shares of Stock that are then free of any restrictions under the Plan, shall terminate immediately prior to the Covered Transaction unless assumed in accordance with the immediately following sentence. If there is a surviving or acquiring entity, the Administrator may provide for a substitution or assumption of Awards by the acquiring or surviving entity or an affiliate thereof, on such terms as the Administrator determines. If there is no surviving or acquiring entity, or if the Administrator does not provide for a substitution or assumption of an Award, the Award shall vest (and to the extent relevant become exercisable) at least 10 days prior to the effective date of the Covered Transaction.

b. CHANGES IN AND DISTRIBUTIONS WITH RESPECT TO THE STOCK

(1) BASIC ADJUSTMENT PROVISIONS. In the event of a stock dividend, stock split or combination of shares, recapitalization or other change in the Company's capital structure, the Administrator will make appropriate adjustments to the maximum number of shares that may be delivered under the Plan under
Section 2.a. and to the maximum share limits described in Section 2.b., and will also make appropriate adjustments to the number and kind of shares of stock or securities subject to Awards then outstanding or subsequently granted, any exercise prices relating to Awards and any other provision of Awards affected by such change.

(2) CERTAIN OTHER ADJUSTMENTS. The Administrator may also make adjustments of the type described in paragraph (1) above to take into account distributions to common stockholders other than those provided for in Section
5.a. and 5.b.(1), or any other event, if the Administrator determines that adjustments are appropriate to avoid distortion in the operation of the Plan and to preserve the value of Awards made hereunder; provided, that no such adjustment shall be made to the maximum share limits described in Section 2.c. or 2.d., or otherwise to an Award intended to be eligible for the performance-based exception under Section 162(m), except to the extent consistent with that exception, nor shall any change be made to ISOs except to the extent consistent with their continued qualification under Section 422 of the Code.

(3) CONTINUING APPLICATION OF PLAN TERMS. References in the Plan to shares of Stock shall be construed to include any stock or securities resulting from an adjustment pursuant to Section 5.b.(1) or 5.b.(2) above.

6. LEGAL CONDITIONS ON DELIVERY OF STOCK

The Company will not be obligated to deliver any shares of Stock pursuant to the Plan or to remove any restriction from shares of Stock previously delivered under the Plan until the Company's counsel has approved all legal matters in connection with the issuance and delivery of such shares; if the outstanding Stock is at the time of delivery listed on any stock exchange or national market system, the shares to be delivered have been listed or authorized to be listed on such exchange or system upon official notice of issuance; and all conditions of the Award have been satisfied or waived. If the sale of Stock has not been registered under the Securities Act of 1933, as amended, the Company may require, as a condition to exercise of the Award, such representations or agreements as counsel for the Company may consider appropriate to avoid violation of such Act. The Company may require that any certificates evidencing Stock issued under the Plan bear an appropriate legend reflecting any restriction on transfer applicable to such Stock.

7. AMENDMENT AND TERMINATION

Subject to the provisions of Section 1, the Administrator may at any time or times amend the Plan or any outstanding Award for any purpose which may at the time be permitted by law, or may at any time terminate the Plan as to any further grants of Awards; provided, that (except to the extent expressly required or permitted by the Plan) no such amendment will, without the approval of the stockholders of the Company, effectuate a change for which stockholder approval is required in order for the Plan to continue to qualify under Section 422 of the Code and for Awards to be eligible for the performance-based exception under Section 162(m).

8. NON-LIMITATION OF THE COMPANY'S RIGHTS

The existence of the Plan or the grant of any Award shall not in any way affect the Company's right to award a person bonuses or other compensation in addition to Awards under the Plan.

9. GOVERNING LAW

The Plan shall be construed in accordance with the laws of the Commonwealth of Massachusetts.

10. DEFINED TERMS

The following terms, when used in the Plan, shall have the meanings and be subject to the provisions set forth below:

"ADMINISTRATOR": The Board or, if one or more has been appointed, the Committee, including their delegates (subject to such limitations on the authority of such delegates as the Board or the Committee, as the case may be, may prescribe). The senior Legal and Human Resources representatives of the Company shall also be the Administrator, but solely with respect to ministerial tasks related hereto.

"AFFILIATE": Any corporation or other entity owning, directly or indirectly, 50% or more of the outstanding Stock of the Company, or in which the Company or any such corporation or other entity owns, directly or indirectly, 50% of the outstanding capital stock (determined by aggregate voting rights) or other voting interests.

"AWARD": Any or a combination of the following:

(i) Stock Options.

(ii) SARs.

(iii) Restricted Stock.

(iv) Unrestricted Stock.

(v) Deferred Stock.

(vi) Other Stock-Based Awards.

(vii) Cash Performance Awards.

(viii) Other Performance Awards.

(ix) Grants of cash, or loans, made in connection with other Awards in order to help defray in whole or in part the economic cost (including tax cost) of the Award to the Participant.

"BOARD": The Board of Directors of the Company.

"CASH PERFORMANCE AWARD": A Performance Award payable in cash. The right of the Company under Section 4.a.(3) to extinguish an Award in exchange for cash or the exercise by the Company of such right shall not make an Award otherwise not payable in cash a Cash Performance Award.

"CHANGE IN CONTROL": Any of:

(i) an acquisition, consolidation or merger in which the Company is not the surviving corporation or with respect to which all or substantially all of the beneficial owners of the outstanding stock of the Company and the combined voting power of the outstanding voting securities of the Company entitled to vote generally in the election of directors immediately prior to such transaction do not own beneficially, directly or indirectly, and in substantially the same proportion, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such transaction;

(ii) a sale or transfer of all or substantially all the Company's assets;

(iii) a complete dissolution or liquidation of the Company; or

(iv) continuing directors constitute less than a majority of the Board, where a "continuing director" includes (A) each person who was a director of the Company on January 3, 2000, and (B) each person who subsequently becomes a director of the Company with approval by a vote of at least a majority of the "continuing directors" in office at the time of such person's election or nomination as a director unless that person became a director in connection with an actual or threatened election contest.

Notwithstanding clauses (i) through (iv) above, none of the following shall constitute a "Change in Control" for purposes of this definition:

(x) the shares of common stock of the Company or the voting securities of the Company entitled to vote generally in the election of directors are acquired directly from the Company;

(y) the shares of common stock of the Company or the voting securities of the Company entitled to vote generally in the election of directors are acquired by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or

(z) (A) the beneficial owners of the outstanding shares of common stock of the Company, and of the securities of the Company entitled to vote generally in the election of directors, immediately prior to such transaction beneficially own, directly or indirectly, in substantially the same proportions immediately following such transaction more than 60% of the outstanding shares of common stock and of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) resulting from such transaction and (B) at least a majority of the members of the board of directors of the corporation resulting from such transaction were members of the board of directors at the time of the execution of the initial agreement, or of the action of the Board, authorizing such transaction.

"CODE": The U.S. Internal Revenue Code of 1986 as from time to time amended and in effect, or any successor statute as from time to time in effect.

"COMMITTEE": One or more committees of the Board (including any subcommittee thereof) appointed or authorized to make Awards and otherwise to administer the Plan. In the case of Awards granted to executive officers of the Company, the Committee shall be comprised solely of two or more outside directors within the meaning of Section 162(m).

"COMPANY": Boston Scientific Corporation.

"COVERED TRANSACTION": Any of (i) a consolidation or merger in which the Company is not the surviving corporation or which results in the acquisition of all or substantially all the Company's outstanding stock by a single person or entity or by a group of persons and/or entities acting in concert, (ii) a sale or transfer of all or substantially all the Company's assets, or (iii) a dissolution or liquidation of the Company.

"DEFERRED STOCK": A promise to deliver Stock or other securities in the future on specified terms.

"DISABILITY": Permanent and total disability as determined under the Company's long-term disability program for employees then in effect.

"EMPLOYEE": Any person who is employed by the Company or an Affiliate.

"FAMILY MEMBER": An individual or entity included as a "family member" within the meaning of the Security and Exchange Commission's Form S-8, Registration Statement Under The Securities Act of 1933.

"ISO": A Stock Option intended to be an "incentive stock option" within the meaning of Section 422 of the Code.

"PARTICIPANT": An Employee, director or other person providing services to the Company or its Affiliates who is granted an Award under the Plan.

"PERFORMANCE AWARD": An Award subject to Performance Criteria.

"PERFORMANCE CRITERIA": Specified criteria the satisfaction of which is a condition for the exercisability, vesting or full enjoyment of an Award. For purposes of Performance Awards that are intended to qualify for the performance-based compensation exception under Section 162(m), a Performance Criterion shall mean an objectively determinable measure of performance relating to any of the following (determined either on a consolidated basis or, as the context permits, on a divisional, subsidiary, line of business, project or geographical basis or in combinations thereof): (i) sales; revenues; assets; liabilities; costs; expenses; earnings before or after deduction for all or any portion of interest, taxes, depreciation, amortization or other items, whether or not on a continuing operations or an aggregate or per share basis; return on equity, investment, capital or assets; one or more operating ratios; borrowing levels, leverage ratios or credit rating; market share; capital expenditures; cash flow; working capital requirements;

stock price; stockholder return; sales, contribution or gross margin, of particular products or services; particular operating or financial ratios; customer acquisition, expansion and retention; or any combination of the foregoing; or (ii) acquisitions and divestitures (in whole or in part); joint ventures and strategic alliances; spin-offs, split-ups and the like; reorganizations; recapitalizations, restructurings, financings (issuance of debt or equity) and refinancings; transactions that would constitute a change of control; or any combination of the foregoing. A Performance Criterion measure and targets with respect thereto determined by the Administrator need not be based upon an increase, a positive or improved result or avoidance of loss.

"PLAN": The Boston Scientific Corporation 2000 Incentive Plan as set forth herein, as from time to time amended and in effect.

"RESTRICTED STOCK": An Award of Stock subject to forfeiture to the Company if specified conditions are not satisfied.

"RETIREMENT": Unless the Administrator expressly provides otherwise, cessation of employment or other service relationship with the Company and its Affiliates if, as of the date of such cessation, (i) the Participant has attained age 50 and has accrued at least five years of service with the Company and its Affiliates, and (ii) the sum of the Participant's age and years of service as of such date equals or exceeds 62.

"SECTION 162(m)": Section 162(m) of the Code.

"SARS": Rights entitling the holder upon exercise to receive cash or Stock, as the Administrator determines, equal to a function (determined by the Administrator using such factors as it deems appropriate) of the amount by which the Stock has appreciated in value since the date of the Award.

"STOCK": Common Stock of the Company, par value $.01 per share.

"STOCK OPTIONS": Options entitling the recipient to acquire shares of Stock upon payment of the exercise price.

"UNRESTRICTED STOCK": An Award of Stock not subject to any restrictions under the Plan.

EXHIBIT 10.30

February 8, 2000

Dr. Kshitij Mohan
5660 Oakwood Circle
Long Grove, IL 60047

Dear Dr. Mohan:

On behalf of Boston Scientific Corporation ("BSC"), I am very pleased to confirm our offer to you for the position of Senior Vice President R&D and Chief Technical Officer, officially reporting to James Tobin, President and Chief Executive Officer. This position will be based at our World Headquarters in Natick, Massachusetts.

This letter, the enclosed Employee Agreement, and the enclosed Code of Business Conduct summarize our understanding of the terms of your employment and provide you the means to accept our offer as described.

COMPENSATION:

Through annual and long term programs, Boston Scientific's compensation programs provide our employees with significant compensation opportunities on a pay for performance basis. The objective of these programs is to recognize and reward both individual and company performance.

* BASE SALARY Base salary for this position will be $10,577.60 per pay period, payable biweekly, equivalent to $275,017.60 on an annualized basis. Your performance and compensation will be reviewed in December 2000. Your merit increase amount will be based on performance and may be pro-rated based on your time of service.

* BSC PERFORMANCE BONUS AWARD PROGRAM You will be eligible to participate in the annual Performance Bonus Award Program beginning in 2000. Your annual target bonus opportunity will be 75% of base salary. Your first year incentive bonus will be guaranteed at 100% of your 75% target. To be eligible for payment, you must be employed on the date the award is paid.

* SIGN ON BONUS You will be paid a one-time sign on bonus of $150,000.00 payable as follows: An initial payment of[sic] $50,000 will be paid within one month of your official start date with the company; second payment of $50,000 will be paid after your first six months of service; and the final $50,000 will be paid after you complete one full year of service.

* LONG TERM INCENTIVE You will be nominated for a grant of a non-qualified stock option of 75,000 shares, which will provide you an opportunity for equity interest in Boston Scientific. Such options will be granted under the approved 1995 Long-Term Incentive Plan for active employees in effect on the date of this letter and will be subject to all terms of the Plan. Your options will vest over a four-(4) year period at a rate of 25% per year on the anniversary of the initial grant date.

* Additionally you will be nominated for a grant of stock of 20,000 shares, which will vest over an 18 month period of time, as follows: 50% nine months after the grant date; and 50% 18 months after the grant date.

* As part of your initial offer, you will be eligible to participate in the 2000 Long Term Incentive Stock program and be recommended for a grant of stock options for an additional 25,000 shares.

The grant of all stock options and restricted stock are subject to the approval of the Compensation Committee of the Board of Directors of Boston Scientific. The exercise price(s) of the nonqualified stock options will be the fair market value of Boston Scientific common stock as of the date[sic] each option grant is approved by the Compensation Committee.

BENEFITS

Enclosed is descriptive literature regarding Boston Scientific's current benefit programs. Please understand that the company reserves the right to amend or terminate any of these programs, or to require or change employee premium contributions toward any benefits.

CAPACITY AND DUTIES:

As Senior Vice President R&D and Chief Technical Officer, you will be expected to devote your full business time and your best professional efforts to the performance of your duties and responsibilities for BSC and to abide by all policies and procedures of BSC as in effect from time to time.

MISCELLANEOUS:

All payments by BSC under this letter will be reduced by taxes and other amounts required to be withheld by BSC under applicable law. Compensation programs and benefits will be applied to you on the same terms as are applicable to other participants and are subject to modification, termination or replacement from time to time at the discretion of BSC.

Should you be terminated by the Company not for cause within your first year of employment, the Company will pay you any remaining portion of your "sign on bonus"; and will immediately vest any unvested shares of the restricted stock grant described above.

If you desire, BSC will introduce you to one of the Partners at Ernst and Young for services rendered by a qualified tax consultant. The services provided will be for advice pertaining to the tax treatment of relocation and compensation in this offer package. Tax obligations resulting from your acceptance of this offer are your sole responsibility and are not intended to be part of the reimbursement.

Additionally, BSC provides Executive Members up to twenty-five thousand dollars for expenses related to executive benefits such as tax, legal, health, and financial services. I will explain this to you in more detail when we meet.

RELOCATION

In consideration of your relocation to the MetroWest Boston area, BSC will provide assistance as outlined in the enclosed document. Please contact Jean Majczek of The Relocation Department to begin the process. Jean can be reached at 1-888-458-7356.

ACCEPTANCE

This offer letter is contingent upon an acceptance date no later than February 18, 2000, and a starting date to be mutually agreed upon, but no later than April 17, 2000. (tentative start date April 10, 2000)

Please indicate your acceptance of this offer and the terms described in the enclosed Code of Business Conduct by signing and returning a copy of this letter and the Employee Agreement to myself. The Code of Business Conduct should be retained by you for your records.

This letter and the Employee Agreement together contain the entire agreement between you and BSC concerning your employment and all related matters. An amendment of this letter or the Employee Agreement will only be effective if in writing and signed by both you and an authorized representative of BSC. In accepting this offer, you give us your assurance that you have not relied on any other agreements or representations, express or implied, with respect to your employment that are not set forth expressly in this letter or the Employee Agreement.

Dr. Mohan, we believe that the opportunity here with Boston Scientific will be a mutually rewarding one and we look forward to your acceptance of this offer by returning a signed copy to me at Boston Scientific.

Sincerely,

/s/ Robert MacLean
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Robert MacLean
Senior Vice President Human Resources
Boston Scientific




Accepted: /s/ Kshitij Mohan                      Date: February 18, 2000
          ------------------------                     -----------------
          Kshitij Mohan

Exhibit 10.31

DUPLICATE Original No. ______ of ______

AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS

This Agreement and General Release of All Claims ("Agreement") is entered into by and between Philippe P. LeGoff ("You" or "Employee") and Boston Scientific Corporation ("BSC") as of the latest date of execution by the parties to this Agreement. This Agreement shall not become effective until the Effective Date (as defined in Paragraph 6(d), below). This Agreement supersedes and cancels any prior employment agreements or arrangements You may have entered into with BSC except for the Employee Agreement ("Employee Agreement") signed by You on November 3, 1997 and attached hereto as Attachment 1 and the Directors and Officers Indemnification Agreement ("Indemnification Agreement") signed by you on November 3, 1997 and attached hereto as Attachment 2. Your obligations under the Employee Agreement shall be in addition or complementary to and shall not be superseded by this Agreement. However, if there is any conflict in terms between this Agreement and the Employee Agreement, the terms of this Agreement prevail.

In consideration of the mutual covenants, agreements, and representations contained herein, the adequacy of which is hereby acknowledged, the parties hereto expressly and intentionally bind themselves as follows:

1. TERMINATION OF EMPLOYMENT

You hereby acknowledge and agree that on February 7, 2000 ("Notification Date") You were notified that your position as Senior Vice President and Group President-Vascular and Non-vascular Business and as an employee of BSC will end on February 29, 2000 ("Termination Date"). For the period between your Notification Date and Termination Date, You agree to provide full-time services of BSC. Furthermore, as of March 1, 2000, You agree to provide and be paid for services as further described in a document titled "Consulting Agreement between Philippe P. LeGoff and Boston Scientific Corporation", attached hereto as Attachment 3 (the "Consulting Agreement").

2. PAYMENTS BY BSC

(a) For the period between your Notification Date and Termination Date, BSC will pay to You on each regular payroll cycle the bi-weekly portion of your current BSC base annual salary, which is Three Hundred Eighty Thousand Sixteen Dollars and no cents ($380,016.00), less applicable payroll withholding for taxes and other applicable deductions. You expressly acknowledge that upon the occurrence of the Termination Date, You will not be eligible for any payments or benefits in addition to those described in this Agreement under any existing BSC Severance Pay Plan and/or Layoff Notification Plan.

(b) BSC shall make all necessary arrangements to effectuate your move from the United States to Geneva, Switzerland, and in connection therewith, BSC agrees to pay all actual costs associated with the transfer of your personal goods and effects and your personal travel. You hereby agree that you are responsible for any tax obligations which may apply to any and all such payments made by BSC on your behalf.

(c) BSC agrees to assume the costs associated with the lease You have entered into for your present personal residence located at 32 Garrison Street, Boston, Massachusetts ("32 Garrison Street") as follows:

(i) BSC will pay up to Twenty-four Thousand One Hundred Fifty Dollars and no cents ($24,150.00) (for the period March 1, 2000 through August 31, 2000 at the rate of Four Thousand Twenty-Five Dollars and no cents ($4,025.00) per month) in connection with BSC's assumption of the lease of the 32 Garrison Street premises, such Twenty-four Thousand One Hundred Fifty Dollars and no cents ($24,150.00) amount to be reduced by Four Thousand Twenty-Five Dollars and no cents ($4,025.00) per month for each month that the 32 Garrison Street premises are in fact leased to someone other than You;

(ii) BSC has already paid on your behalf the sum of Two Thousand One Hundred Dollars and no cents ($2,100.00), which represents approximately one-half of the 32 Garrison Street monthly rent required as a deposit for a portion of the broker's fee assessed in connection with the attempt to lease the 32 Garrison Street premises to someone other than You, and BSC agrees to pay an additional Two Thousand One Hundred Dollars and no cents ($2,100.00) as the remainder of the broker's fee upon the actual lease of those premises to someone other than You.

(iii) You hereby agree that you are responsible for any tax obligations which may apply to any and all such payments described in Paragraphs 2(c)(i) and (ii), above, and made by BSC on your behalf.

(d) If Employee provides BSC with reasonable documentation establishing the marginal additional tax liability that he has incurred in the United States as a result of the payments made by BSC pursuant to Paragraphs 2(b) and 2(c)(i) and (ii) above, BSC will make a further payment to Employee equal to 1.5 times such actual tax liability

(e) BSC will pay You in accordance with applicable Massachusetts law for two days of unused vacation time accrued by You through the Termination Date under the terms of your September 24, 1997 offer of employment letter.

3. STATUS OF EMPLOYMENT BENEFITS

(a) The Split Dollar Life Insurance Policy currently in place on your behalf (the "Policy") will remain in place, and all of the terms and conditions of that Policy will continue to apply through February 28, 2002, as of which date, BSC will cease paying its portion of the premium for the policy and You may elect to either:

(i) pay the entire premium necessary to keep the Policy in effect; or

(ii) take a paid-up policy in an amount of the Policy's cash value net of BSC contributions to the Policy through February 28, 2002.

(b) You agree and acknowledge that your participation in BSC's
401(k) Plan, Stock Option Plan(s), and Global Employee Stock Option Plan, if any, Accidental Death and Dismemberment (AD&D), Business Travel Accident, and Short-Term and Long-Term Disability Plans will terminate as of your Termination Date, as will your accrual of vacation time under the applicable vacation schedule. You further agree and acknowledge that You will participate through the Termination Date in all other benefits and benefit plans in which You are currently enrolled to the same extent as do active employees and that your participation in and entitlement to any and all other benefits and benefit plans in which You are currently enrolled, but which are not otherwise specifically addressed in this Agreement, terminates on the Termination Date.

(c) As of February 29, 2000 your participation in BSC's Medical/Dental/Vision Plans (as well as the participation of any of your dependents who were covered by such Plans one month prior to the Notification Date) shall continue, on the same terms and conditions as such coverage is made available from time to time to BSC employees generally as provided by the Consolidated Omnibus Budget and Reconciliation Act of 1985 ("COBRA"), should You be eligible for and elect it. To enable BSC to comply with its obligation to provide notification of any rights you may have to continue Medical/Dental/Vision Plan coverage, You agree to inform BSC of any change in address or marital status. You also acknowledge that You understand that the terms of BSC's Medical/Dental/Vision Plans offered to BSC employees generally may change from time to time, and that your coverage and associated contribution costs will be subject to any such change.

(d) Any unvested portions of previously awarded stock option grants will continue to vest through the Termination Date and will become exercisable under the terms and conditions contained in the applicable option agreement(s) and plan documents.

4. EXPENSE REIMBURSEMENT

BSC will reimburse You in accordance with usual BSC policy for all unreimbursed business travel and other out-of-pocket expenses incurred by You through the

Termination Date in the performance of your duties as an employee of BSC. Such expenses must be submitted no later than March 10, 2000.

5. CONSIDERATION FOR ENTERING INTO THIS AGREEMENT

In addition to recitals made elsewhere in this Agreement, Employee acknowledges and agrees that BSC's provision of: (i) the payments described in Paragraphs 2(b) and 2(c), above, and (ii) the treatment of the Split Dollar Life Insurance Policy under Paragraph 3(a), above, constitute full, valid and adequate consideration for entering into this Agreement because Employee would not be entitled to them except for having entered into this Agreement.

6. RELEASE BY EMPLOYEE

Employee hereby releases and forever discharges BSC and its subsidiaries, affiliates, successors, and assigns and the Directors, officers, shareholders, employees, representatives and agents of each of the foregoing (collectively "Releasees") of and from the following as of the date of execution of this Agreement:

(a) Any and all claims, demands, and liabilities whatsoever of every name and nature (other than those arising directly out of this Agreement and/or the Indemnification Agreement between the parties effective as of November 3, 1997 attached as Attachment 2, and/or the Consulting Agreement between the parties executed contemporaneously herewith and attached as Attachment 3), including (without limitation) any claim in the nature of so-called whistleblower complaints to the extent permitted by applicable law, and any and all claims, demands and liabilities with respect to Employee's employment or the terms and conditions or termination of his employment, benefits or compensation which Employee has against Releasees, or ever had;

(b) As included in the above, without limitation, all claims known or which reasonably could have been known for tortious injury, breach of contract, and wrongful discharge (including without limitation, any claim for constructive discharge), all claims for infliction of emotional distress, all claims for slander, libel, or defamation of character, all claims of retaliation, and all claims for attorneys' fees, as related to Employee's employment by BSC, or the terms and conditions or termination of his employment, benefits, or compensation; and

(c) Employee specifically releases and forever discharges Releasees from any and all claims based upon any allegation of employment discrimination, including (without limitation) discrimination on the basis of race, color, sex, sexual orientation, age (including any claim pursuant to the Federal Age Discrimination in Employment Act ("ADEA")), religion, disability or national origin.

(d) Employee acknowledges that he has been given the opportunity, if he so desires, to consider this Agreement for twenty-one (21) days before executing it. In the event

that Employee executes the Agreement within less than twenty-one (21) days of the date of its delivery to him, he acknowledges that such decision was entirely voluntary and that he had the opportunity to consider this Agreement for the entire twenty-one (21) day period. Employee agrees that any modifications, material or otherwise, made to this Agreement do not restart or affect in any manner the original twenty-one (21) day consideration period. BSC acknowledges that for a period of seven (7) days from the date of the execution of this Agreement, Employee shall retain the right to revoke this Agreement by written notice to BSC, c/o Robert G. MacLean, Senior Vice President, Human Resources, Boston Scientific Corporation, One Boston Scientific Place, Natick, MA 01701 ("Mr. MacLean"), or his successor, and that this express Agreement shall not become effective or enforceable until the date such revocation period expires (the "Effective Date"). Therefore, no BSC obligations will be met and payments called for by BSC under Paragraphs 2(b), 2(c) and 3(a), above or under the Consulting Agreement, shall not be made until the Effective Date.

7. NO DAMAGES SOUGHT; FUTURE ACTIONS

(a) Employee represents and states that he has not and will not seek any damages in connection with any complaints or charges filed against Releasees with any local, state, federal or foreign agency or court, and Employee agrees that if any complaint or charge is filed on his behalf, he shall take all reasonable steps necessary to refuse any compensation in connection with any damages claimed in connection therewith.

(b) In addition, to the extent permitted by applicable law, Employee represents and warrants that he has not previously recommended or suggested, and he will not recommend or suggest, to any foreign, federal, state or local governmental agency or any potential claimants against or employees of the Releasees, that they initiate any claim or lawsuit against the Releasees, and, again to the extent permitted by applicable law, Employee will not voluntarily aid, assist or cooperate with any claimants against or employees of the Releasees in bringing such claims or lawsuits; provided, however, that nothing in this Paragraph 7 will be construed to prevent Employee from giving truthful testimony in response to direct questions asked pursuant to a lawful subpoena or other legal process during any future legal proceeding involving the Releasees.

8. NO LIABILITY ADMITTED

Employee acknowledges that neither BSC's execution of this Agreement nor BSC's performance of any of its terms shall constitute an admission by BSC of any wrongdoing by any of the Releasees.

9. NONDISCLOSURE OF CONFIDENTIAL INFORMATION

(a) Employee shall keep entirely secret and confidential, and shall not disclose to any person or entity, in any fashion or for any purpose whatsoever, any information that is (i)

not available to the general public, and/or (ii) not generally known outside BSC, regarding Releasees to which he has had access or about which he heard during the course of his employment by BSC, including (without limitation) any information relating to BSC's business or operations; it plans, strategies, prospects or objectives; its products, technology, processes or specifications; its research and development operations or plans; its customers and customer lists; its manufacturing, distribution, procurement, sales, service, support and marketing practices and operations; its financial conditions and results of its operations; its operational strengths and weaknesses; and its personnel and compensation policies, procedures and transactions.

(b) Employee agrees to return to BSC, on or before the Termination Date, documents or media of whatever nature, including summaries containing any of the data referred to in the immediately preceding paragraph whatsoever, including all documents, data, material, details and copies thereof in any form. Employee agrees to return to BSC, on or before the Termination Date, all BSC property, including (without limitation) all computer equipment, property passes, keys, credit cards, business cards, identification badges, and all sample and demonstration products. Employee may purchase his computer and fax from BSC for One Thousand Dollars ($1,000.00).

10. NO DETRIMENTAL COMMUNICATIONS

Employee agrees that he will not disclose or cause to be disclosed any negative, adverse or derogatory comments or information about Releasees, about any product or service provided by Releasees, or about Releasees' prospects for the future. Furthermore, Employee hereby represents to BSC that he has made no such communication to any public official, to any person associated with the media, or to any other person or entity. Employee acknowledges that BSC relies upon this representation in agreeing to enter into this Agreement.

11. FUTURE ASSISTANCE

BSC may seek the assistance, cooperation or testimony of Employee in connection with any investigation, litigation, patent application or prosecution, or intellectual property or other proceeding arising out of matters within the knowledge of Employee and/or related to his position as an employee of BSC, and in any such instance, Employee shall provide such assistance, cooperation or testimony and BSC shall pay Employee's reasonable costs and expenses in connection therewith.

12. HIRING OF BSC'S EMPLOYEES

During the period beginning as of the date You sign this Agreement and for twenty-four (24) months thereafter, You shall not attempt to or actually solicit for hire any individual who was an employee of BSC or any of the Releasees within the twelve (12) month period immediately preceding the Termination Date, assist in the hiring away of any such employee by another person, or encourage any such employee to terminate his or her

employment with BSC or any of the Releasees, whether directly or indirectly, unless the President of BSC or his designee shall have given prior written approval.

13. POST-SEPARATION NON-COMPETITION RESTRICTION

During the period beginning as of the date You sign this Agreement, and for twenty-four (24) months thereafter, You agree that You shall not, directly or indirectly, without the written consent of an Executive Officer of BSC, engage in any activity in the area of medical device development, line or staff operations, manufacturing, marketing or sales which is competitive with BSC as it relates to any of the work You performed or with which You were familiar as an employee of BSC.

14. CONFIDENTIALITY

Employee agrees to keep confidential the existence of this Agreement, as well as all of its terms and conditions, and not to disclose to any person or entity the existence, terms or conditions of this Agreement except to his attorney, financial advisors and/or members of his immediate family provided they agree to keep confidential the existence, terms and conditions of this Agreement. In the event that Employee believes he is compelled by law to divulge the existence, terms or conditions of this Agreement, he will notify BSC (by notifying BSC's Legal Department) of the basis for the belief before actually divulging the information. Employee hereby confirms that as of the date of signing this Agreement, he has not disclosed the existence, terms or conditions of this Agreement, except as permitted by this Paragraph 14. In the event of a breach of this Agreement or the Employee Agreement, Employee shall repay to BSC all of the amounts paid under Paragraphs 2(b), 2(c) and 3(a), above, and shall be liable, moreover, for any damages which a court may determine and shall be subject to injunctive relief, damages, and any other relief which a court may award.

15. GOVERNING LAW; SEVERABILITY

This Agreement is entered into and shall be construed under the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws rules and as an instrument under seal. In the event any provision of this Agreement is determined to be illegal or unenforceable by a duly authorized court of competent jurisdiction, then the remainder of this Agreement shall not be affected thereby, it being the intention of the parties that each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. However, if any portion of the Release language in Paragraph 6, above, were ruled to be unenforceable for any reason, Employee shall return the consideration provided under Paragraphs 2(b), 2(c) and 3(a), above, to BSC upon demand by BSC, which demand shall be made if Employee were to file any claim against BSC in violation of this Agreement, especially Paragraph 7.

16. WAIVERS; AMENDMENTS

The failure of either party to require the performance of any term or obligation of this Agreement, or the waiver by either party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation and shall not be deemed a waiver of any subsequent breach. No modification, alteration, or change or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties wherein specific reference is made to this Agreement.

17. NO OTHER INDUCEMENTS

This Agreement sets forth the entire understanding of the parties in connection with its subject matter. Any and all prior negotiations are merged in this Agreement. Neither of the parties has made any settlement, representation or warranty in connection with the issues addressed in this Agreement (except those expressly set forth in this Agreement) which has been relied upon by the other party, or which acted as an inducement for the other party to enter into this Agreement.

18. PERSONS BOUND BY THE AGREEMENT

This Agreement shall be binding upon and inure to the benefit of Employee and to the benefit of BSC and its respective successors and assigns.

19. ASSIGNMENT OF INTERESTS

Employee warrants that he has not assigned, or transferred or purported to assign or transfer any claim against Releasees.

20. PREVAILING PARTY ENTITLED TO FEES

In the event that any action or proceeding is initiated to enforce or interpret the provisions of this Agreement, or to recover for a violation of the Agreement, the prevailing party in any such action or proceeding shall be entitled to its costs (including reasonable attorneys' fees).

21. REFERENCE

BSC agrees to provide Employee with a reference in the form attached hereto as Attachment 4. With permission of Employee, Mr. MacLean shall provide a copy of Attachment 4 in response to an inquiry that he receives as to Employee's employment relationship with BSC. BSC's only contractual undertakings with respect to supplying Employee with a reference are those set forth above which Mr. MacLean has agreed to perform on behalf of BSC. BSC further agrees to instruct those members of senior management who are made aware of this Agreement to refer inquiries about Employee's employment relationship with BSC to Mr. MacLean.

Employee acknowledges that BSC has numerous directors, officers, employees and agents, any of whom may be contacted or may offer a view about Employee's employment relationship with BSC, and he further acknowledges and agrees that BSC has made no contractual undertaking as to how any of those directors, officers, employees or agents other than Mr. MacLean may comment about Employee.

21. REPRESENTATION

Employee represents that, prior to executing this Agreement, he had the opportunity to review the provisions of this Agreement with counsel of his choice.

The parties have read the foregoing Agreement and know its contents, and know that its terms are contractual and legally binding. The parties further agree that they enter this Agreement voluntarily and that they have not been pressured or coerced in any way into signing this Agreement.

IN WITNESS WHEREOF, the parties hereby agree.

By:
   --------------------------------                 ----------------------------
   Philippe P. LeGoff                               Date

By:
   --------------------------------                 ----------------------------
   Robert G. MacLean                                Date
   Senior Vice President
   Human Resources

Exhibit 10.32

DUPLICATE Original No. ______ of ______

February 28, 2000

Mr. Philippe P. LeGoff
c/o Mrs. Mathilde LeGoff
111 Avenue Briand
35000 Rennes
FRANCE

RE: CONSULTING AGREEMENT BETWEEN PHILIPPE P. LEGOFF AND
BOSTON SCIENTIFIC CORPORATION

This letter constitutes a Consulting Agreement ("Agreement") between you, Philippe P. LeGoff ("Consultant"), and Boston Scientific Corporation and its affiliated and associated companies (collectively "Boston Scientific").

1. FIELD OF CONSULTATION: To identify new business opportunities in the European Union and Eastern Europe (comprising Poland, Czech Republic, Croatia, Slovakia, Slovenia, and Hungary) which may be of interest to Boston Scientific and to advise Boston Scientific on emerging technologies and modalities applicable or potentially applicable to existing Boston Scientific business areas in the European Union and Eastern Europe.

2. CONTRACT LIAISON: The performance of Consulting Services (defined below) under this Agreement will be coordinated through Robert G. MacLean ("Mr. MacLean"), the Boston Scientific executive who has been designated as the Contract Liaison for this Agreement (the "Contract Liaison"). The Contract Liaison will direct the activities of Consultant and from time to time specify Consultant's assignments. If BSC designates a new Contract Liaison to replace Mr. MacLean, it will provide notice to Consultant. All reports, documents, and communications relating to the provision of the Consulting Services shall be transmitted to Boston Scientific through the Contract Liaison, or to persons designated by the Contract Liaison. Boston Scientific may designate a new Contract Liaison by written notice to Consultant. Robert G. MacLean can be reached by calling (508) 650-8481 (unless or until this number changes).

3. CONSULTING SERVICES: The Consultant is engaged to perform Consulting Services in the Field of Consultation as follows: (a) to assist in the identification, development and conduct of new and existing BSC business in the European Union and Eastern Europe, including, in particular, the identification of new business development opportunities in fields of current or potential interest to BSC; (b) to analyze and give advice to BSC in areas of current BSC

business focus, with particular emphasis on the fields of endovascular aneurysmal repair, peripheral angioplasty, and stenting, endourological and gastrointestinal endoscopic procedures; and, (c) to perform other related tasks (the "Consulting Services") in consultation with and under the general direction of the Contract Liaison. BSC acknowledges that the Consulting Services will not be on a full-time basis and shall not exceed 800 hours per year, excluding travel time. Consultant will not be required to travel outside Europe, except for a maximum of four meetings per year.

4. TERM: The initial term of this Agreement shall be for a two-year period commencing March 1, 2000 and ending February 28, 2002 ("Term"). The Term may be extended by mutual written agreement of the parties for additional six (6) month periods, notice of the request for any such extension to be given by each party to the other no later than 30 days prior to the expiration of the applicable term.

5. PAYMENT:

(a) Boston Scientific will pay Consultant a retainer of Ninety-five Thousand Dollars and no cents ($95,000.00) per quarter for services performed by Consultant and related to Consulting Services. Payment for services shall be made by Boston Scientific within the first thirty (30) days of the commencement of each quarter. The first quarter will cover the period from March 1, 2000 to May 31, 2000 and payment will be due on or before April 15, 2000.

(b) Boston Scientific will reimburse Consultant for reasonable expenses incurred while performing the Consulting Services. Generally, all reimbursement requests should be submitted for prior approval. Major expenses, including travel expenses, must be approved by the Contract Liaison in advance. Invoices and receipts must be submitted for all expenses whenever possible. Payment for expense reimbursement shall be made by Boston Scientific within thirty (30) days after receipt of Consultant's reimbursement request.

6. PERFORMANCE AND SUBSTANTIATION OF CONSULTING SERVICES: Consultant shall perform the Consulting Services requested by the Boston Scientific Contract Liaison during the Term of this Agreement. Consultant shall document and record all time spent in the performance of the Consulting Services to the reasonable satisfaction of the Boston Scientific Contract Liaison. This documentation shall be delivered to the Boston Scientific Contract Liaison in person or by fax on or before the first business day of each calendar quarter, such documentation to contain information for the prior quarter. The first such documentation shall be due on or before June 30, 2000.

7. TERMINATION OF CONSULTING SERVICES: This Agreement will become effective when signed by both parties and shall continue for the Term specified in Section 4, above. Should Consultant breach any of his obligations under Paragraphs 8, 10, 11, 13, 14 and 15, below, Boston Scientific may terminate this Agreement upon written notice to Consultant if any such breach is not remedied, so long as Boston Scientific shall have first given Consultant a thirty (30) day opportunity to cure any such breach. In the event of such termination, Boston Scientific will, as its sole and exclusive obligation, pay Consultant at the rate specified in Paragraph 5, above, for Services rendered up to Consultant's receipt of termination notice. Upon termination of this Agreement, Consultant shall promptly deliver to Boston Scientific all Boston Scientific Property, as defined in Section 9 below, including work in progress, which was furnished by Boston Scientific to Consultant. Boston Scientific may withhold final payment until receipt of all such Boston Scientific Property. Consultant's obligations under Sections 8, 10, 11, 12, 13, 14 and 15 hereof shall survive expiration or any termination of this Agreement. Consultant may terminate this Agreement at any time upon thirty (30) days prior written notice to BSC.

8. CONFIDENTIAL INFORMATION:

(a) "Boston Scientific Confidential Information" shall mean all information disclosed by Boston Scientific to Consultant, including without limitation, information relating to the Field of Consultation of this Agreement, and all other information regarding Boston Scientific's past, present, or future research, technology, know-how, ideas, concepts, designs, products, prototypes, processes, machines, manufacture, compositions of matter, business plans and operations, technical information, drawings, specifications, and the like, and any knowledge or information developed by Consultant as a result of work in connection with this Agreement, except information which:

(i) is at the time of disclosure, or thereafter becomes, a part of the public domain through no act or omission by Consultant;

(ii) is lawfully in the possession of Consultant prior to disclosure by Boston Scientific, as shown by Consultant's written records; or

(iii) is lawfully disclosed to Consultant by a third party which did not acquire the same under an obligation of confidentiality from or through Boston Scientific, as shown by Consultant's written records.

(b) Consultant will not, without the prior written consent of Boston Scientific, disclose any Boston Scientific Confidential Information to anyone for any reason at any time or use any Boston Scientific Confidential Information for any purpose, except as requested by Boston Scientific.

(c) Consultant will not disclose to Boston Scientific any confidential or proprietary information belonging to any third party without the written consent of such party, or represent as being unrestricted any designs, plans, models, samples, or other writings or products that Consultant knows are covered by valid patent, copyright, or other forms of intellectual property protection.

9. BOSTON SCIENTIFIC PROPERTY: To the extent that it is provided, the parties agree that all tangible property provided to Consultant in connection with this Agreement, including without limitation all samples, reports, communications, drawings, notes, analyses and materials received from Boston Scientific or produced in connection with this Agreement (collectively, "Boston Scientific Property"), shall be and remain the exclusive property of Boston Scientific. Consultant agrees to keep and maintain in Consultant's custody and control any Boston Scientific Property that Consultant receives or develops during the term of this Agreement, and agrees to return or surrender to Boston Scientific all Boston Scientific Property upon termination of this Agreement or otherwise upon request by Boston Scientific.

10. DEVELOPMENT RIGHTS: Consultant shall, during the term of this Agreement and for a period of one (1) year thereafter, promptly report and disclose to Boston Scientific all improvements to Boston Scientific products tested and evaluated by Consultant and all ideas and concepts heard, developed or conceived, either alone or with others, including any ideas and concepts which result in new products or significant enhancements to existing products, while performing the Consulting Services ("Developments"). Developments shall be the sole and exclusive property of Boston Scientific and are hereby assigned to Boston Scientific without any additional payments to Consultant by Boston Scientific. It is understood that Boston Scientific shall have the right but not the obligation to initiate, prosecute, maintain and defend any and all patentable ideas and concepts with respect to Developments. Consultant shall provide reasonable assistance to Boston Scientific with respect to any such patents and patent applications, and shall execute all appropriate documents and assignments with respect to any such patents and patent applications. Consultant agrees not to assert any rights in law or in equity in the Developments.

11. PUBLISHING: During the term of this Agreement and for a period of one
(1) year thereafter, Consultant shall submit to Boston Scientific any paper Consultant intends to publish relating to the Field of Consultation of this Agreement, and shall not submit any such paper to a publisher or other party prior to the expiration of forty-five (45) days from the date an outline of the paper is submitted to Boston Scientific. If Boston Scientific determines in good faith during such period that publication or presentation of such paper would be detrimental to its intellectual property interests, Consultant shall work in good faith with Boston Scientific to retract or modify the paper to remove all language which is detrimental to Boston

Scientific's intellectual property interests, or, in the alternative and at Boston Scientific's election, shall refrain from submitting such paper to a publisher or other party for an additional 120 days to permit Boston Scientific to file patent applications or take other steps to protect its intellectual property interests.

During the term of this Agreement and for a period of one (1) year thereafter, Consultant shall also submit to Boston Scientific for review, on a confidential basis, any patent applications relating to the Field of Consultation naming Consultant as an inventor, either alone or with others, which Consultant or any third party intends to file with any U.S. or international patent offices in advance of the filing of any such application. Boston Scientific shall have thirty
(30) days in which to review such applications. If Boston Scientific makes a good faith determination, within such period, that the filing of such an application would be contrary to its intellectual property rights set forth herein, Consultant shall amend, or cause to be amended, such proposed patent application to remove any language that is determined by Boston Scientific to be contrary to its intellectual property rights hereunder.

12. INDEMNIFICATION: Consultant agrees to defend, indemnify and hold Boston Scientific harmless from any and all suits, claims, actions, damages or losses whatsoever (including reasonable attorney's fees):

(a) arising out of any claim that the use of the Developments by Boston Scientific infringes any patent or copyright or otherwise violates the rights of any third party; or resulting in any way from any act or omission of Consultant in his performance of the Consulting Services or his presence at a Boston Scientific facility.

(b) Consultant agrees to indemnify and hold harmless Boston Scientific to the extent of any obligations imposed by law on Boston Scientific to pay any withholding taxes, social security, unemployment or disability insurance, or similar items in connection with any payment made to Consultant by Boston Scientific for Consultant's services provided hereunder.

13. NON-SOLICITATION OF BOSTON SCIENTIFIC EMPLOYEES: Consultant agrees that during the term of this Agreement and for a period of one (1) year after its termination, Consultant will not attempt to or actually solicit for hire any individual who was an employee of Boston Scientific within the twelve (12) month period immediately preceding the termination date of this Agreement, assist in the hiring away of any such employee by another person, or encourage any such employee to terminate his or her employment with Boston Scientific, whether directly or indirectly, unless the President of Boston Scientific or his designee shall have given prior written approval.

14. CONSULTANT'S WARRANTIES: Consultant represents and warrants:

(a) that Consultant has the unrestricted right to disclose any information it submits to Boston Scientific, free of all claims of third parties,

(b) that such disclosures do not breach or conflict with any confidentiality provisions of any agreement to which Consultant is a party, and

(c) that the services covered by this Agreement are not in violation of any other agreement with other parties or of any restrictions of any kind.

15. ABSENCE OF CONFLICTS: Consultant agrees and warrants that Consultant will not, during the term of this Agreement and for a period of one (1) year thereafter, work with any competitor on the development of any products which would be directly competitive with any existing or proposed Boston Scientific products of which Consultant is reasonably aware, or provide similar Consultantcy or consulting services relating to the Field of Consultation. Consultant further agrees to disclose to Boston Scientific, during the term of this Agreement, any services Consultant is providing to, or any arrangements Consultant has with, any competitor of Boston Scientific so that Boston Scientific can evaluate potential areas of conflict. For the purposes of this Paragraph, a "competitor" of Boston Scientific means any party in actual competition or intending or preparing to be in competition with Boston Scientific's products or business. Notwithstanding the foregoing, BSC acknowledges that Consultant will be establishing a Consulting Business that will not compete with BSC and that the establishment of that business is not a violation of this Agreement.

16. PRIMACY OF AGREEMENT: This Agreement supercedes and cancels all previous agreements and arrangements between Consultant and Boston Scientific relating to the Consultant's provision of Consulting Services. This Agreement may be changed only by a writing signed by both parties.

17. MISCELLANEOUS: This Agreement is made pursuant to the laws of the Commonwealth of Massachusetts and questions as to its validity and effect shall be governed thereby. Further, the Agreement is not assignable by Consultant, and shall inure to the benefit of Boston Scientific and its successors and assigns except that Consultant may assign this Agreement to any Consulting Business he creates and controls so long as Consultant continues personally to perform the Consulting Services. Consultant is an independent contractor; is responsible for paying all foreign, federal, state and local taxes, including but not limited to income, Social Security and unemployment taxes; and has no right to sign the name of or bind Boston Scientific in any manner. No failure of either party to enforce any right under this Agreement shall be deemed a waiver thereof.

18. NOTICE: Any notice or communication required or permitted to be given by either party under the terms of this Agreement shall be deemed sufficiently given if mailed by registered mail or by a nationally recognized courier who guarantees overnight delivery and addressed as follows:

TO BOSTON SCIENTIFIC                        TO CONSULTANT

Robert G. MacLean                           Philippe P. LeGoff
Senior Vice President                       c/o Mathilde LeGoff
Human Resources                             111 Avenue Briand
Boston Scientific Corporation               35000 Rennes, FRANCE
One Boston Scientific Place
Natick, MA  01760-1537

WITH A COPY TO:

General Counsel                             Russell F. Conn, Esq.
Boston Scientific Corporation               Conn, Kavanaugh, Rosenthal,
One Boston Scientific Place                    Peisch & Ford, L.L.P.
Natick, MA  01760-1537                      Ten Post Office Square
                                            Boston, MA  02109
                                            (617) 482-8299
                                            - and -
                                            Mathys Schmid & Partners
                                            Attn:  Dr. Peter Mathys
                                            Dufourstrasse 5
                                            Basel, Switzerland

If the foregoing accurately represents our agreement, please sign at the appropriate place and return one copy of this Agreement to me.

Name: Robert G. MacLean                  Title: Senior Vice President,
                                                Human Resources

Name:                                    Date:
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         (Signature)

Name:                                    Date:
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         (Signature)