REGISTRATION RIGHTS AGREEMENT



         THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") dated as of March

2, 2001, is by and among Luxtec Corporation, a Massachusetts corporation (the

"Company") and the persons listed as Stockholders in the signature pages hereto

(collectively, the "Stockholders" and individually, a "Stockholder").



         WHEREAS, the Company is a party to that certain Agreement and Plan of

Merger entered into as of November 27, 2000, as amended by Amendment No. 1 to

the Agreement and Plan of Merger, dated February 8, 2001 (together, the "Merger

Agreement,"), by and among the Company, Laser Merger Sub, Inc., a Delaware

corporation and a wholly-owned subsidiary of the Company, and PrimeSource

Surgical, Inc., a Delaware corporation ("PSS"), pursuant to which the Company

will issue shares of its Series B Preferred Stock, shares of its Series C

Preferred Stock and shares of its Series D Preferred Stock to certain of PSS's

stockholders;



         WHEREAS, in order to induce certain of the Stockholders to approve the

Merger Agreement, the Company has agreed to provide the Stockholders certain

rights set forth in this Agreement;



         WHEREAS, on February 3, 1998, PSS entered into an Investors' Rights

Agreement (the Investors' Rights Agreement") and a Voting Agreement (the "Voting

Agreement") with holders of the PSS Common Stock and Series A Preferred Stock,

on June 14, 1999, PSS entered into the Amended and Restated Stockholders'

Agreement (the "Amended and Restated Stockholders' Agreement"), on various dates

in November, 1999, PSS entered into Amendment No. 1 to Amended and Restated

Stockholders' Agreement, on August 17, 2000, PSS entered into the Second Amended

and Restated Stockholders' Agreement, (the "Second Amended and Restated

Stockholders' Agreement") and on January 23, 2001, PSS entered into the Third

Amended and Restated Stockholders' Agreement (collectively with the Investors'

Rights Agreement, the Voting Agreement, the Amended and Restated Stockholders'

Agreement, and the Second Amended and Restated Stockholders' Agreement, the

"Prior Agreements");



         WHEREAS, the transactions contemplated by the Merger Agreement will

benefit the Company;



         WHEREAS, the Company desires to enter into that certain Amended and

Restated Loan and Security Agreement (the "Loan Agreement"), dated as of March

2, 2001, by and among the Company, certain of the Company's subsidiaries, and

Ark CLO 2000-1, Limited, in order to induce Ark CLO 2000-1, Limited to enter

into the Loan Agreement, the Company has agreed to provide the Ark CLO 2000-1,

Limited certain rights set forth in this Agreement;



         WHEREAS, the transactions contemplated by the Loan Agreement will

benefit the Company; and



         WHEREAS, the parties are willing to execute this Agreement and to be

bound by the provisions hereof;







                                  Exhibit 5-1

<PAGE>



         NOW, THEREFORE, in consideration of the premises, the agreements set

forth below, and the parties' desire to further the interests of the Company and

its present and future stockholders, the parties agree as follows:



         9. Certain Definitions.



         As used in this Agreement, the following terms shall have the following

meanings (such meanings to be equally applicable to both the singular and plural

forms of the terms defined):



         "Affiliate" means, with respect to a specified Person, (a) any other

person directly or indirectly controlling or controlled by or under direct or

indirect common control with such specified Person, (b) any other Person that

owns, directly or indirectly, five percent (5%) or more of such specified

person's capital stock, (c) any employee or director of such specified Person,

(d) any member of the family of any Person specified in clauses (a), (b), and

(c), or (e) any corporation, limited liability company, partnership, trust or

other entity in which any Person set forth in clauses (a), (b), (c) or (d)

above, or member of the family of any such Person, is a director, officer,

trustee, partner or holder of more than five percent (5%) of the outstanding

capital stock thereof. For the purposes of this definition, "control," when used

with respect to any specified person, means the power to direct the management

and policies of such person, directly or indirectly, whether through the

ownership of voting securities, by contract or otherwise; and the terms

"controlling" and "controlled" have meanings correlative to the foregoing.



         "Alternative Equity Financing Stock" shall mean the series of equity

security of the Company issued in any equity financing of the Corporation

subsequent to the date hereof that does not qualify as a Qualified Equity

Financing.



         "Board of Directors" shall mean the Board of Directors of the Company.



         "Claim" shall mean any loss, claim, damages, liability or expense

(including the reasonable costs of investigation and reasonable legal fees and

expenses).



         "Common Stock" shall mean the Common Stock, par value $.01 per share,

of the Company.



         "Demand Registration" shall mean a registration pursuant to Section 2

hereof.



         "Equity Security" shall mean any capital stock of the Company or any

security convertible, with or without consideration, into any such stock, or any

security carrying any warrant or right to subscribe for or purchase any such

stock, or any such warrant or right.



         "Exchange Act" shall mean the Securities Exchange Act of 1934, as from

time to time amended.



         "Firm Commitment Underwritten Offering" shall mean an offering in which

the







                                  Exhibit 5-2

<PAGE>



underwriters agree to purchase securities for distribution pursuant to a

Registration Statement under the Securities Act and in which the obligation of

the underwriters is to purchase all the securities being offered if any are

purchased.



         "Future Preferred Stock" shall mean a series of preferred stock of the

Company conveying to its holders rights and obligations substantially similar to

those provided by the Company's Certificate of Designations for Series C

Preferred Stock, as issued at the Effective Time (as defined in the Merger

Agreement).



         "Holder" shall mean the beneficial owner of a security. For all

purposes of this Agreement, the Company shall be entitled to treat the record

owner of a security as the beneficial owner of such security unless the Company

has been given written notice of the existence and identity of a different

beneficial owner. A Holder of Preferred Stock shall be deemed to be the Holder

of the Common Stock into which such Preferred Stock could be converted.



         "Indemnified Holder" shall mean any Holder of Registrable Securities,

any officer, director, employee or agent of any such Holder and any Person who

controls any such Holder within the meaning of either Section 15 of the

Securities Act or Section 20 of the Exchange Act.



         "Junior Securities" means any class or series of the Company's capital

stock which ranks junior to the Series C Preferred Stock as to dividend

distributions or distributions upon the liquidation, winding up and dissolution

of the Company.



         "Misstatement" shall mean an untrue statement of a material fact or an

omission to state a material fact required to be stated in a Registration

Statement or Prospectus or necessary to make the statements in a Registration

Statement, Prospectus or preliminary prospectus not misleading.



         "Other Stockholders" shall mean the Stockholders other than the Series

C Stockholders.



         "Person" shall mean a natural person, partnership, corporation,

business trust, association, joint venture or other entity or a government or

agency or political subdivision thereof.



         "Piggyback Registration" shall mean a registration pursuant to Section

3 hereof.



         "Preferred Stock" shall mean any shares of any series of preferred

stock other than the Series D Preferred Stock issued as of the date hereof or in

the future by the Company.



         "Prospectus" shall mean the prospectus included in any Registration

Statement, as supplemented by any and all prospectus supplements and as amended

by any and all post-effective amendments and including all material incorporated

by reference in such prospectus.



         "PSS Common Stock" shall mean the Common Stock, par value $0.001 per

share, of PrimeSource Surgical, Inc., as it existed prior to the Effective Time

(as defined in the Merger Agreement).







                                  Exhibit 5-3

<PAGE>



         "PSS Preferred Stock" shall mean any series of Preferred Stock, par

value $0.001 per share, of Prime Source Surgical, Inc., as it existed prior to

the Effective Time (as defined in the Merger Agreement).



         "Qualified Equity Financing" shall mean any equity financing of the

Company subsequent to the date hereof with gross proceeds in excess of

$10,000,000 less the aggregate stated liquidation value of all of the then

outstanding shares of Series C Preferred Stock.



         "Qualified Equity Financing Stock" shall mean the series of equity

security of the Company issued in a Qualified Equity Financing.



         "Registrable Securities" shall mean (a) the shares of Common Stock

issued or issuable upon conversion of the shares of Qualified Equity Financing

Stock, Future Preferred Stock or Alternative Equity Financing Stock issued in

exchange for the Series D Preferred Shares, (b) any securities issued or

issuable with respect to such Common Stock by way of a stock dividend or stock

split or in connection with a combination of shares, recapitalization, merger,

consolidation or reorganization, (c) any shares of Common Stock or securities

issued or issuable with respect to such Common Stock as provided in (b) above,

acquired by the Stockholders from the Company subsequent to the date hereof,

whether or not owned by the Stockholders at the time of a Registration;

provided, that any such share or other security shall be deemed to be

Registrable Securities only if and so long as it is a Transfer Restricted

Security (collectively, (a), (b) and (c) are referred to herein as the "Future

Registrable Securities"), (d) the shares of Common Stock issued or issuable upon

exercise of the Warrants (e) any securities issued or issuable with respect to

such Common Stock by way of a stock dividend or stock split or in connection

with a combination of shares, recapitalization, merger, consolidation or

reorganization, (f) any shares of Common Stock or securities issued or issuable

with respect to such Common Stock as provided in (e) above, acquired by the

Stockholders from the Company subsequent to the date hereof, whether or not

owned by the Stockholders at the time of a Registration; provided, that any such

share or other security shall be deemed to be Registrable Securities only if and

so long as it is a Transfer Restricted Security (collectively, (d), (e) and (f)

are referred to herein as the "Warrant Registrable Securities"), (g) the shares

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