<SUBMISSION>
<ACCESSION-NUMBER>0001072613-02-001753
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>5
<PERIOD>20020930
<FILING-DATE>20021115
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>BOSTON SCIENTIFIC CORP
<CIK>0000885725
<ASSIGNED-SIC>3841
<IRS-NUMBER>042695240
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>001-11083
<FILM-NUMBER>02827640
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>ONE BOSTON SCIENTIFIC PL
<CITY>NATICK
<STATE>MA
<ZIP>01760-1537
<PHONE>5086508000
</BUSINESS-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>form10-q_11581.txt
<DESCRIPTION>FORM 10-Q FOR QUARTER ENDED SEPTEMBER 30, 2002
<TEXT>
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


        [X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES ACT OF 1934

               For the quarterly period ended: September 30, 2002


                         Commission file number: 1-11083



                          BOSTON SCIENTIFIC CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)



                   DELAWARE                                     04-2695240
        ----------------------------                         ----------------
        (State or other jurisdiction                         (I.R.S. Employer
      of incorporation or organization)                     Identification No.)


One Boston Scientific Place, Natick, Massachusetts              01760-1537
--------------------------------------------------              ----------
     (Address of principal executive offices)                   (Zip Code)


Registrant's telephone number, including area code:  (508) 650-8000
                                                     --------------


               ---------------------------------------------------
               Former name, former address and former fiscal year,
                          if changed since last report.

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                            Yes  [X]   No  [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

                            Yes  [X]   No  [ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the last practicable date.

                                                      Shares Outstanding as
           Class                                      of September 30, 2002
----------------------------                          ---------------------
Common Stock, $.01 Par Value                               407,841,321

================================================================================

                                  Page 1 of 41
                            Exhibit Index on Page 38
<PAGE>

                                TABLE OF CONTENTS



PART I     FINANCIAL INFORMATION                                        Page No.

ITEM 1.    Condensed Consolidated Financial Statements ...................  3

           Condensed Consolidated Balance Sheets .........................  3

           Condensed Consolidated Statements of Operations ...............  5

           Condensed Consolidated Statements of Cash Flows ...............  6

           Notes to Condensed Consolidated Financial Statements ..........  7

ITEM 2.    Management's Discussion and Analysis of Financial
           Condition and Results of Operations ........................... 22

ITEM 3.    Quantitative and Qualitative Disclosures About Market Risk .... 37

ITEM 4.    Controls and Procedures ....................................... 37


PART II    OTHER INFORMATION ............................................. 38

ITEM 1.    Legal Proceedings ............................................. 38

ITEM 6.    Exhibits and Reports on Form 8-K .............................. 38



SIGNATURE ................................................................ 39


CERTIFICATIONS ........................................................... 40


                                        2
<PAGE>
                                     PART I
                              FINANCIAL INFORMATION


ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

BOSTON SCIENTIFIC CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited)
                                                   September 30,   December 31,
In millions, except share and per share data           2002           2001
-------------------------------------------------------------------------------
Assets
Current assets:
   Cash and cash equivalents                       $        259    $        180
   Short-term investments                                                     5
   Trade accounts receivable, net                           399             370
   Inventories                                              257             303
   Other current assets                                     259             248
                                                   ------------    ------------
         Total current assets                             1,174           1,106

Property, plant and equipment                             1,112           1,045
Less: accumulated depreciation                              485             453
                                                   ------------    ------------
                                                            627             592

Excess of cost over net assets acquired                     971             928
Technology - core, net                                      554             541
Technology - developed, net                                 226             221
Patents, net                                                314             264
Trademarks and other intangibles, net                       108             110
Other assets                                                293             212
                                                   ------------    ------------
                                                   $      4,267    $      3,974
                                                   ============    ============



       See notes to unaudited condensed consolidated financial statements.

                                        3
<PAGE>
BOSTON SCIENTIFIC CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets (continued)
(Unaudited)

<TABLE><CAPTION>
                                                                                   September 30,   December 31,
In millions, except share and per share data                                           2002            2001
---------------------------------------------------------------------------------------------------------------
<S>                                                                               <C>             <C>
Liabilities and Stockholders' Equity
Current liabilities:
   Commercial paper                                                                                $         99
   Bank obligations                                                                $        268             132
   Accounts payable and accrued expenses                                                    528             475
   Other current liabilities                                                                238             125
                                                                                   ------------    ------------
         Total current liabilities                                                        1,034             831

Long-term debt                                                                              840             973
Other long-term liabilities                                                                 107             155

Commitments and contingencies

Stockholders' equity:
   Preferred stock, $ .01 par value - authorized 50,000,000 shares,
      none issued and outstanding
   Common stock, $ .01 par value - authorized 600,000,000 shares,
      414,922,050 shares issued at September 30, 2002 and
     December 31, 2001                                                                        4               4
   Additional paid-in capital                                                             1,222           1,225
   Treasury stock, at cost - 7,080,729 shares at September 30, 2002 and
     9,668,427 shares at December 31, 2001                                                 (114)           (173)
   Deferred compensation                                                                     (2)            (10)
   Retained earnings                                                                      1,290           1,031
   Accumulated other comprehensive loss                                                    (114)            (62)
                                                                                   ------------    ------------
   Total stockholders' equity                                                             2,286           2,015
                                                                                   ------------    ------------
                                                                                   $      4,267    $      3,974
                                                                                   ============    ============
</TABLE>



       See notes to unaudited condensed consolidated financial statements.

                                        4
<PAGE>
BOSTON SCIENTIFIC CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Unaudited)


<TABLE><CAPTION>
                                                         Three Months Ended             Nine Months Ended
                                                           September 30,                   September 30,
In millions, except per share data                     2002            2001            2002            2001
---------------------------------------------------------------------------------------------------------------
<S>                                                <C>             <C>             <C>             <C>
Net sales                                          $        722    $        670    $      2,105    $      1,996
Cost of products sold                                       211             214             643             704
                                                   ------------    ------------    ------------    ------------
Gross profit                                                511             456           1,462           1,292

Selling, general and administrative expenses                249             232             736             687
Amortization expense                                         19              30              53             105
Royalties                                                     9              10              26              28
Research and development expenses                            87              72             248             199
Purchased research and development                                           10              45             277
Litigation settlements, net                                 (99)                            (99)
Restructuring-related charges                                                                                 4
                                                   ------------    ------------    ------------    ------------
                                                            265             354           1,009           1,300
                                                   ------------    ------------    ------------    ------------
Operating income (loss)                                     246             102             453              (8)

Other income (expense):
   Interest expense                                         (10)            (16)            (32)            (46)
   Other, net                                                (1)              1             (15)              2
                                                   ------------    ------------    ------------    ------------

Income (loss) before income taxes                           235              87             406             (52)
Income taxes                                                 74              29             138              67
                                                   ------------    ------------    ------------    ------------
Net income (loss)                                  $        161    $         58    $        268    $       (119)
                                                   ============    ============    ============    ============

Net income (loss) per common share - basic         $       0.40    $       0.14    $       0.66    $      (0.30)
                                                   ============    ============    ============    ============
Net income (loss) per common share -
   assuming dilution                               $       0.39    $       0.14    $       0.65    $      (0.30)
                                                   ============    ============    ============    ============
</TABLE>

       See notes to unaudited condensed consolidated financial statements.

                                        5
<PAGE>
BOSTON SCIENTIFIC CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
<TABLE><CAPTION>
                                                                                         Nine Months Ended
                                                                                           September 30,
In millions                                                                            2002            2001
---------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>             <C>
Cash provided by operating activities                                              $        540    $        328

Investing activities:
    Purchases of property, plant and equipment, net                                         (87)            (94)
    Acquisitions of businesses, net of cash acquired                                       (136)           (548)
    Payments for acquisitions of and/or investments in certain technologies, net           (175)            (65)
    Sales of available for sale securities                                                   20              20
                                                                                   ------------    ------------
Cash used for investing activities                                                         (378)           (687)

Financing activities:
    Net increase in commercial paper                                                        188              18
    Net (payments on) proceeds from revolving borrowings                                   (263)            363
   Proceeds from notes payable and long-term debt                                                             3
   Payments on notes payable, capital leases and long-term borrowings                       (54)             (8)
   Proceeds from issuances of shares of common stock                                         43              28
                                                                                   ------------    ------------
Cash (used for) provided by financing activities                                            (86)            404
Effect of foreign exchange rates on cash                                                      3
                                                                                   ------------    ------------
Net increase in cash and cash equivalents                                                    79              45
Cash and cash equivalents at beginning of period                                            180              54
                                                                                   ------------    ------------
Cash and cash equivalents at end of period                                         $        259    $         99
                                                                                   ============    ============
</TABLE>



       See notes to unaudited condensed consolidated financial statements.

                                        6
<PAGE>
Note A - Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Boston
Scientific Corporation (Boston Scientific or the Company) have been prepared in
accordance with accounting principles generally accepted in the United States
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States for complete financial statements. In the opinion of
management, all adjustments (consisting only of normal recurring adjustments)
considered necessary for a fair presentation have been included. Operating
results for the three and nine months ended September 30, 2002 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2002. For further information, refer to the consolidated financial
statements and footnotes thereto incorporated by reference in Boston
Scientific's Annual Report on Form 10-K for the year ended December 31, 2001.

Investments in companies over which Boston Scientific has the ability to
exercise significant influence are accounted for under the equity method if
Boston Scientific holds 50 percent or less of the voting stock. During the third
quarter of 2002, Boston Scientific changed to the cost method of accounting for
its investment in Medinol Ltd. (Medinol) from the equity method. Due to the
ongoing litigation between Medinol and the Company, and the lack of available
financial information, the Company believes that it no longer has the ability to
exercise significant influence over Medinol's operating and financial policies.
This change had no material impact on the Company's financial statements. At
September 30, 2002, the Company had a 22 percent ownership interest in Medinol
at a carrying value of approximately $25 million. The Company regularly reviews
its investments to determine whether these investments are impaired. If so, the
carrying value is written down to fair value in the period identified.

Note B - Comprehensive Income/Loss

For the three months ended September 30, 2002 and 2001, the Company reported
comprehensive income of $167 million and $51 million, respectively. For the nine
months ended September 30, 2002 and 2001, the Company reported comprehensive
income of $216 million and a comprehensive loss of $124 million, respectively.
The increase in comprehensive income for the nine months ended September 30,
2002 is primarily a result of net gains recognized in 2002 from litigation
settlements, and decreases in purchased research and development and other
non-recurring charges. Comprehensive income for the three and nine months ended
September 30, 2002 was reduced relative to reported net income due to decreases
in the Company's unrealized gains on derivative financial instruments.

                                        7
<PAGE>
Note C - Earnings Per Share

The following table sets forth the computations of basic and diluted earnings
per share:
<TABLE><CAPTION>
                                                                   Three Months                        Nine Months
                                                                Ended September 30,                Ended September 30,
(In millions, except share and per share data)                 2002             2001              2002            2001
-------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>              <C>              <C>              <C>
Basic:
  Net income (loss)                                         $      161       $       58       $      268       $     (119)
  Weighted average shares outstanding (in thousands)           407,213          402,507          406,174          400,711
  Net income (loss) per common share                        $     0.40       $     0.14       $     0.66       $    (0.30)
                                                            ==========       ==========       ==========       ==========

Assuming dilution:
  Net income (loss)                                         $      161       $       58       $      268       $     (119)
  Weighted average shares outstanding (in thousands)           407,213          402,507          406,174          400,711
  Net effect of dilutive stock-based compensation
   (in thousands)                                                7,695            4,215            6,816
                                                            ----------       ----------       ----------       ----------
  Total (in thousands)                                         414,908          406,722          412,990          400,711
  Net income (loss) per common share                        $     0.39       $    0.14        $     0.65       $    (0.30)
                                                            ==========       ==========       ==========       ==========
</TABLE>

For the nine months ended September 30, 2001, approximately 4 million potential
common shares were not included in the computation of earnings per share,
assuming dilution, as they would have been anti-dilutive.

Note D - Change in Estimated Effective Tax Rate

The Company changed its estimate of its 2002 effective tax rate, excluding the
impact of after-tax special charges and credits, to 29 percent from 30 percent
in the third quarter of 2002. The decrease is primarily attributable to
geographic changes in the manufacturing of the Company's products. The
cumulative effect of this reduction resulted in an increase in the Company's net
income for the nine months ended September 30, 2002 of $4 million, or $0.01 per
share (diluted), of which approximately $3 million represents the impact for the
first half of 2002.

Note E - Business Combinations

On June 13, 2002, the Company completed its acquisition of the 93 percent of the
outstanding shares of Enteric Medical Technologies, Inc. (EMT) not previously
owned by the Company in an all-cash transaction for an initial payment of
approximately $50 million, plus contingent payments upon achievement of certain
milestones. EMT designs, manufactures and markets Enteryx(TM), a liquid polymer
technology for the treatment of gastroesophageal reflux disease (GERD). The
acquisition is intended to expand the Company's Endosurgery product offerings in
the GERD market.

On June 27, 2002, the Company completed its tender offer relating to its
acquisition of the outstanding shares of BEI Medical Systems Company, Inc. (BEI)
in an all-cash transaction for approximately $95 million. BEI designs,
manufactures and markets less-invasive technology used by gynecologists to treat
excessive uterine bleeding due to benign causes. The acquisition is intended to
expand the Company's product offerings in the area of women's health and will
become part of the Company's Endosurgery group.

                                        8
<PAGE>
On December 13, 2001, the Company announced that it had exercised a pre-existing
option to acquire Smart Therapeutics, Inc. (Smart). Smart is a development
company that focuses on self-expanding technologies for intracranial therapies.
The Company anticipates this acquisition will be completed in the fourth quarter
of 2002 for an initial payment of $50 million, plus contingent payments upon
achievement of certain milestones.

The Company's acquisitions were accounted for using the purchase method of
accounting. The condensed consolidated financial statements include the
operating results for each acquired entity from its respective date of
acquisition. Pro forma information is not presented, as the acquired companies'
results of operations prior to their date of acquisition are not material,
individually or in the aggregate, to the Company. The EMT acquisition involves
potential earn-out payments based on EMT reaching certain milestones. These
payments would be allocated to specific intangible asset categories with the
remainder assigned to excess of cost over net assets acquired as if the
consideration had been paid as of the date of acquisition.

The aggregate purchase price for each acquisition has been allocated to the
assets acquired and liabilities assumed based on their fair values at the date
of acquisition. The estimated excess of purchase price over the fair value of
the net tangible assets acquired was allocated to identifiable intangible
assets, as valued by an independent appraiser using information and assumptions
provided by management. Based upon these valuations, the Company recorded a
charge of approximately $45 million to account for purchased research and
development related to EMT. The valuation of purchased research and development,
for which management is primarily responsible, represents the estimated fair
value at the date of acquisition related to in-process projects. As of the date
of acquisition, the in-process projects had not yet reached technological
feasibility and had no alternative future uses. The primary basis for
determining the technological feasibility of these projects is obtaining
regulatory approval to market the product. Accordingly, the value attributable
to these projects, which had not yet obtained regulatory approval, was expensed
in conjunction with the acquisition. If the projects are not successful or
completed in a timely manner, the Company may not realize the financial benefits
expected for these projects. Other intangible assets subject to amortization
recorded in connection with the EMT and BEI acquisitions are being amortized on
a straight-line basis ranging from 9 to 25 years.

The income approach was used to establish the fair values of purchased research
and development. This approach establishes fair value by estimating the
after-tax cash flows attributable to the in-process project over its useful life
and then discounting these after-tax cash flows back to a present value. Revenue
estimates were based on estimates of relevant market sizes, expected market
growth rates, expected trends in technology and expected product introductions
by competitors. In arriving at the value of the in-process research and
development projects, the Company considered, among other factors, the
in-process project's stage of completion, the complexity of the work completed
as of the acquisition date, the costs already incurred, the projected costs to
complete, the contribution of core technologies and other acquired assets, the
expected introduction date and the estimated useful life of the technology. The
discount rate used to arrive at a present value as of the date of acquisition
was based on the time value of money and medical technology investment risk
factors. For the purchased research and development programs acquired in
connection with the EMT acquisition, risk-adjusted discount rates ranging from
18 percent to 26 percent were utilized to discount the projected cash flows. The
Company believes that the estimated purchased research and development amounts
so determined represent the fair value at the date of acquisition and do not
exceed the amount a third party would pay for the projects.

                                        9
<PAGE>
The most significant project, relative to the purchased research and development
charge recorded in connection with the EMT acquisition, is the Enteryx(TM)
technology for the treatment of GERD, which represents approximately 87 percent
of the in-process value. Enteryx is a patented liquid polymer for the treatment
of GERD. As of the date of acquisition, the project was expected to be completed
and the product to be commercially available within one to two years, with an
estimated cost to complete of approximately $2 million.

The Company's research and development projects acquired in connection with its
2001 business combinations are generally progressing in line with the estimates
set forth in the Company's 2001 Annual Report on Form 10-K, with the exception
of the Interventional Technologies, Inc. (IVT) next-generation Infiltrator(R)
transluminal drug-delivery catheter project. Due to alternative drug-delivery
products available to the Company, the Company has reduced its future revenue
projections for this product. The Company expects to continue to pursue this and
other research and development projects acquired in connection with its 2001
business combinations and believes it has a reasonable chance of completing the
projects.

Note F - Global Operations Strategy

During the second quarter of 2002, the Company substantially completed the plant
optimization initiative. The plant optimization initiative has created a better
allocation of the Company's resources by forming a more effective network of
manufacturing and research and development facilities. The Company's plan
resulted in the consolidation of manufacturing operations along product lines
and the shifting of significant amounts of production to the Company's
facilities in Miami and Ireland and to contract manufacturing. The Company's
plan included the discontinuation of manufacturing activities at three
facilities in the U.S., and included the planned displacement of approximately
1,700 manufacturing, manufacturing support and management employees. In
addition, during the second quarter of 2002, the Company recorded a $6 million
pre-tax charge to cost of sales for severance and related costs associated with
its global operations strategy. The approximately 250 affected employees include
manufacturing, manufacturing support and management personnel. The reductions
result from the Company's continued achievement of operational efficiencies
within its plant network and its continued effort to reduce costs. At September
30, 2002, the Company had approximately $9 million of accrued severance and
related costs remaining associated with its global operations strategy. As of
September 30, 2002, approximately $55 million had been charged against the
restructuring accrual since the inception of the global operations strategy for
employees terminated as a part of the Company's global operations strategy.

Note G - Borrowings and Credit Arrangements

In August 2002, the Company entered into a revolving credit and security
facility providing for up to $200 million of additional borrowing capacity
secured by the Company's domestic trade accounts receivable. The maximum amount
available for borrowing under this facility changes based upon the amount of
eligible receivables, concentration of eligible receivables and other factors.
At September 30, 2002, $159 million was outstanding under this facility and bore
interest at asset-backed commercial paper rates plus 0.35 percent, or
approximately 2.2 percent

                                       10
<PAGE>
at September 30, 2002. Certain significant changes in the quality of the
Company's receivables may cause an amortization event under this facility. An
amortization event may require the Company to immediately repay borrowings under
the facility. The financing structure required the Company to create a wholly
owned special purpose entity, which is consolidated by the Company. This entity
purchases receivables from the Company and then borrows from two third-party
financial institutions using U.S. trade accounts receivable as collateral. The
transactions remain on the Company's balance sheet because the Company has the
right to prepay any borrowings outstanding, allowing the Company to retain
effective control over the receivables. Accordingly, pledged receivables and the
corresponding borrowings are included as trade-accounts receivable, net and bank
obligations, respectively, on the accompanying condensed consolidated balance
sheets.

The Company had approximately $286 million and $99 million of commercial paper
outstanding at September 30, 2002 and December 31, 2001, respectively. In
addition, the Company had approximately $125 million and $547 million in
unsecured revolving credit facility borrowings outstanding at September 30, 2002
and December 31, 2001, respectively. At September 30, 2002, the revolving credit
facilities totaled approximately $1.6 billion, consisting of a $1 billion credit
facility that terminates in May 2003 and a $600 million credit facility that
terminates in August 2006.

The Company has the ability to refinance a portion of its short-term debt on a
long-term basis through its revolving credit facilities. The Company expects a
minimum of $306 million of its short-term borrowings, including $286 million of
commercial paper and $20 million of bank obligations, will remain outstanding
beyond the next twelve months and, accordingly, has classified this portion as
long-term borrowings at September 30, 2002, compared to $471 million of bank
obligations classified as long-term at December 31, 2001.

During the first quarter of 2002, the Company repaid 6 billion Japanese yen
(translated to approximately $45 million at the date of repayment and $46
million at December 31, 2001) of borrowings outstanding with a syndicate of
Japanese banks.

Note H - Inventories

The components of inventory consist of the following:

                              September 30,   December 31,
(In millions)                     2002           2001
----------------------------------------------------------
Finished goods                    $154           $146
Work-in-process                     51             69
Raw materials                       52             88
                                  ----           ----
                                  $257           $303
                                  ====           ====

The Company had approximately $11 million and $34 million of net NIR(R) coronary
stent inventory on hand at September 30, 2002 and December 31, 2001,
respectively.

                                       11
<PAGE>
Note I - Goodwill and Other Intangible Assets

Effective January 1, 2002, the Company fully adopted the provisions of Statement
of Financial Accounting Standards No. 142, "Goodwill and Other Intangible
Assets." Statement No. 142 requires that goodwill and intangible assets with
indefinite useful lives no longer be amortized, but instead be tested for
impairment at least annually. As a result of adoption, the Company realized a
pre-tax benefit of approximately $12 million and $35 million of amortization
reductions for goodwill and indefinite-lived intangible assets in the third
quarter and nine months ended September 30, 2002, respectively. This benefit was
partially offset by amortization of intangible assets related to businesses
acquired in 2001 and 2002. During the second quarter of 2002, the Company
completed the initial impairment review required by Statement No. 142; the
Company did not recognize any impairment losses as a result of this review.

The following table provides comparative earnings and earnings per share had the
non-amortization provisions of Statement No. 142 been adopted for all periods
presented:

<TABLE><CAPTION>
                                                           Three Months                        Nine Months
                                                        Ended September 30,                Ended September 30,
(In millions, except share and per share data)        2002              2001              2002             2001
-----------------------------------------------------------------------------------------------------------------
<S>                                                <C>               <C>              <C>              <C>
Reported net income (loss)                         $     161         $      58        $     268        $    (119)
Add back: amortization of goodwill, net of tax                               5                                15
Add back: amortization of indefinite-lived
  trademarks and technology-core, net of tax                                 2                                 8
                                                   ---------         ---------        ---------        ---------
Adjusted net income (loss)                         $     161         $      65        $     268        $     (96)
                                                   =========         =========        =========        =========
Basic:
  Weighted average shares outstanding
    (in thousands)                                   407,213           402,507          406,174          400,711
  Net income (loss) per common share:
           Reported                                $    0.40         $    0.14        $    0.66        $   (0.30)
           Adjusted                                                  $    0.16                         $   (0.24)
                                                   =========         =========        =========        =========
Assuming dilution:
  Weighted average shares outstanding
    (in thousands)                                   407,213           402,507          406,174          400,711
  Net effect of dilutive
   stock-based compensation                            7,695             4,215            6,816
    (in thousands)
                                                   ---------         ---------        ---------        ---------
  Total (in thousands)                               414,908           406,722          412,990          400,711
  Net income (loss) per common share:
           Reported                                $    0.39         $    0.14        $    0.65        $   (0.30)
           Adjusted                                                  $    0.16                         $   (0.24)
                                                   =========         =========        =========        =========
</TABLE>


                                       12
<PAGE>
The following table provides the gross carrying amount of all intangible assets
and the related accumulated amortization for intangible assets subject to
amortization at September 30, 2002.

                                           Gross Carrying         Accumulated
(In millions)                                  Amount            Amortization
--------------------------------------------------------------------------------
Amortized intangible assets:
Technology- core                                 209                  11
Technology- developed                            345                 119
Patents                                          418                 104
Other intangibles                                166                  74
                                               -----               -----
          Total                                1,138                 308
                                               =====               =====

Unamortized intangible assets:
Excess of cost over net assets acquired          971
Technology- core                                 356
Trademarks                                        16
                                               -----
          Total                                1,343
                                               =====

Total amortization expense for the three months ended September 30, 2002 was $19
million as compared to $30 million for the three months ended September 30,
2001. Total amortization expense for the nine months ended September 30, 2002
was $53 million as compared to $105 million for the nine months ended September
30, 2001. During the second quarter of 2001, the Company recorded a $24 million
pre-tax write-down of intangible assets.

The following table provides estimated amortization expense for each of the five
succeeding fiscal years based upon the Company's intangible asset portfolio at
September 30, 2002.
                                    Estimated
                               Amortization Expense
           Fiscal Year            (In millions)
           -----------         --------------------
              2002                     72
              2003                     76
              2004                     74
              2005                     74
              2006                     74


                                       13
<PAGE>
The following table provides changes in the carrying amount of goodwill by
segment for the nine months ended September 30, 2002.


                                   United                               Inter-
(In millions)                      States      Europe      Japan     Continental
--------------------------------------------------------------------------------
Balance as of December 31, 2001     759          95          41           33
Purchase price adjustments          (22)         (1)         (3)
Goodwill acquired                    64           3
Foreign currency translation                      2
                                   ----        ----        ----         ----
Balance as of September 30, 2002    801          99          38           33
                                   ====        ====        ====         ====

The purchase price adjustments relate primarily to adjustments to properly
reflect the fair value of deferred tax assets and liabilities acquired in
connection with the 2001 acquisitions.

Note J - New Accounting Standard

In June 2002, the Financial Accounting Standards Board issued Statement No. 146,
"Accounting for Costs Associated with Exit or Disposal Activities", which is
effective for exit or disposal activities that are initiated after December 31,
2002. Statement No. 146 addresses financial accounting and reporting for costs
associated with exit or disposal activities and nullifies Emerging Issues Task
Force Issue No. 94-3, "Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred
in a Restructuring)." Statement No. 146 requires that a liability for a cost
associated with an exit or disposal activity be recognized and measured
initially at fair value only when the liability is incurred. The Company does
not believe that Statement No. 146 will have a material impact on its financial
statements and related disclosures. The Company will adopt the provisions of
Statement No. 146 effective January 1, 2003.

Note K - Commitments and Contingencies

The Company is involved in various legal proceedings, including patent
infringement and product liability suits, from time to time in the normal course
of business. In management's opinion, the Company is not currently involved in
any legal proceeding other than those specifically identified below, in Note J
to the Company's quarterly report on Form 10-Q for the quarter ended June 30,
2002, Note H to the Company's quarterly report on Form 10-Q for the quarter
ended March 31, 2002 and in the consolidated financial statements contained in
the Company's 2001 Annual Report on Form 10-K which, individually or in the
aggregate, could have a material effect on the financial condition, operations
and/or cash flows of the Company. Additionally, legal costs associated with
asserting the Company's patent portfolio and defending against claims that the
Company's products infringe the intellectual property of others are significant,
and legal costs associated with non-patent litigation and compliance activities
are rising. Depending on the prevalence, significance and complexity of these
matters, the Company's legal provision could be adversely affected in the
future. As of September 30, 2002, the range of loss for reasonably possible
contingencies that can be estimated is not material.

                                       14
<PAGE>
LITIGATION WITH JOHNSON & JOHNSON

On October 22, 1997, Cordis Corporation (Cordis), a subsidiary of Johnson &
Johnson filed a suit for patent infringement against the Company and Scimed Life
Systems, Inc. (SCIMED), a subsidiary of the Company, alleging that the
importation and use of the NIR(R) stent infringes two patents owned by Cordis.
On April 13, 1998, Cordis filed a suit for patent infringement against the
Company and SCIMED alleging that the Company's NIR(R) stent infringes two
additional patents owned by Cordis. The suits were filed in the U.S. District
Court for the District of Delaware seeking monetary damages, injunctive relief
and that the patents be adjudged valid, enforceable and infringed. A trial on
both actions was held in late November through early December 2000. A jury found
that the NIR(R) stent does not infringe three Cordis patents, but does infringe
one claim of one Cordis patent and awarded damages of approximately $324 million
to Cordis. On March 28, 2002, the Court set aside the damage award, but upheld
the remainder of the verdict, and held that two of the four patents had been
obtained through inequitable conduct in the U.S. Patent and Trademark Office. On
May 16, 2002, in response to the Company's motion for reconsideration of the
liability verdict, the Court also set aside the verdict of infringement,
requiring a new trial. The case has been stayed pending the outcome of a related
case.

On March 13, 1997, the Company (through its subsidiaries) filed suits against
Johnson & Johnson (through its subsidiaries) in The Netherlands and Belgium, and
on March 17, 1997 filed suit in France, seeking a declaration of noninfringement
for the NIR(R) stent relative to two European patents licensed to Ethicon, Inc.
(Ethicon), a Johnson & Johnson subsidiary, as well as a declaration of
invalidity with respect to those patents. On October 28, 1998, the Company's
motion for a declaration of noninfringement in France was dismissed for failure
to satisfy statutory requirements; the French invalidity suits were not
affected. A hearing related to the French invalidity suits was held on November
19, 2001. On January 16, 2002, the French Court found one of the patents to be
valid and the other to be invalid. The Company filed an appeal on November 4,
2002.

On April 14, 2000, the Company (through its subsidiaries) and Medinol Ltd.
(Medinol) filed suit for patent infringement against Johnson & Johnson, Cordis
and a subsidiary of Cordis alleging that a patent owned by Medinol and
exclusively licensed to the Company is infringed by Cordis' BX Velocity(TM)
stent delivery system. The complaint was filed in the U.S. District Court for
the District of Delaware seeking monetary and injunctive relief. On June 7,
1999, the Company, SCIMED, and Medinol filed suit for patent infringement
against Johnson & Johnson, Johnson & Johnson Interventional Systems and Cordis,
alleging two U.S. patents owned by Medinol and exclusively licensed to the
Company are infringed by Cordis' Crown(TM), MINICrown(TM) and CORINTHIAN(TM)
stents. The suit was filed in the U.S. District Court for the District of
Minnesota seeking injunctive and monetary relief. The Minnesota action was
transferred to the U.S. District Court for the District of Delaware and
consolidated with the Delaware action filed by the Company. A trial was held in
August 2001 on both actions. On September 7, 2001, a jury found that Cordis' BX
Velocity, Crown, and MINICrown stents do not infringe the patents, and that the
asserted claims of those patents are invalid. The jury also found that Cordis'
CORINTHIAN stent infringes a valid Medinol patent claim and awarded the Company
and Medinol $8.3 million in damages. On January 25, 2002, the Court entered
final judgment on the Corinthian stent in favor of the Company. On September 27,
2002, final judgment was entered in favor of Cordis on the BX Velocity, Crown
and MINICrown stents, and the Company's motion for a new trial was denied. The
Company has filed a motion for reconsideration.

On March 30, 2000, the Company (through its subsidiary) filed suit for patent
infringement against two subsidiaries of Cordis alleging that Cordis' BX
Velocity stent delivery system infringes a published utility model owned by
Medinol and exclusively licensed to the Company. The complaint was filed in the
District Court of Dusseldorf, Germany seeking monetary and injunctive relief. A
hearing was held on March 15, 2001, and on June 6, 2001, the Court issued a
written decision that Cordis' BX Velocity stent delivery system infringes the
Medinol published utility model. Cordis appealed the decision of the German
court. A hearing on the appeal has been scheduled for April 3, 2003.


                                       15
<PAGE>
On March 26, 2002, the Company and Target Therapeutics, Inc. (Target), a wholly
owned subsidiary of the Company, filed suit for patent infringement against
Cordis alleging certain detachable coil delivery systems and/or pushable coil
vascular occlusion systems (coil delivery systems) infringe three U.S. patents,
owned by or exclusively licensed to Target. The complaint was filed in the U.S.
District Court for the Northern District of California seeking monetary and
injunctive relief. Trial is scheduled to begin in June 2004.

LITIGATION WITH MEDTRONIC, INC.

On September 18, 2002, the Company and Medtronic, Inc. (Medtronic) entered into
an agreement to settle several pending patent infringement lawsuits between the
companies and their affiliates. As part of the settlement, the companies agreed
to cross-license certain patents in the fields of abdominal aortic aneurysm
repair, embolic protection, nitinol technology and catheter manufacture.
Medtronic also agreed to pay $175 million to the Company in settlement of the
April 2001 arbitration award which found that certain Medtronic products
infringed the Company's rapid exchange technology.

On March 28, 2000, the Company and certain subsidiaries filed suit for patent
infringement against Medtronic AVE, Inc. (Medtronic AVE), a subsidiary of
Medtronic, alleging that Medtronic AVE's S670(TM) rapid exchange coronary stent
system infringes a patent exclusively licensed to the Company. The suit was
filed in the U.S. District Court for the Northern District of California seeking
monetary and injunctive relief. In July 2000, this matter was sent to
arbitration. An arbitration hearing was held in April 2001 to determine whether
Medtronic AVE's S670 and S660(TM) rapid exchange coronary stent delivery systems
and the R1 rapid exchange catheter are licensed. On July 18, 2001, the
arbitration panel determined that the accused Medtronic AVE products sold in the
United States willfully infringe the patent exclusively licensed to the Company.
The Company was awarded $169 million in damages, as well as costs and attorneys'
fees, and a permanent injunction against Medtronic AVE's sales of its S670, S660
and BeStent 2(TM) stent delivery systems and R1S rapid exchange catheter. On
September 18, 2001, the U.S. District Court for the Northern District of
California confirmed the arbitration decision. On October 17, 2001, Medtronic
AVE appealed the confirmation of the award and on July 10, 2002, Medtronic AVE's
appeal was heard before the Court of Appeals for the Federal Circuit. The case
was dismissed pursuant to a Settlement Agreement between the parties dated
September 18, 2002.

On March 10, 1999, the Company (through its subsidiary Schneider (Europe) AG)
filed suit against Medtronic AVE alleging that Medtronic AVE's AVE GFX, AVE
GFX2, AVE LTX, CALYPSO RELY(TM), PRONTO SAMBA(TM) and SAMBA RELY(TM)
rapid-exchange catheters and stent delivery systems infringe one of the
Company's German patents. The suit was filed in the District Court of
Dusseldorf, Germany seeking injunctive and monetary relief. An expert's report
was submitted to the Court on November 6, 2001 and a hearing was held on May 2,
2002. On June 11, 2002, the Court ruled that the Medtronic products infringed
the Company's patents. Medtronic filed an appeal. Medtronic is obligated to
dismiss its appeal pursuant to a Settlement Agreement between the parties dated
September 18, 2002.


                                       16
<PAGE>
On July 7, 1999, Medtronic filed suit against the Company and SCIMED, alleging
that SCIMED's RADIUS(TM) stent infringes two patents owned by Medtronic. The
suit was filed in the U.S. District Court for the Fourth District Court of
Minnesota seeking injunctive and monetary relief. The Company answered, denying
allegations of the complaint. The case was dismissed pursuant to a Settlement
Agreement between the parties dated September 18, 2002.

On February 14, 2002, SCIMED filed suit for patent infringement against
Medtronic and Medtronic AVE alleging Medtronic AVE's Guardwire Plus(TM) product
infringes one U.S. patent owned by the Company. The complaint was filed in the
U.S. District Court for the District of Delaware seeking monetary and injunctive
relief. The case was dismissed pursuant to a Settlement Agreement between the
parties dated September 18, 2002.

On February 14, 2002, SCIMED and Corvita Corporation, a subsidiary of the
Company, filed suit for patent infringement against Medtronic and Medtronic AVE
alleging Medtronic's AneuRx(TM) product infringes seven U.S. patents owned by
the Company. The complaint was filed in the U.S. District Court for the District
of Delaware seeking monetary and injunctive relief. The case was dismissed
pursuant to a Settlement Agreement between the parties dated September 18, 2002.

On February 14, 2002, the Company and certain of its subsidiaries filed suit for
patent infringement against Medtronic, Medtronic AVE and Cordis alleging certain
balloon catheters, stent delivery systems and guide catheters sold by Medtronic
and Medtronic AVE infringe six U.S. patents owned by the Company and certain
balloon catheters, stent delivery systems and guide catheters sold by Johnson &
Johnson and Cordis infringe six U.S. patents owned by the Company. The complaint
was filed in the U.S. District Court for the Northern District of California
seeking monetary and injunctive relief. The Company dismissed its claims against
Medtronic and Medtronic AVE pursuant to the Settlement Agreement between the
parties dated September 18, 2002.

LITIGATION WITH GUIDANT CORPORATION

On October 15, 2002, Advanced Cardiovascular Systems, Inc. (ACS), a subsidiary
of Guidant Corporation (Guidant), filed suit for patent infringement against the
Company and SCIMED alleging the Company's Express(TM) stent infringes a U.S.
patent owned by ACS. The suit was filed in the U.S. District Court for the
Northern District of California seeking monetary damages and injunctive relief.
The Company has not yet answered, but intends to vigorously deny the allegations
of the complaint.

LITIGATION WITH COOK, INC.

On September 10, 2001, the Company delivered a Notice of Dispute to Cook, Inc.
(Cook) asserting that Cook breached the terms of a certain License Agreement
among Angiotech Pharmaceuticals, Inc. (Angiotech), Cook and the Company (the
Agreement). On October 10, 2001, pursuant to the terms of the Agreement, the
Company filed a demand for arbitration with the American Arbitration
Association. On October 11, 2001, Guidant and its subsidiary, ACS, and Cook
filed suit against the Company relating to the Agreement. The suit was filed in
the U.S. District Court for the Southern District of Indiana and sought
declaratory and injunctive relief. The parties subsequently negotiated an
agreement under which the dispute would be litigated on an expedited basis in
the Northern District of Illinois without Guidant or ACS as parties. On December
13, 2001, the Indiana case was dismissed and Cook filed a similar suit in the


                                       17
<PAGE>
U.S. District Court for the Northern District of Illinois seeking declaratory
and injunctive relief. The Company answered the complaint on December 26, 2001,
denying the allegations and filed counterclaims seeking declaratory and
injunctive relief. On February 28, 2002, the Court dismissed certain claims and
on June 27, 2002, found in favor of the Company, ruling that Cook breached the
Agreement. On July 15, 2002, the Company filed a motion seeking a permanent
injunction prohibiting any activities under the Agreement and to enjoin the use
of the clinical data and technologies developed by Cook or Guidant in violation
of the Agreement. On October 1, 2002, the Court granted the Company's request
for a permanent injunction. Cook has appealed the decision to the U.S. Court of
Appeals for the Seventh Circuit, and both Cook and Guidant have moved the
appellate court to stay all or part of the permanent injunction.

On July 30, 2002, Guidant and Cook Group Incorporated, the parent of Cook,
announced their agreement to merge Cook Group Incorporated into a wholly-owned
subsidiary of Guidant. On the same day, Guidant filed suit against the Company
seeking a declaratory judgment that upon completion of the merger, the license
under the Agreement may be assigned or sublicensed by Cook to ACS and that ACS
is entitled to use the information, data or technology generated or gathered for
the purposes of obtaining regulatory approval for a coronary stent utilizing the
Angiotech technology. The Company has answered the complaint and counterclaimed
for declaratory and injunctive relief alleging that Guidant is tortiously
interfering with Cook's performance under the Agreement.

On June 30, 1998, Cook filed suit in the Regional Court, Dusseldorf Division for
Patent Disputes, in Dusseldorf, Germany against the Company alleging that the
Company's Passager(TM) peripheral vascular stent graft and Vanguard(TM)
endovascular aortic graft products infringe the same Cook patent. A hearing was
held on July 22, 1999, and a decision was received in September 1999 finding
that the Company's products infringe the Cook patent. The Company appealed the
decision. A hearing originally scheduled for August 2001 has been postponed
pending the outcome of a nullity action filed by the Company against the patent.
A hearing is scheduled for March 27, 2003.

On August 2, 1999, the Company filed suit against Cook and a subsidiary of Cook
alleging that Cook's Zenith stent infringed a German utility model held by the
Company. The suit was filed in the District Court for Dusseldorf, Germany. On
May 5, 2000, judgment was rendered in favor of the Company and on June 20, 2000,
Cook appealed the decision. A hearing in the Dusseldorf Appeals Court is
scheduled for December 12, 2002.

OTHER PATENT LITIGATION

On July 28, 2000, Dr. Tassilo Bonzel filed a complaint naming certain of the
Company's Schneider Worldwide subsidiaries and Pfizer Inc. (Pfizer) and certain
of its affiliates as defendants, alleging that Pfizer failed to pay Dr. Bonzel
amounts owed under a license agreement involving Dr. Bonzel's patented
Monorail(TM) technology. The suit was filed in the District Court for the State
of Minnesota seeking monetary relief. On September 26, 2001, Dr. Bonzel and the
Company reached a contingent settlement involving all but one claim asserted in
the complaint. On December 17, 2001, the remaining claim was dismissed without
prejudice with leave to refile the suit in Germany. The contingency has been
satisfied and the settlement is now final.


                                       18
<PAGE>
On September 12, 2002, EV3 filed suit against The Regents of the University of
California and a subsidiary of the Company in the District Court of The Hague,
Netherlands, seeking a declaration that its EDC II and VDS embolic coil products
do not infringe three patents licensed by the Company from The Regents of the
University of California. A hearing has been scheduled for May 16, 2003.

On July 9, 2002, the Company and University of Kansas filed suit against RITA
Medical Systems, Inc. (RITA) alleging that certain of its products infringe a
patent owned by the University and licensed to the Company. The suit was filed
in the U.S. District Court for the Northern District of California seeking
monetary and injunctive relief.

On October 16, 2002, RadioTherapeutics Corporation (RTC), a subsidiary of the
Company, filed an appeal to the U.S. District Court for the Northern District of
California regarding a U.S. Patent and Trademark Office (USPTO) decision in an
earlier interference proceeding involving a patent owned by RITA. The USPTO had
found that neither RTC nor RITA was entitled to the contested claim.

LITIGATION WITH MEDINOL LTD.

On April 22, 2002, Medinol filed suit against Boston Scientific Medizintechnik
GmbH, a German subsidiary of the Company, alleging the Company's EXPRESS(TM)
stent infringes certain German patents and utility models owned by Medinol. The
suit was filed in Dusseldorf, Germany. On July 11, 2002, a default judgment was
entered against the subsidiary and on July 12, 2002, the subsidiary appealed the
judgment and requested that the case be heard on the merits. On August 1, 2002,
the Court agreed to hear the case. Hearings have been scheduled for May 15 and
27, 2003.

On September 10, 2002, the Company filed suit against Medinol alleging Medinol's
NIRFlex(TM) and NIRFlex(TM) Royal products infringe two patents owned by the
Company. The suit was filed in Dusseldorf, Germany seeking monetary and
injunctive relief.

On September 25, 2002, the Company filed suit against Medinol alleging Medinol's
NIRFlex(TM) and NIRFlex(TM) Royal products infringe a patent owned by the
Company. The suit was filed in the District Court of The Hague, Netherlands
seeking cross-border, monetary and injunctive relief.

OTHER PROCEEDINGS

In October 1998, the Company recalled its NIR ON(R) Ranger(TM) with Sox(TM)
coronary stent delivery system following reports of balloon leaks. In November
1998, the U.S. Department of Justice began a federal grand jury investigation
regarding the shipment and sale of the NIR ON(R) Ranger(TM) with Sox(TM) stent
delivery system and other aspects of the Company's relationship with Medinol,
the vendor of the stent. The Company and two senior officials have been advised
that they are targets of the investigation, but that no final decision has been
made with respect to any potential charges. The Department solicited
presentations from the Company and the officials, and both the Company and the
officials have had the opportunity to present in part their view of the facts
and law relevant to the investigation. The Company believes that it will
ultimately be demonstrated that the Company and its officials acted responsibly
and appropriately.


                                       19
<PAGE>
On January 10, 2002 and January 15, 2002, Alan Schuster and Antoinette Loeffler,
respectively, putatively initiated shareholder derivative lawsuits for and on
behalf of the Company in the U.S. District Court for the Southern District of
New York against the Company's then current directors and the Company as nominal
defendant. Both complaints allege, among other things, that with regard to the
Company's relationship with Medinol, the defendants breached their fiduciary
duties to the Company and its shareholders in the management and affairs of the
Company, and in the use and preservation of the Company's assets. The suits seek
a declaration of the directors' alleged breach, damages sustained by the Company
as a result of the alleged breach, monetary and injunctive relief. On October
18, 2002, the plaintiffs filed a consolidated amended complaint naming two
senior officials as defendants and the Company as nominal defendant. The Company
and other defendants have not yet answered the complaint.

On October 31, 2000, the Federal Trade Commission (FTC) filed suit against the
Company for alleged violations of a Consent Order dated May 5, 1995, pursuant to
which the Company had licensed certain intravascular ultrasound technology to
Hewlett-Packard Company (HP). The suit was filed in the U.S. District Court for
the District of Massachusetts seeking civil penalties and injunctive relief. The
Company filed a motion to dismiss the complaint and the FTC filed a motion for
summary judgment. On October 5, 2001, the Court dismissed three of the five
claims against the Company and granted summary judgment of liability in favor of
the FTC on the two remaining claims. A trial on a civil penalty, together with
post-trial briefing, has been completed. A decision has not yet been rendered.

Further, product liability claims against the Company may be asserted in the
future related to events not known to management at the present time. As a
result of current economic factors impacting the insurance industry, at the
beginning of the third quarter of 2002, the Company elected to become
substantially self-insured with respect to general and product liability claims.
Losses for claims in excess of the limits of purchased insurance would be
recorded at the time and to the extent they are probable and estimable.
Management believes that the Company's risk management practices, including
limited insurance coverage, are reasonably adequate to protect against
anticipated general and product liability losses. However, unanticipated
catastrophic losses could have a material adverse impact on the Company's
financial position, results of operations and liquidity.


                                       20
<PAGE>
Note L - Segment Reporting

Boston Scientific is a worldwide developer, manufacturer and marketer of medical
devices for less invasive procedures. The Company has four reportable operating
segments based on geographic regions: the United States, Europe, Japan and
Inter-Continental. Each of the Company's reportable segments generates revenue
from the sale of minimally invasive medical devices. The reportable segments
represent an aggregate of operating divisions.

Sales and operating results of reportable segments are based on internally
derived standard foreign exchange rates, which may differ from year to year and
do not include inter-segment profits. The segment information presented for 2001
has been restated based on the Company's standard foreign exchange rates used
for 2002. Because of the interdependence of the reportable segments, the
operating profit as presented may not be representative of the geographic
distribution that would occur if the segments were not interdependent.

<TABLE><CAPTION>
                                        United                                    Inter-
(In millions)                           States        Europe         Japan      Continental     Total
------------------------------------------------------------------------------------------------------
<S>                                    <C>           <C>           <C>           <C>           <C>
Three months ended September 30, 2002
  Net sales                             $  431        $  100        $  120        $   58        $  709
  Operating income excluding
    special charges and credits            152            37            69            17           275

Three months ended September 30, 2001
  Net sales                             $  403        $   85        $  131        $   48        $  667
  Operating income excluding
    special charges                        136            24            81             5           246

Nine months ended September 30, 2002
  Net sales                             $1,256        $  315        $  364        $  166        $2,101
  Operating income excluding
    special charges and credits            432           111           210            45           798

Nine months ended September 30, 2001
  Net sales                             $1,197        $  271        $  381        $  132        $1,981
  Operating income excluding
    special charges                        424            76           227             7           734
</TABLE>

A reconciliation of the totals reported for the reportable segments to the
applicable line items in the consolidated financial statements is as follows:
<TABLE><CAPTION>
                                                           Three Months Ended              Nine Months Ended
                                                              September 30,                   September 30,
(In millions)                                             2002            2001            2002            2001
----------------------------------------------------------------------------------------------------------------
<S>                                                     <C>             <C>             <C>             <C>
Net sales:
       Total net sales for reportable segments           $   709         $   667         $ 2,101         $ 1,981
       Foreign exchange                                       13               3               4              15
                                                         -------         -------         -------         -------
                                                         $   722         $   670         $ 2,105         $ 1,996
                                                         =======         =======         =======         =======
Income (loss) before income taxes:
       Total operating income for reportable segments
          excluding special charges and credits          $   275         $   246         $  798          $   734
       Manufacturing operations                              (43)            (23)          (135)             (72)
       Corporate expenses and foreign exchange               (85)           (111)          (264)            (389)
       Purchased research and development                                    (10)           (45)            (277)
       Litigation settlements, net                            99                             99
       Restructuring charges                                                                                  (4)
                                                         -------         -------         -------         -------
                                                             246             102             453              (8)
       Other expense, net                                    (11)            (15)            (47)            (44)
                                                         -------         -------         -------         -------
                                                         $   235         $    87         $   406         $   (52)
                                                         =======         =======         =======         =======
</TABLE>
                                       21
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

OVERVIEW

Boston Scientific Corporation (the Company) is a worldwide developer,
manufacturer and marketer of medical devices that are used in a broad range of
interventional medical specialties. The Company's mission is to improve the
quality of patient care and the productivity of health care delivery through the
development and advocacy of less-invasive medical devices and procedures. This
is accomplished through the continuing refinement of existing products and
procedures and the investigation and development of new technologies that can
reduce risk, trauma, cost, procedure time and the need for aftercare. The
Company's approach to innovation combines internally developed products and
technologies with those obtained externally through strategic acquisitions and
alliances.

The Company's products are used in a broad range of interventional medical
specialties, including interventional cardiology, electrophysiology,
gastroenterology, neurovascular intervention, pulmonary medicine, interventional
radiology, oncology, urology, gynecology and vascular surgery.

RESULTS OF OPERATIONS

FINANCIAL SUMMARY

THREE MONTHS ENDED SEPTEMBER 30, 2002

Net sales for the third quarter of 2002 were $722 million as compared to $670
million in the third quarter of 2001, an increase of 8 percent. Excluding the
favorable impact of $10 million in foreign currency fluctuations, net sales were
$712 million, an increase of 6 percent. The reported net income for the quarter
ended September 30, 2002 was $161 million, or $0.39 per share (diluted), as
compared to $58 million, or $0.14 per share, in the third quarter of 2001. The
reported results for the third quarter of 2002 include an after-tax credit of
$62 million for net amounts received in connection with the previously announced
settlements of litigation related to rapid exchange catheter technology. The
reported results for the third quarter of 2001 include after-tax charges of $20
million, which include costs associated with the Company's global operations
plan and purchased research and development. Exclusive of these amounts, net
income for the third quarter of 2002 was $99 million, or $0.24 per share
(diluted), as compared to net income of $78 million, or $0.19 per share, in the
third quarter of 2001.


                                       22
<PAGE>
                                                   Three Months Ended
                                        September 30, 2002    September 30, 2001
(In millions)                            Net Income   EPS      Net Income   EPS
                                         ----------  -----    ----------  ------

As reported                                $161      $0.39       $58      $0.14
After-tax charges and credits:
   Purchased research and development                             10       0.02
   Global operations plan costs                                   10       0.03
   Litigation settlements, net              (62)     (0.15)
                                          -----------------    -----------------
Subtotal: After-tax charges and credits    $(62)    $(0.15)      $20      $0.05

Excluding after-tax charges and credits    $ 99     $ 0.24       $78      $0.19


NINE MONTHS ENDED SEPTEMBER 30, 2002

Net sales for the nine months ended September 30, 2002 were $2,105 million as
compared to $1,996 million for the nine months ended September 30, 2001, an
increase of 5 percent. Without the adverse impact of $11 million due to foreign
currency fluctuations, net sales for the nine months ended September 30, 2002
totaled $2,116 million, an increase of 6 percent. The reported net income for
the nine months ended September 30, 2002 was $268 million, or $0.65 per share
(diluted), as compared to a reported net loss of $119 million, or $0.30 per
share, for the nine months ended September 30, 2001. The reported results for
the nine months ended September, 30 2002 include net after-tax charges of $15
million, which include costs associated with the Company's global operations
plan, purchased research and development primarily associated with the
acquisition of Enteric Medical Technologies, Inc. (EMT), and an endowment to
fund a newly created philanthropic foundation. These charges were partially
offset by net amounts received in connection with the previously announced
settlements of litigation related to rapid exchange catheter technology. The
reported results for the nine months ended September, 30 2001 include after-tax
charges of $360 million, which include costs associated with the Company's
global operations plan, purchased research and development, a write-down of
intangible assets and a provision for excess NIR(R) coronary stent inventories.
Exclusive of these amounts, net income for the nine months ended September 30,
2002 was $283 million, or $0.69 per share (diluted), as compared to net income
of $241 million, or $0.60 per share, for the nine months ended September 30,
2001.


                                                   Nine Months Ended
                                       September 30, 2002   September 30, 2001
(In millions)                           Net Income   EPS     Net Income   EPS
                                        ----------  -----    ----------  ------
As reported                               $ 268     $0.65      $(119)    $(0.30)
After-tax charges and credits:
   Purchased research and development        45      0.11        277       0.70
   Global operations plan costs              20      0.05         32       0.08
   Foundation contribution                   12      0.03
   Litigation settlements, net              (62)    (0.15)
   Provision for excess NIR(R) stent
     inventories                                                  34       0.08
   Write-down of intangible assets                                17       0.04
                                         -----------------    ------------------
Subtotal: After-tax charges and credits    $ 15     $0.04       $360      $0.90

Excluding after-tax charges and credits    $283     $0.69       $241      $0.60


                                       23
<PAGE>
NET SALES
During the third quarter of 2002, United States (U.S.) revenues increased
approximately 7 percent relative to the third quarter of 2001 to $431 million,
while international revenues increased approximately 9 percent relative to the
third quarter of 2001 to $291 million. During the nine months ended September
30, 2002, U.S. revenues increased approximately 5 percent to $1,256 million and
international revenues increased approximately 6 percent to $849 million
compared to the same period in the prior year. For the three and nine months
ended September 30, 2002, U.S. revenues increased primarily due to revenue
growth in the Company's Endosurgery product lines and increased sales of the
Cutting Balloon(TM) catheter, partially offset by decreases in NIR(R) coronary
stent sales. Third quarter U.S. sales were also impacted by the launch of the
Company's internally developed Express2(TM) coronary stent in the U.S., more
than offset by the decrease in NIR(R) coronary stent sales. Without coronary
stents, U.S. revenues grew 9 percent and 11 percent during the third quarter and
nine months ended September 30, 2002, respectively.

The increase in international revenues for the three and nine months ended
September 30, 2002 was primarily due to growth in the Company's Endoscopy
product lines and increased sales of coronary stents within the Company's Europe
and Inter-Continental operating segments, partially offset by decreases in
NIR(R) coronary stent sales and coronary balloon sales in Japan. Without
coronary stents, international revenues grew 8 percent and 13 percent on a
constant currency basis during the three and nine months ended September 30,
2002, respectively.

The following tables provide sales by region and relative change on an actual
and constant foreign currency basis for the three and nine months ended
September 30, 2002 and 2001, respectively.

                        Three Months Ended                  Change
                           September 30,          At Actual        At Constant
(In millions)           2002          2001      Currency Basis    Currency Basis
                        ----          ----      --------------    --------------
United States         $  431        $  403             7%                7%
Europe                   109            84            30%               17%
Japan                    126           134            (6%)              (8%)
Inter-Continental         56            49            14%               23%
                      ------        ------          -----             -----
   Worldwide          $  722        $  670             8%                6%
                      ======        ======          =====             =====


                         Nine Months Ended                  Change
                           September 30,          At Actual        At Constant
(In millions)           2002          2001      Currency Basis    Currency Basis
                        ----          ----      --------------    --------------
United States         $1,256        $1,197             5%                5%
Europe                   323           268            21%               16%
Japan                    362           394            (8%)              (4%)
Inter-Continental        164           137            20%               27%
                      ------        ------          -----             -----
   Worldwide          $2,105        $1,996             5%                6%
                      ======        ======          =====             =====


                                       24
<PAGE>
The following tables provide worldwide sales by division and relative change on
an actual and constant foreign currency basis for the three and nine months
ended September 30, 2002 and 2001, respectively.

                        Three Months Ended                  Change
                           September 30,          At Actual        At Constant
(In millions)           2002          2001      Currency Basis    Currency Basis
                        ----          ----      --------------    --------------
SCIMED                $  416         $ 402             3%                2%
EPT                       26            21            24%               17%
Target                    40            36            11%                6%
                      ------        ------          -----             -----
   CARDIOVASCULAR     $  482        $  459             5%                3%

Medi-tech             $   58        $   55             5%                6%
Endoscopy                130           113            15%               14%
Urology                   52            43            21%               19%
                      ------        ------          -----             -----
   ENDOSURGERY        $  240        $  211            14%               13%
                      ------        ------          -----             -----
Worldwide             $  722        $  670             8%                6%
                      ======        ======          =====             =====


                         Nine Months Ended                  Change
                           September 30,          At Actual        At Constant
(In millions)           2002          2001      Currency Basis    Currency Basis
                        ----          ----      --------------    --------------
SCIMED                $1,218        $1,206             1%                2%
EPT                       74            59            25%               24%
Target                   123           113             9%                9%
                      ------        ------          -----             -----
   CARDIOVASCULAR     $1,415        $1,378             3%                3%

Medi-tech             $  170         $ 160             6%                9%
Endoscopy                378           334            13%               13%
Urology                  142           124            15%               14%
                      ------        ------          -----             -----
   ENDOSURGERY        $  690         $ 618            12%               12%
                      ------        ------          -----             -----
Worldwide             $2,105        $1,996             5%                6%
                      ======        ======          =====             =====

GROSS PROFIT
Gross profit as a percentage of net sales increased to 70.8 percent in the third
quarter of 2002 from 68.1 percent in the third quarter of 2001, and increased to
69.5 percent for the nine months ended September 30, 2002 from 64.7 percent for
the same period in the prior year. Excluding charges for expenses associated
with the global operations plan and a $49 million provision recorded in the
second quarter of 2001 for excess NIR(R) stent inventories, gross margins
improved to 70.8 percent in the third quarter of 2002 from 70.1 percent in the
third quarter of 2001, and improved to 70.8 percent for the nine months ended
September 30, 2002 from 69.3 percent for the same period in the previous year.
The increase in gross margin for the three and nine months ended September 30,
2002 is primarily due to operational cost improvements achieved through the
Company's global operations plan and to shifts in the Company's product sales
mix, primarily due to sales of the Express coronary stent, partially offset by
revenue declines in Japan.


                                       25
<PAGE>
SELLING, GENERAL AND ADMINISTRATIVE (SG&A) EXPENSES
SG&A expenses as a percentage of sales decreased to approximately 34 percent of
sales in the third quarter of 2002 from 35 percent in the third quarter of 2001,
and increased approximately $17 million to $249 million. SG&A expenses as a
percentage of sales increased to 35 percent of sales for the nine months ended
September 30, 2002 from 34 percent for the nine months ended September 30, 2001
and increased approximately $49 million to $736 million. The increase in
expenses in 2002 is primarily attributable to costs associated with businesses
acquired in 2002 and 2001 and to costs incurred to expand and strengthen the
Company's field sales force.

AMORTIZATION EXPENSE
Amortization expense decreased to $19 million in the third quarter of 2002 from
$30 million in the third quarter of 2001 and decreased as a percentage of sales
to 3 percent from 4 percent. Amortization expense decreased to $53 million for
the nine months ended September 30, 2002 from $105 million during the nine
months ended September 30, 2001 and decreased as a percentage of sales to 3
percent from 5 percent. The decrease in expense dollars for the third quarter is
due to the adoption on January 1, 2002 of Financial Accounting Standards Board
(FASB) Statement No. 142, "Goodwill and Other Intangible Assets". The decrease
for the nine months ended September 30, 2002 is primarily a result of a $24
million pre-tax write-down of intangible assets in the second quarter of 2001
and the adoption of Statement No. 142. As a result of adoption of Statement No.
142, the Company realized a pre-tax benefit of approximately $12 million and $35
million of amortization reductions for goodwill and indefinite-lived intangible
assets in the third quarter and for the nine months ended September 30, 2002,
respectively. This benefit was partially offset by amortization of intangible
assets related to businesses acquired in 2002 and 2001. During the second
quarter of 2002, the Company completed the initial impairment review required by
Statement No. 142; the Company did not recognize any impairment losses as a
result of this review.

ROYALTIES
Royalties decreased to $9 million in the third quarter of 2002 from $10 million
in the third quarter of 2001 and remained approximately 1 percent of sales.
Royalties decreased to $26 million for the nine months ended September 30, 2002
from $28 million for the nine months ended September 30, 2001 and remained
approximately 1 percent of sales. The Company continues to enter into strategic
technological alliances, some of which include royalty commitments.

RESEARCH AND DEVELOPMENT (R&D) EXPENSE
R&D expense increased 21 percent to $87 million in the third quarter of 2002
from $72 million in the third quarter of 2001 and increased as a percentage of
sales to 12 percent from 11 percent. R&D expense increased 25 percent to $248
million for the nine months ended September 30, 2002 from $199 million for the
nine months ended September 30, 2001 and increased as a percentage of sales to
12 percent from 10 percent. The increase in research and development expense is
primarily due to investment in development and clinical trials relating to the
Company's TAXUS(TM) drug-eluting stent program and to investment in development
programs acquired in connection with the Company's business combinations
consummated in 2001, primarily related to the Embolic Protection, Inc.
Filterwire(TM) and the Interventional Technologies, Inc. (IVT) Cutting
Balloon(TM) technologies.


                                       26
<PAGE>
The TAXUS program is a series of clinical studies designed to collect data on
Boston Scientific's proprietary paclitaxel-eluting stent technology for reducing
coronary restenosis, the growth of tissue within an artery after angioplasty and
stenting. Paclitaxel, the active component of a popular chemotherapeutic agent,
has demonstrated promising results in pre-clinical and clinical studies for
reducing the processes leading to restenosis. The comprehensive TAXUS program
positions Boston Scientific to obtain CE approval to launch paclitaxel-eluting
stents in European and other international markets in late 2002 or early 2003;
to launch in the U.S. in late 2003; and to launch in Japan in early 2005,
subject to regulatory approvals.

The TAXUS I trial confirmed safety and reported zero thrombosis and zero
restenosis. Clinical follow-up through 12 months continues to show favorable
results. The TAXUS II trial is the Company's first large drug-eluting stent
trial and reported final, six-month results in September 2002 at the annual
Transcatheter Cardiovascular Therapeutics symposium, convincingly demonstrating
both safety and efficacy in reducing coronary restenosis. The TAXUS II trial
consisted of two sequential cohorts, a slow-release formulation and
moderate-release formulation. The slow-release formulation cohort reported an
in-stent binary restenosis rate of 2.3 percent and an in-segment binary
restenosis rate of 5.5 percent. The moderate-release formulation cohort reported
an in-stent binary restenosis rate of 4.7 percent and an in-segment binary
restenosis rate of 8.6 percent. Although not specifically studied, combined
results from the two cohorts, excluding restenosis occurring in non-study stents
and in gaps between stents, reflect an in-stent restenosis rate of 1.2 percent
and an in-segment restenosis rate of 4.7 percent. The TAXUS III trial is a
single-arm registry examining the feasibility of implanting up to two
paclitaxel-eluting stents for the treatment of in-stent restenosis. The trial
enrolled patients with complex vascular disease having recurrent occlusion in a
stent, who have an increased probability of restenosis. The TAXUS III trial
reported final six-month results in May 2002, with no stent thromboses and no
deaths and an overall binary restenosis rate of 16 percent. The reported
in-stent binary restenosis rate was 4 percent. The TAXUS IV trial completed
enrollment during the second quarter of 2002, and the patients are now in the
follow-up period. TAXUS IV is a pivotal study designed to collect data to
support regulatory filings for U.S. product commercialization; the Company plans
on making its PMA submission to the FDA in the second quarter of 2003. The
prospective, randomized, double-blind trial is designed to assess the safety and
efficacy of a slow-release dose formulation paclitaxel-eluting TAXUS stent
system. In addition, the Company has initiated, or plans to initiate in the
fourth quarter of 2002, separate clinical trials utilizing its slow-release and
moderate-release formulations in patients with complex coronary artery disease.

INTEREST EXPENSE AND OTHER, NET
Interest expense decreased to $10 million in the third quarter of 2002 from $16
million in the third quarter of 2001 and decreased to $32 million for the nine
months ended September 30, 2002 from $46 million for the nine months ended
September 30, 2001. The decrease in interest expense is primarily attributable
to lower average interest rates in the three and nine-month periods ended
September 30, 2002 as compared to the prior year. Other, net, decreased to an
expense of $1 million in the third quarter of 2002 from income of $1 million in
the third quarter of 2001, and decreased to an expense of $15


                                       27
<PAGE>
million for the nine months ended September 30, 2002 from income of $2 million
for the nine months ended September 30, 2001. The nine month change is primarily
due to a charitable donation of $18 million to fund the newly created Boston
Scientific Foundation during the second quarter of 2002. The Boston Scientific
Foundation is a philanthropic organization whose mission is to improve the
health of individuals and communities, and to enhance educational opportunity.

EFFECTIVE TAX RATE
During the third quarter of 2002, the Company changed its estimate of its 2002
effective tax rate, excluding the impact of after-tax special charges and
credits, to 29 percent from 30 percent. The decrease is primarily attributable
to geographic changes in the manufacturing of the Company's products. As a
result of this change, the Company's effective tax rate for the quarter,
excluding the impact of after-tax special charges and credits, was 27 percent.
The cumulative effect of this reduction resulted in an increase in the Company's
net income for the nine months ended September 30, 2002 of $4 million, or $0.01
per share (diluted), of which approximately $3 million represents the impact for
the first half of 2002. Management currently estimates that the 2002 effective
tax rate will remain at approximately 29 percent.

GLOBAL OPERATIONS STRATEGY UPDATE
During 2000, the Company approved and committed to a global operations plan
consisting of a series of strategic initiatives designed to increase
productivity and enhance innovation. The plan includes manufacturing process and
supply chain programs and a plant optimization initiative. The intent of the
plant optimization initiative is to better allocate the Company's resources by
creating a more effective network of manufacturing and research and development
facilities.

During the first half 2002, the Company recorded pre-tax expenses of $23 million
as cost of sales primarily related to transition costs associated with the plant
optimization plan and to abnormal production variances related to underutilized
plant capacity. During the second quarter of 2002, the Company substantially
completed the plant optimization initiative. In addition, during the second
quarter of 2002, the Company recorded a $6 million pre-tax charge to cost of
sales for severance and related costs associated with its global operations
strategy. The approximately 250 affected employees included manufacturing,
manufacturing support and management personnel. The reductions resulted from the
Company's continued achievement of operational efficiencies within its plant
network and its continued effort to reduce costs. At September 30, 2002, the
Company had made cash outlays of approximately $155 million since the inception
of the global operations strategy and had approximately $9 million of accrued
severance and related costs remaining associated with its global operations
strategy initiatives. The accrued costs are expected to be paid by the end of
2003.

The Company estimates that the global operations plan will achieve future
pre-tax operating savings, relative to the base year of 1999, of approximately
$220 million in 2002 and approximately $250 million in annualized savings
thereafter. These savings will be realized primarily as reduced cost of sales.
Savings to date have been partially offset by price erosion and the effects of
foreign currency fluctuations. Additionally, the Company continues to use a
portion of these savings to fund its increased investment in research and
development.

                                       28
<PAGE>
PURCHASED RESEARCH AND DEVELOPMENT
On June 13, 2002, the Company completed its acquisition of the 93 percent of the
outstanding shares of EMT not previously owned by the Company in an all-cash
transaction for an initial payment of approximately $50 million, plus contingent
payments upon achievement of certain milestones. EMT designs, manufactures and
markets Enteryx(TM), a liquid polymer technology for the treatment of
gastroesophageal reflux disease (GERD). The acquisition is intended to expand
the Company's Endosurgery product offerings in the GERD market.

On June 27, 2002, the Company completed its tender offer relating to its
acquisition of the outstanding shares of BEI Medical Systems Company, Inc. (BEI)
in an all-cash transaction for approximately $95 million. BEI designs,
manufactures and markets less-invasive technology used by gynecologists to treat
excessive uterine bleeding due to benign causes. The acquisition is intended to
expand the Company's product offerings in the area of women's health and will
become part of the Company's Endosurgery group.

The Company's acquisitions were accounted for using the purchase method of
accounting. The condensed consolidated financial statements include the
operating results for each acquired entity from its respective date of
acquisition. Pro forma information is not presented, as the acquired companies'
results of operations prior to their date of acquisition are not material,
individually or in the aggregate, to the Company. The EMT acquisition involves
potential earn-out payments based on EMT reaching certain milestones. These
payments would be allocated to specific intangible asset categories with the
remainder assigned to excess of cost over net assets acquired as if the
consideration had been paid as of the date of acquisition.

The aggregate purchase price for each acquisition has been allocated to the
assets acquired and liabilities assumed based on their fair values at the date
of acquisition. The estimated excess of purchase price over the fair value of
the net tangible assets acquired was allocated to identifiable intangible
assets, as valued by an independent appraiser using information and assumptions
provided by management. Based upon these valuations, the Company recorded a
charge of approximately $45 million to account for purchased research and
development related to EMT. The valuation of purchased research and development,
for which management is primarily responsible, represents the estimated fair
value at the date of acquisition related to in-process projects. As of the date
of acquisition, the in-process projects had not yet reached technological
feasibility and had no alternative future uses. The primary basis for
determining the technological feasibility of these projects is obtaining
regulatory approval to market the product. Accordingly, the value attributable
to these projects, which had not yet obtained regulatory approval, was expensed
in conjunction with the acquisition. If the projects are not successful or
completed in a timely manner, the Company may not realize the financial benefits
expected for these projects. Other intangible assets subject to amortization
recorded in connection with the EMT and BEI acquisitions are being amortized on
a straight-line basis ranging from 9 to 25 years.


                                       29
<PAGE>
The income approach was used to establish the fair values of purchased research
and development. This approach establishes fair value by estimating the
after-tax cash flows attributable to the in-process project over its useful life
and then discounting these after-tax cash flows back to a present value. Revenue
estimates were based on estimates of relevant market sizes, expected market
growth rates, expected trends in technology and expected product introductions
by competitors. In arriving at the value of the in-process research and
development projects, the Company considered, among other factors, the
in-process project's stage of completion, the complexity of the work completed
as of the acquisition date, the costs already incurred, the projected costs to
complete, the contribution of core technologies and other acquired assets, the
expected introduction date and the estimated useful life of the technology. The
discount rate used to arrive at a present value as of the date of acquisition
was based on the time value of money and medical technology investment risk
factors. For the purchased research and development programs acquired in
connection with the EMT acquisition, risk-adjusted discount rates ranging from
18 percent to 26 percent were utilized to discount the projected cash flows. The
Company believes that the estimated purchased research and development amounts
so determined represent the fair value at the date of acquisition and do not
exceed the amount a third party would pay for the projects.

The most significant project, relative to the purchased research and development
charge recorded in connection with the EMT acquisition, is the Enteryx(TM)
technology for the treatment of GERD, which represents approximately 87 percent
of the in-process value. Enteryx is a patented liquid polymer for the treatment
of GERD. As of the date of acquisition, the project was expected to be completed
and the product to be commercially available within one to two years, with an
estimated cost to complete of approximately $2 million.

The Company's research and development projects acquired in connection with its
2001 business combinations are generally progressing in line with the estimates
set forth in the Company's 2001 Annual Report on Form 10-K, with the exception
of IVT's next-generation Infiltrator(R) transluminal drug-delivery catheter
project. Due to alternative drug-delivery products available to the Company, the
Company has reduced its future revenue projections for this product. The Company
expects to continue to pursue this and other research and development projects
acquired in connection with its 2001 business combinations and believes it has a
reasonable chance of completing the projects.

OUTLOOK

The worldwide coronary stent market is dynamic and highly competitive with
significant market share volatility. In mid-September 2002, the Company launched
its Express2(TM) coronary stent system in the U.S. The product has been well
received in the market, more than tripling the Company's domestic coronary stent
market share to approximately 19 percent by September 30, 2002.

The introduction of drug-eluting stents is likely to have a significant impact
on the market size for coronary stents and on the distribution of market share
across the industry. Clinical performance, reimbursement levels and product
pricing, among other factors, will impact the size of that market.


                                       30
<PAGE>
It is expected that one of the Company's competitors will launch a drug-eluting
stent into the U.S. market in early 2003, while the Company's drug-eluting stent
product is expected to be launched in the U.S. in the fourth quarter of 2003.
Until the Company launches its drug-eluting stent product, it is likely that its
U.S. coronary stent business will be subject to significant share and price
pressure; however the Company expects to achieve growth in its U.S. coronary
stent business in 2003 compared to the prior year.

The Company has been encouraged by the clinical results to date on its TAXUS
program and believes that drug-eluting stents present a significant opportunity
for growth in its revenues and earnings. The Company's growth opportunities
within the drug-eluting stent market, and its ability to improve operating
margins, may be significantly impacted by the results of its clinical trials,
competitive offerings, the outcome of litigation, the availability of inventory
to meet customer demand and average selling prices. The timing of submission for
and receipt of regulatory approvals to market coronary stents, drug-eluting
stents and peripheral stent platforms in the U.S. and international markets may
also influence the Company's ability to offer competitive stent products.

As the health care environment continues to undergo rapid change, management
expects that it will continue to focus on strategic initiatives and make
additional investments in existing relationships. During the nine months ended
September 30, 2002 and during 2001, the Company consummated several business
acquisitions and strategic alliances. Management believes it has developed a
sound plan to integrate these businesses acquired in 2002 and 2001. The failure
to successfully integrate these businesses could impair the Company's ability to
realize the strategic and financial objectives of these transactions. In
connection with these and other acquisitions consummated during the last five
years, the Company has acquired numerous in-process research and development
platforms. As the Company continues to undertake strategic initiatives, it is
reasonable to assume that it will acquire additional in-process research and
development platforms.

Uncertainty remains with regard to future changes within the health care
industry. The trend toward managed care and economically motivated and more
sophisticated buyers in the U.S. may result in continued pressure on selling
prices of certain products and compression of gross margins. Further, the U.S.
marketplace is increasingly characterized by consolidation among health care
providers and purchasers of medical devices who prefer to limit the number of
suppliers from which they purchase medical products. There can be no assurance
that these entities will continue to purchase products from the Company.

International markets are also being affected by economic pressure to contain
reimbursement levels and health care costs. The Company's profitability from its
international operations may be limited by risks and uncertainties related to
economic conditions in these regions, regulatory and reimbursement approvals,
competitive offerings, infrastructure development, rights to intellectual
property and the ability of the Company to implement its overall business


                                       31
<PAGE>
strategy. Any significant changes in the competitive, political, regulatory,
reimbursement or economic environment where the Company conducts international
operations may have a material impact on revenues and profits, especially in
Japan, given its high profitability relative to its contribution to revenues.
The Company's Japan business is expected to be under continued pressure,
particularly in coronary stents due to the lack of physician acceptance of the
NIR(R) coronary stent platform. Deterioration in the Japanese and/or emerging
markets economies may impact the Company's ability to grow its business and to
collect its accounts receivable in international markets. Additionally, the
trend in countries around the world toward more stringent regulatory
requirements for product clearance, changing reimbursement rates and more
vigorous enforcement activities has generally caused or may cause medical device
manufacturers to experience more uncertainty, greater risk and higher expenses.

These factors may impact the rate at which the Company can grow. However,
management believes that it is positioning the Company to take advantage of
opportunities that exist in the markets it serves.

LIQUIDITY AND CAPITAL RESOURCES

Cash and short-term investments totaled $259 million at September 30, 2002,
compared to $185 million at December 31, 2001. The Company had $140 million of
working capital at September 30, 2002, as compared to $275 million at December
31, 2001. The decrease in working capital is primarily due to an increase in
short-term liabilities reflecting obligations recorded in connection with
litigation settlements and to a decrease in inventory resulting from the
Company's global operations strategy. These reductions were partially offset by
an increase in cash from operations, including litigation settlements. During
the nine months ended September 30, 2002, the Company generated cash from
operating activities of $540 million, including cash received from litigation
settlements. Cash generated by operating activities for the nine months ended
September 30, 2002 were primarily used to fund acquisitions, strategic
alliances, capital expenditures and to reduce the Company's borrowings during
the period.

In August 2002, the Company entered into a revolving credit and security
facility providing for up to $200 million of additional borrowing capacity
secured by the Company's domestic trade accounts receivable. The maximum amount
available for borrowing under this facility changes based upon the amount of
eligible receivables, concentration of eligible receivables and other factors.
At September 30, 2002, $159 million was outstanding under this facility and bore
interest at asset-backed commercial paper rates plus 0.35 percent, or
approximately 2.2 percent at September 30, 2002. Certain significant changes in
the quality of the Company's receivables may cause an amortization event under
this facility. An amortization event may require the Company to immediately
repay borrowings under the facility. The financing structure required the
Company to create a wholly owned special purpose entity, which is consolidated
by the Company. This entity purchases receivables from the Company and then
borrows from two third-party financial institutions using U.S. trade accounts
receivable as collateral. The transactions remain on the Company's balance sheet
because the Company has the right to prepay any borrowings


                                       32
<PAGE>
outstanding, allowing the Company to retain effective control over the
receivables. Accordingly, pledged receivables and the corresponding borrowings
are included as trade-accounts receivable, net and bank obligations,
respectively, on the accompanying condensed consolidated balance sheets.

The Company had approximately $286 million and $99 million of commercial paper
outstanding at September 30, 2002 and December 31, 2001, respectively. In
addition, the Company had approximately $125 million and $547 million in
unsecured revolving credit facility borrowings outstanding at September 30, 2002
and December 31, 2001, respectively. At September 30, 2002, the revolving credit
facilities totaled approximately $1.6 billion, consisting of a $1 billion credit
facility that terminates in May 2003 and a $600 million credit facility that
terminates in August 2006.

The Company has the ability to refinance a portion of its short-term debt on a
long-term basis through its revolving credit facilities. The Company expects a
minimum of $306 million of its short-term borrowings, including $286 million of
commercial paper and $20 million of bank obligations, will remain outstanding
beyond the next twelve months and, accordingly, has classified this portion as
long-term borrowings at September 30, 2002, compared to $471 million of bank
obligations classified as long-term at December 31, 2001.

During the first quarter of 2002, the Company repaid 6 billion Japanese yen
(translated to approximately $45 million at the date of repayment and $46
million at December 31, 2001) of borrowings outstanding with a syndicate of
Japanese banks.

The Company has recognized net deferred tax assets aggregating $198 million at
September 30, 2002 and $131 million at December 31, 2001. The assets relate
principally to the establishment of inventory and product-related reserves,
purchased research and development and net operating loss carryforwards. In
light of the Company's historical financial performance, the Company believes
that these assets will be substantially recovered.

During the third quarter of 2002, the Company entered into an agreement to
settle a number of patent infringement lawsuits between the Company and
Medtronic, Inc. The settlement resolved the Company's damage claims against
Medtronic arising out of a German court case and a previous U.S. arbitration
proceeding involving Medtronic rapid exchange stent delivery systems and
angioplasty dilatation balloon catheters. In accordance with the settlement
agreement, during the third quarter of 2002, Medtronic paid the Company
approximately $175 million to settle damage award claims for past infringement.
In addition, during the third quarter of 2002, the Company recorded a net $76
million accrual in accordance with a 2001 settlement agreement. These amounts
are shown as litigation settlements, net on the accompanying condensed
consolidated statements of operations.

Certain of the Company's acquisition transactions involve earn-out payments
based on the acquired companies reaching certain performance and other
milestones. During the fourth quarter of 2002, the Company expects to make
earn-out payments of approximately $150 million related to these acquisitions.
The Company anticipates revenues of approximately $200 million for 2002


                                       33
<PAGE>
associated with its 2001 and 2002 acquisitions. In addition, the Company expects
to complete its acquisition of Smart Therapeutics, Inc. (Smart) in the fourth
quarter of 2002 for an initial payment of $50 million, plus contingent payments
upon achievement of certain milestones.

The Company expects to incur capital expenditures of approximately $25 million
during the remainder of 2002. The Company expects that its cash and cash
equivalents, marketable securities, cash flows from operating activities and
borrowing capacity will be sufficient to meet its projected operating cash
needs, including anticipated capital expenditures, acquisition-related payments,
other strategic initiatives and known settlement obligations.

LEGAL PROCEEDINGS
The Company is involved in various legal proceedings, including patent
infringement and product liability suits, from time to time in the normal course
of business. In management's opinion, the Company is not currently involved in
any legal proceeding other than those specifically identified in Note K to the
condensed consolidated financial statements contained herein, Note J to the
Company's quarterly report on Form 10-Q for the quarter ended June 30, 2002,
Note H to the Company's quarterly report on Form 10-Q for the quarter ended
March 31, 2002 and the consolidated financial statements contained in the
Company's 2001 Annual Report on Form 10-K which, individually or in the
aggregate, could have a material effect on the financial condition, operations
and/or cash flows of the Company. Additionally, legal costs associated with
asserting the Company's patent portfolio and defending against claims that the
Company's products infringe the intellectual property of others are significant,
and legal costs associated with non-patent litigation and compliance activities
are rising. Depending on the prevalence, significance and complexity of these
matters, the Company's legal provision could be adversely affected in the
future. As of September 30, 2002 the range of loss for reasonably possible
contingencies that can be estimated is not material.

Further, product liability claims against the Company may be asserted in the
future related to events not known to management at the present time. As a
result of current economic factors impacting the insurance industry, at the
beginning of the third quarter of 2002, the Company elected to become
substantially self-insured with respect to general and product liability claims.
Losses for claims in excess of the limits of purchased insurance would be
recorded at the time and to the extent they are probable and estimable.
Management believes that the Company's risk management practices, including
limited insurance coverage, are reasonably adequate to protect against
anticipated general and product liability losses. However, unanticipated
catastrophic losses could have a material adverse impact on the Company's
financial position, results of operations and liquidity.


                                       34
<PAGE>
CAUTIONARY STATEMENTS FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995

This report contains forward-looking statements. The Company desires to take
advantage of the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995 and is including this statement for the express purpose of
availing itself of the protections of the safe harbor with respect to all
forward-looking statements. Forward-looking statements discussed in this report
include, but are not limited to, statements with respect to, and the Company's
performance may be affected by:

     o    volatility in the coronary stent market, competitive offerings and the
          timing of submission for and receipt of regulatory approvals to market
          TAXUS drug-eluting stents and other coronary and peripheral stent
          platforms;

     o    the Company's ability to timely launch the Express(TM) Coronary stent
          in the Japanese market and the TAXUS drug-eluting stent in the U.S.
          and international markets;

     o    the impact of the introduction of drug-eluting stents on the size and
          distribution of share within the coronary stent market in the U.S. and
          around the world;

     o    the Company's ability to capitalize on the opportunity in the
          drug-eluting stent market for significant growth in revenue and
          earnings;

     o    the continued decline in NIR(R) coronary stent sales, particularly in
          Japan, and changes in the mix of the Company's coronary stent
          platforms;

     o    the development and introduction of competing or technologically
          advanced products by the Company's competitors;

     o    the Company's ability to achieve estimated operating savings from the
          global operations plan within its cost estimates;

     o    the Company's ability to continue to increase productivity, achieve
          manufacturing cost declines, gross margin benefits and inventory
          reductions from its manufacturing process and supply chain programs;

     o    the ability of the Company to manage accounts receivable and gross
          margins and to react effectively to the changing managed care
          environment, reimbursement levels and worldwide economic and political
          conditions;

     o    the Company's ability to integrate the BEI and EMT acquisitions and
          the acquisitions consummated in 2001 and the Company's other strategic
          alliances;

     o    the Company's ability to close the Smart acquisition in the fourth
          quarter of 2002;

     o    the Company's ability to generate revenues and other benefits
          associated with the 2001 and 2002 acquisitions and strategic
          alliances;

                                       35
<PAGE>
     o    the Company's ability to successfully complete planned clinical trials
          and to develop and launch products on a timely basis, including
          products resulting from purchased research and development;

     o    the Company's ability to position itself to take advantage of
          opportunities that exist in the markets it serves;

     o    the timing, size and nature of strategic initiatives, market
          opportunities and research and development platforms available to the
          Company;

     o    the Company's ability to maintain its effective tax rate for 2002 and
          to substantially recover its net deferred tax assets;

     o    the ability of the Company to meet its projected cash needs and to
          maintain its borrowings beyond the next twelve months;

     o    risks associated with international operations;

     o    the potential effect of foreign currency fluctuations on revenues,
          expenses and resulting margins;

     o    the effect of litigation and compliance activities on the Company's
          loss contingency, legal provision and cash flow; and

     o    the impact of stockholder, patent, product liability, Federal Trade
          Commission, Medinol and other litigation, as well as the outcome of
          the U.S. Department of Justice investigation.

Several important factors, in addition to the specific factors discussed in
connection with each forward-looking statement individually, could affect the
future results and growth rates of the Company and could cause those results and
rates to differ materially from those expressed in the forward-looking
statements contained in this report. These additional factors include, among
other things, future economic, competitive, reimbursement and regulatory
conditions, new product introductions, demographic trends, third-party
intellectual property, financial market conditions and future business decisions
of the Company and its competitors, all of which are difficult or impossible to
predict accurately and many of which are beyond the control of the Company.
Therefore, the Company wishes to caution each reader of this report to consider
carefully these factors as well as the specific factors discussed with each
forward-looking statement in this report and as disclosed in the Company's
filings with the Securities and Exchange Commission. These factors, in some
cases, have affected, and in the future (together with other factors) could
affect, the ability of the Company to implement its business strategy and may
cause actual results to differ materially from those contemplated by the
statements expressed in this report.

                                       36
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company had foreign currency derivative instruments outstanding in the
notional amounts of $1,127 million and $845 million as of September 30, 2002 and
December 31, 2001, respectively. The Company has recorded $18 million of assets
and $12 million of liabilities to recognize the fair value of these instruments
at September 30, 2002, compared to $76 million of assets at December 31, 2001.
The change in the fair value of these instruments is primarily due to
fluctuations in foreign currency exchange rates. As of September 30, 2002, a 10
percent increase in the U.S. dollar's value relative to the hedged foreign
currencies would increase the derivative instruments' fair value by
approximately $87 million. As of September 30, 2002, a 10 percent decrease in
the U.S. dollar's value relative to the hedged foreign currencies would decrease
the derivative instruments' fair value by approximately $79 million. Any
increase or decrease in the fair value of the Company's foreign exchange rate
sensitive derivative instruments would be substantially offset by a
corresponding decrease or increase in the fair value of the hedged underlying
asset, liability or cash flow.

The Company had interest rate swap contracts outstanding in the notional amount
of $562 million and $557 million at September 30, 2002 and December 31, 2001,
respectively. The Company has recorded approximately $17 million of other
long-term assets and $15 million of other long-term liabilities to recognize the
fair value of these instruments at September 30, 2002 and December 31, 2001,
respectively. As of September 30, 2002, a 100 basis point increase in global
interest rates would decrease the derivative instruments' fair value by $11
million. As of September 30, 2002, a 100 basis point decrease in global interest
rates would increase the derivative instruments' fair value by $11 million. Any
increase or decrease in the fair value of the Company's interest rate sensitive
derivative instruments would be substantially offset by a corresponding decrease
or increase in the fair value of the hedged underlying liability.


ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Within 90 days prior to the date of this report (the Evaluation Date), the
Company conducted an evaluation, under the supervision of its President and
Chief Executive Officer and Senior Vice President - Finance & Administration and
Chief Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures. Based on this evaluation, the
Company's President and Chief Executive Officer and Senior Vice President -
Finance & Administration and Chief Financial Officer concluded that as of the
Evaluation Date, the Company's disclosure controls and procedures are effective
in ensuring that material information relating to the Company required to be
included in the Company's periodic SEC filings was made known to them on a
timely basis. It should be noted that any system of controls is designed to
provide reasonable, but not absolute, assurances that the system will achieve
its stated goals under all reasonably foreseeable circumstances.

CHANGES IN INTERNAL CONTROLS

There were no significant changes in the Company's internal controls, or to the
Company's knowledge, in other factors that could significantly affect the
Company's disclosure controls and procedures subsequent to the Evaluation Date.


                                       37
<PAGE>
                                     PART II
                                OTHER INFORMATION

ITEM 1:   Legal Proceedings

Note K - Commitments and Contingencies to the Company's unaudited condensed
consolidated financial statements contained elsewhere in this Quarterly Report
is incorporated herein by reference.

ITEM 6:   Exhibits and Reports on Form 8-K

          (a)  Exhibits

               10.1    Form of Credit and Security Agreement dated as of August
                       16, 2002 among Boston Scientific Funding Corporation,
                       the Company, Blue Ridge Asset Funding Corporation,
                       Victory Receivables Corporation, The Bank of
                       Tokyo-Mitsubishi Ltd., New York Branch and Wachovia Bank,
                       N.A.
               10.2    Form of Receivables Sale Agreement dated as of August 16,
                       2002 between the Company and each of its Direct or
                       Indirect Wholly-Owned Subsidiaries that Hereafter Becomes
                       a Seller Hereunder, as the Sellers, and Boston Scientific
                       Funding Corporation, as the Buyer
               99.1    Certification of Chief Executive Officer Pursuant to
                       Section 906 of the Sarbanes-Oxley Act of 2002
               99.2    Certification of Chief Financial Officer Pursuant to
                       Section 906 of the Sarbanes-Oxley Act of 2002

          (b)  The following reports were filed during the quarter ended
               September 30, 2002:

               Form 8-K     Date of Event     Description
               --------     -------------     -----------
                Item 9      August 9, 2002    Statements of Principal Executive
                                              Officer and Principal Financial
                                              Officer Under Oath Regarding Facts
                                              and Circumstances Relating to
                                              Exchange Act Filings


                                       38
<PAGE>

                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized on November 14, 2002.


                                    BOSTON SCIENTIFIC CORPORATION


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














                                       39
<PAGE>
                                 CERTIFICATIONS

I, James R. Tobin, certify that:

     1.   I have reviewed this quarterly report on Form 10-Q of Boston
          Scientific Corporation;

     2.   Based on my knowledge, this quarterly report does not contain any
          untrue statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this quarterly report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the registrant as of, and for, the periods presented in
          this quarterly report;

     4.   The registrant's other certifying officers and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
          and we have:

          a)   designed such disclosure controls and procedures to ensure that
               material information relating to the registrant, including its
               consolidated subsidiaries, is made known to us by others within
               those entities, particularly during the period in which this
               quarterly report is being prepared;

          b)   evaluated the effectiveness of the registrant's disclosure
               controls and procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          c)   presented in this quarterly report our conclusions about the
               effectiveness of the disclosure controls and procedures based on
               our evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent evaluation, to the registrant's auditors and the
          audit committee of registrant's board of directors (or persons
          performing the equivalent functions):

          a)   all significant deficiencies in the design or operation of
               internal controls which could adversely affect the registrant's
               ability to record, process, summarize and report financial data
               and have identified for the registrant's auditors any material
               weaknesses in internal controls; and

          b)   any fraud, whether or not material, that involves management or
               other employees who have a significant role in the registrant's
               internal controls; and

     6.   The registrant's other certifying officers and I have indicated in
          this quarterly report whether or not there were significant changes in
          internal controls or in other factors that could significantly affect
          internal controls subsequent to the date of our most recent
          evaluation, including any corrective actions with regard to
          significant deficiencies and material weaknesses.

Date: November 14, 2002                 /s/ James R. Tobin
                                        --------------------------------------
                                        James R. Tobin
                                        President and Chief Executive Officer

                                       40
<PAGE>
                                 CERTIFICATIONS

I, Lawrence C. Best, certify that:

     1.   I have reviewed this quarterly report on Form 10-Q of Boston
          Scientific Corporation;

     2.   Based on my knowledge, this quarterly report does not contain any
          untrue statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this quarterly report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the registrant as of, and for, the periods presented in
          this quarterly report;

     4.   The registrant's other certifying officers and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
          and we have:

          a)   designed such disclosure controls and procedures to ensure that
               material information relating to the registrant, including its
               consolidated subsidiaries, is made known to us by others within
               those entities, particularly during the period in which this
               quarterly report is being prepared;

          b)   evaluated the effectiveness of the registrant's disclosure
               controls and procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          c)   presented in this quarterly report our conclusions about the
               effectiveness of the disclosure controls and procedures based on
               our evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent evaluation, to the registrant's auditors and the
          audit committee of registrant's board of directors (or persons
          performing the equivalent functions):

          a)   all significant deficiencies in the design or operation of
               internal controls which could adversely affect the registrant's
               ability to record, process, summarize and report financial data
               and have identified for the registrant's auditors any material
               weaknesses in internal controls; and

          b)   any fraud, whether or not material, that involves management or
               other employees who have a significant role in the registrant's
               internal controls; and

     6.   The registrant's other certifying officers and I have indicated in
          this quarterly report whether or not there were significant changes in
          internal controls or in other factors that could significantly affect
          internal controls subsequent to the date of our most recent
          evaluation, including any corrective actions with regard to
          significant deficiencies and material weaknesses.

Date: November 14, 2002               /s/ Lawrence C. Best
                                      ------------------------------------------
                                      Lawrence C. Best
                                      Senior Vice President - Finance &
                                      Administration and Chief Financial Officer

                                       41

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>exh10-1_11581.txt
<DESCRIPTION>CREDIT & SECURITY AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.1
                                                                    ------------



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


                                     FORM OF


                          CREDIT AND SECURITY AGREEMENT


                           DATED AS OF AUGUST 16, 2002

                                      AMONG

                     BOSTON SCIENTIFIC FUNDING CORPORATION,
                                  AS BORROWER,

                         BOSTON SCIENTIFIC CORPORATION,
                                  AS SERVICER,

                      BLUE RIDGE ASSET FUNDING CORPORATION,

                        VICTORY RECEIVABLES CORPORATION,

               THE BANK OF TOKYO-MITSUBISHI LTD., NEW YORK BRANCH,
                                AS VICTORY AGENT,

                                       AND

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                 AS BLUE RIDGE AGENT AND AS ADMINISTRATIVE AGENT





--------------------------------------------------------------------------------
<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

ARTICLE I. THE CREDIT..........................................................2

   Section 1.1    The Facility.................................................2

   Section 1.2    Funding Mechanics; Liquidity Fundings........................3

   Section 1.3    Interest Rates...............................................4

   Section 1.4    Payment Dates; Absence of Notes to Evidence Loans............4

   Section 1.5    Prepayments..................................................5

   Section 1.6    Reductions in Aggregate Commitment...........................6

   Section 1.7    Distribution of Certain Notices; Notification of
                  Interest Rates...............................................6

   Section 1.8    Extension of the Scheduled Termination Date..................6

   Section 1.9    Eligible Originators.........................................7

ARTICLE II. BORROWING AND PAYMENT MECHANICS; CERTAIN COMPUTATIONS..............8

   Section 2.1    Request a Borrowing..........................................8

   Section 2.2    Selection of CP Tranche Periods and Interest Periods.........8

   Section 2.3    Computation of Concentration Limits and Outstanding Balance..9

   Section 2.4    Maximum Interest Rate........................................9

   Section 2.5    Payments and Computations, Etc...............................9

   Section 2.6    Non-Receipt of Funds by the Co Agents.......................10

ARTICLE III. SETTLEMENTS......................................................10

   Section 3.1    Monthly Reporting...........................................10

   Section 3.2    Turnover of Collections.....................................11

   Section 3.3    Non-Distribution of Servicing Fee...........................12

   Section 3.4    Deemed Collections..........................................12

   Section 3.5    Treatment of Collections and Deemed Collections.............13

ARTICLE IV. FEES AND YIELD PROTECTION.........................................13

   Section 4.1    Fees........................................................13

   Section 4.2    Yield Protection............................................13

   Section 4.3    Funding Losses..............................................15

ARTICLE V. CONDITIONS OF ADVANCES.............................................15

   Section 5.1    Conditions Precedent to Initial Advance.....................15

   Section 5.2    Conditions Precedent to All Advances........................15

ARTICLE VI. REPRESENTATIONS AND WARRANTIES....................................16

   Section 6.1    Representations and Warranties of the Loan Parties..........16

                                        i
<PAGE>

ARTICLE VII. COVENANTS........................................................23

   Section 7.1    Affirmative Covenants of the Loan Parties...................23

   Section 7.2    Negative Covenants of the Loan Parties......................30

ARTICLE VIII. ADMINISTRATION AND COLLECTION...................................32

   Section 8.1    Designation of Servicer.....................................32

   Section 8.2    Duties of Servicer..........................................33

   Section 8.3    Rights of Administrative Agent..............................34

   Section 8.4    Responsibilities of Borrower................................36

   Section 8.5    Monthly Reports.............................................36

   Section 8.6    Servicing Fee...............................................36

ARTICLE IX. AMORTIZATION EVENTS...............................................36

   Section 9.1    Amortization Events.........................................36

   Section 9.2    Remedies....................................................38

ARTICLE X. INDEMNIFICATION....................................................38

   Section 10.1      Indemnities..............................................38

   Section 10.2      Indemnities by Servicer..................................41

   Section 10.3      Other Costs and Expenses.................................42

   Section 10.4      Taxes....................................................42

ARTICLE XI. THE AGENTS........................................................42

   Section 11.1      Appointment..............................................43

   Section 11.2      Delegation of Duties.....................................43

   Section 11.3      Exculpatory Provisions...................................44

   Section 11.4      Reliance by Agents.......................................44

   Section 11.5      Notice of Events of Default..............................44

   Section 11.6      Non-Reliance on Other Agents and Lenders.................45

   Section 11.7      Indemnification of Agents................................45

   Section 11.8      Agents in their Individual Capacities....................46

   Section 11.9      Conflict Waivers.........................................46

   Section 11.10     UCC Filings..............................................46

ARTICLE XII. ASSIGNMENTS; PARTICIPATIONS......................................47

   Section 12.1      Restrictions on Assignments..............................47

   Section 12.2      Rights of Assignees and Participants.....................48

   Section 12.3      Terms and Evidence of Assignment.........................48

ARTICLE XIII. SECURITY INTEREST...............................................49

   Section 13.1      Grant of Security Interest...............................49

                                       ii
<PAGE>

   Section 13.2      Termination after Final Payout Date......................49

ARTICLE XIV. MISCELLANEOUS....................................................49

   Section 14.1      Waivers and Amendments...................................49

   Section 14.2      Notices..................................................50

   Section 14.3      Ratable Payments.........................................50

   Section 14.4      Protection of Administrative Agent's Security Interest...51

   Section 14.5      Confidentiality..........................................52

   Section 14.6      Bankruptcy Petition; Limitation on Payments..............52

   Section 14.7      Limitation of Liability..................................53

   Section 14.8      CHOICE OF LAW............................................53

   Section 14.9      CONSENT TO JURISDICTION..................................53

   Section 14.10     WAIVER OF JURY TRIAL.....................................54

   Section 14.11     Integration; Binding Effect; Survival of Terms...........54

   Section 14.12     Counterparts; Severability; Section References...........55














                                       iii
<PAGE>

                             EXHIBITS AND SCHEDULES

Exhibit I           Definitions

Exhibit II          Form of Borrowing Request

Exhibit III         Jurisdictions of Organization and Chief Executive Offices of
                    the Loan Parties; Locations of Records; Organizational
                    Identification Numbers

Exhibit IV          Names of Collection Banks; Collection Accounts

Exhibit V           Form of Compliance Certificate

Exhibit VI          Form of Collection Account Agreement

Exhibit VII         [Intentionally Omitted]

Exhibit VIII        Credit and Collection Policy

Exhibit IX          Form of Monthly Report

Exhibit X           Eligible Originators

Schedule A          Commitments

Schedule B          Closing Documents

Schedule 14.2       Notices













                                       iv
<PAGE>

                          CREDIT AND SECURITY AGREEMENT

     This Credit and Security Agreement, dated as of August 16, 2002 is entered
into by and among:

         (a) BOSTON SCIENTIFIC FUNDING CORPORATION, a Delaware corporation
("Borrower"),

         (b) BOSTON SCIENTIFIC CORPORATION, a Delaware corporation ("BSX"), as
initial Servicer,

         (c) BLUE RIDGE ASSET FUNDING CORPORATION, a Delaware corporation
(together with its successors, "Blue Ridge"), WACHOVIA BANK, NATIONAL
ASSOCIATION, in its capacity as a Liquidity Bank to Blue Ridge (together with
its successors, "Wachovia" and together with Blue Ridge, the "Blue Ridge
Group"),

         (d) VICTORY RECEIVABLES CORPORATION, a Delaware corporation (together
with its successors, "Victory" and, together with Blue Ridge, the "Conduits"),
and THE BANK OF TOKYO-MITSUBISHI LTD., NEW YORK BRANCH, in its capacity as a
Liquidity Bank to Victory (together with its successors, "BTM" and, together
with Victory, the "Victory Group"),

         (e) WACHOVIA BANK, NATIONAL ASSOCIATION, in its capacity as agent for
the Blue Ridge Group (together with its successors in such capacity, the "Blue
Ridge Agent" or a "Co-Agent"), and THE BANK OF TOKYO-MITSUBISHI LTD., NEW YORK
BRANCH, in its capacity as agent for the Victory Group (together with its
successors in such capacity, the "Victory Agent" or a "Co-Agent"), and

         (f) WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent for
the Blue Ridge Group, the Victory Group and the Co-Agents (in such capacity,
together with any successors thereto in such capacity, the "Administrative
Agent" and together with each of the Co-Agents, the "Agents").

     Unless defined elsewhere herein, capitalized terms used in this Agreement
and not defined herein shall have the meanings assigned to such terms in Exhibit
I. Those capitalized terms used herein but defined in other Transaction
Documents shall have the same meanings assigned to such terms in those other
Transaction Documents when used herein unless otherwise defined herein.

                             PRELIMINARY STATEMENTS

     Borrower desires to borrow from time to time.

          On the terms and subject to the conditions hereinafter set forth, Blue
     Ridge may, in its absolute and sole discretion, at the request of Borrower,
     make Loans to Borrower from time to time, and Victory shall, at the request
     of Borrower, make Loans to Borrower from time to time.
<PAGE>

          In the event that Blue Ridge declines to make any Loan, the Blue Ridge
     Liquidity Banks shall, at the request of Borrower, make their Ratable Share
     of such Loan. In the event that Victory fails to make any Loan, the Victory
     Liquidity Banks shall, at the request of Borrower, make their Ratable
     Shares of such Loan.

          Wachovia Bank, National Association has been requested and is willing
     to act as Co-Agent on behalf of Blue Ridge and the Blue Ridge Liquidity
     Banks in accordance with the terms hereof.

          The Bank of Tokyo-Mitsubishi Ltd., New York Branch has been requested
     and is willing to act as Co-Agent on behalf of Victory and the Victory
     Liquidity Banks in accordance with the terms hereof.

          Wachovia Bank, National Association has been requested and is willing
     to act as Administrative Agent on behalf of the Co-Agents, the Blue Ridge
     Group and the Victory Group in accordance with the terms hereof.

                                   ARTICLE I.
                                   THE CREDIT

     Section 1.1 The Facility. On the terms and subject to the conditions set
forth in this Agreement, Borrower (or the Servicer on Borrower's behalf) may
from time to time during the Revolving Period request Advances by delivering a
Borrowing Request to the Co-Agents in accordance with Section 2.1. Upon receipt
of a copy of each Borrowing Request from Borrower or Servicer, each of the
Co-Agents shall determine whether its Conduit will make a Loan in an amount
equal to its Group's Percentage of the requested Advance specified in such
Borrowing Request, and

          (a) in the event that Blue Ridge elects not to make any such Loan to
     Borrower, the Blue Ridge Agent shall promptly notify Borrower and, unless
     Borrower cancels its Borrowing Request, each of the Blue Ridge Liquidity
     Banks severally agrees to make its Ratable Share of such Loan to Borrower,
     on the terms and subject to the conditions hereof, provided that at no time
     may the aggregate principal amount of Blue Ridge's and the Blue Ridge
     Liquidity Banks' Loans at any one time outstanding exceed the lesser of (i)
     the aggregate amount of the Blue Ridge Liquidity Banks' Commitments, and
     (ii) Blue Ridge's Percentage of the Borrowing Base (such lesser amount, the
     "Blue Ridge Allocation Limit"); and

          (b) in the event that Victory fails to make any such Loan to Borrower
     pursuant to Victory's Commitment, the Victory Agent shall promptly notify
     Borrower and, unless Borrower cancels its Borrowing Request, each of the
     Victory Liquidity Banks severally agrees to make its Ratable Share of such
     Loan to Borrower, on the terms and subject to the conditions hereof,
     provided that at no time may the aggregate principal amount of Victory's
     and the Victory Liquidity Banks' Loans at any one time outstanding exceed
     the lesser of (i) the aggregate amount of the Victory Group's Commitments,

                                       2
<PAGE>

     and (ii) Victory's Percentage of the Borrowing Base (such lesser amount,
     the "Victory Allocation Limit").

Each Loan shall be in the minimum amount of $1,000,000 or a larger integral
multiple of $500,000. In no event may the aggregate principal amount of the
Advances hereunder exceed the lesser of (x) the Aggregate Commitment, or (y) the
Borrowing Base. Each Committed Lender's Commitment under this Agreement shall
terminate on the Facility Termination Date. Each of the Loans, and all other
Obligations of Borrower, shall be secured by the Collateral as provided in
Article IX.

     Section 1.2 Funding Mechanics; Liquidity Fundings.

         (a) Each Advance hereunder shall consist of Loans made by (i) Victory
and/or the Victory Liquidity Banks, on the one hand, and/or (ii) Blue Ridge
and/or the Blue Ridge Liquidity Banks, on the other hand, and which (except for
any Advance which does not increase the aggregate principal amount of the Loans
outstanding) shall be made in such proportions by each Group such that, after
giving effect thereto, the aggregate outstanding principal balance of the Loans
outstanding from each Group shall be in proportion to such Group's Percentage of
the aggregate outstanding principal balance of all Advances then outstanding
hereunder. Any Advance which does not increase the aggregate principal amount
outstanding may be funded solely by one or more of the members of a single
Group.

         (b) Each Lender funding any portion of an Advance shall wire transfer
the principal amount of its Loan to its applicable Co-Agent in immediately
available funds not later than 1:00 p.m. (New York City time) on the applicable
Borrowing Date and, subject to its receipt of such Loan proceeds, such Co-Agent
shall wire transfer such funds to the account specified by Borrower in its
Borrowing Request not later than 2:00 p.m. (New York City time) on such
Borrowing Date.

         (c) While it is the intent of each of the Conduits to fund its
respective Loans through the issuance of Commercial Paper, the parties
acknowledge that if either of the Conduits is unable, or determines in its
reasonable business judgment that it is undesirable for any reason to issue
Commercial Paper to fund or maintain all or any portion of its Loans at a CP
Rate, or is unable to repay such Commercial Paper upon the maturity thereof,
such Conduit will fund such Loan, or a portion thereof, as a Liquidity Funding
under its Liquidity Agreement. The Liquidity Fundings may be Alternate Base Rate
Loans or LIBOR Loans, or a combination thereof, selected by Borrower in
accordance with Article II; provided, however, that each Liquidity Funding shall
be an Alternate Base Rate Loan at least for the first two (2) Business Days
after it is funded. In addition, the parties acknowledge that Commercial Paper
is issued at a discount and at varying discount rates; accordingly, it may not
be possible for all CP Rate Loans to be made in amounts precisely equal to the
amounts specified in a Borrowing Request. Regardless of whether a Liquidity
Funding constitutes an assignment of a Loan or the sale of one or more
participations therein or any other obtaining of funding for all or any portion
of any Loan, each Liquidity Bank participating in a Liquidity Funding shall have
the same rights as its Conduit has hereunder with the same force and effect as
if such Liquidity Bank had directly made a Loan to Borrower in the amount of its
Liquidity Funding.

                                       3
<PAGE>

         (d) Nothing herein shall be deemed to commit any Lender to make CP Rate
Loans.

     Section 1.3 Interest Rates.

         (a) Each CP Rate Loan shall bear interest on the outstanding principal
amount thereof from and including the first day of the CP Tranche Period
applicable thereto selected in accordance with Article II of this Agreement to
(but not including) the last day of such CP Tranche Period at the applicable CP
Rate. On the 5th Business Day immediately preceding each Settlement Date, Blue
Ridge shall calculate the amount of its CP Costs for the applicable CP Tranche
Period and the Victory Agent shall calculate Victory's CP Rate and each shall
notify Borrower of such amount which shall be payable on such Settlement Date.

         (b) Each LIBOR Loan shall bear interest on the outstanding principal
amount thereof from and including the first day of the Interest Period
applicable thereto selected in accordance with Article II of this Agreement to
(but not including) the last day of such Interest Period at a rate per annum
equal to the applicable LIBOR for such Interest Period; provided that (i) the
applicable Co-Agent has received the notice as and when required under Section
2.2(c) and (ii) the applicable Co-Agent determines that (I) the funding of a
LIBOR Loan would not violate any applicable law and (II) deposits of a type and
maturity appropriate to match-fund such LIBOR Loan are available.

         (c) Each Alternate Base Rate Loan shall bear interest on the
outstanding principal amount thereof, for each day from and including the date
such Loan is made to but excluding the date it is paid at a rate per annum equal
to the Alternate Base Rate for such day. Changes in the rate of interest on
Alternate Base Rate Loans will take effect simultaneously with each change in
the Alternate Base Rate.

         (d) Notwithstanding anything to the contrary contained in Sections
1.3(a), (b) or (c), upon the occurrence of an Amortization Event, and during the
continuance thereof, all Obligations shall bear interest, payable upon demand,
at the Default Rate.

         (e) Interest shall be payable for the day a Loan is made but not for
the day of any payment on the amount paid if payment is received by each
Co-Agent prior to 1:00 p.m. (New York City time) at the place of payment. If any
payment of principal of or interest on a Loan shall become due on a day which is
not a Business Day, such payment shall be made on the next succeeding Business
Day and, in the case of a principal payment, such extension of time shall be
included in computing interest in connection with such payment.

     Section 1.4 Payment Dates; Absence of Notes to Evidence Loans.

         (a) Borrower promises to pay the principal of each CP Rate Loan on the
last day of its CP Tranche Period.

         (b) Borrower promises to pay the principal of each LIBOR Loan on the
last day of its Interest Period.

                                       4
<PAGE>

         (c) Borrower promises to pay the principal of each Alternate Base Rate
Loan on or before the earlier to occur of (i) the Facility Termination Date, and
(ii) the refinancing of such Loan with a CP Rate Loan or a LIBOR Loan.

         (d) Borrower promises to pay all accrued and unpaid interest on each
Loan on its applicable Settlement Date.

         (e) Each Lender shall maintain (or cause its respective Co-Agent to
maintain) in accordance with its usual practice an account or accounts
evidencing the indebtedness of Borrower to such Lender resulting from each Loan
made by such Lender from time to time, including the amounts of principal and
interest payable and paid to such Lender from time to time hereunder. Upon
request of Borrower, such Lender's Co-Agent or the Administrative Agent, such
Lender will confirm the outstanding principal balances of its Loans and the
amount of any accrued and unpaid interest thereon. The entries maintained in the
accounts maintained pursuant to this Section shall absent manifest error be
correct evidence of the existence and amounts of the Obligations therein
recorded; provided, however, that the failure of any Lender (or Co-Agent) to
maintain such accounts or any error therein shall not in any manner affect the
obligation of Borrower to repay the Obligations in accordance with their terms.

     Section 1.5 Prepayments. Subject, in the case of CP Rate Loans and LIBOR
Loans, to the funding indemnification provisions of Section 4.3:

         (a) Borrower may from time to time voluntarily prepay, without penalty
or premium, all outstanding Advances, or, in a minimum aggregate amount of
$2,000,000 (or a larger integral multiple of $1,000,000), any portion of the
outstanding Advances by giving prior irrevocable written notice to the Co-Agents
(each, a "Prepayment Notice"): (i) given within the Required Notice Period and
(ii) providing for such prepayment to occur on the last day of the CP Tranche
Period with respect to Victory's CP Loans or the last day of the Interest Period
for any Liquidity Bank's LIBOR Loans, as applicable, so prepaid; provided that
each such prepayment of principal complying with the provisions of this section
or otherwise is accompanied by a payment of all accrued and unpaid interest on
the amount prepaid, together with all amounts (if any) due under Section 4.3 and
any Broken Funding Costs (if any) due because of such prepayment, and is made
between the Conduits in such proportions so that after giving effect thereto,
the aggregate outstanding principal balance of the Loans outstanding from each
Conduit shall be in proportion to such Conduit's Percentage of the aggregate
outstanding principal balance of all Advances then outstanding hereunder.

         (b) If, on any Business Day, the aggregate outstanding principal amount
of the Loans from the Blue Ridge Group exceeds the Blue Ridge Allocation Limit,
or the aggregate principal amount of the Loans outstanding from Blue Ridge
exceeds the Blue Ridge Liquidity Banks' Liquidity Commitments pursuant to the
Blue Ridge Liquidity Agreement divided by 102%, Borrower shall prepay such Loans
by wire transfer to the Blue Ridge Agent received not later than 1:00 p.m. (New
York City time) on the first Business Day thereafter of an amount sufficient to
eliminate such excess, together with accrued and unpaid interest on the amount
prepaid.

                                       5
<PAGE>

         (c) If, on any Business Day, the aggregate outstanding principal amount
of the Loans from the Victory Group exceeds the Victory Allocation Limit, or the
aggregate principal amount of the Loans outstanding from Victory exceeds the
Victory Liquidity Banks' aggregate Liquidity Commitments pursuant to the Victory
Liquidity Agreement divided by 102%, Borrower shall prepay such Loans by wire
transfer to the Victory Agent received not later than 1:00 p.m. (New York City
time) on the first Business Day thereafter of an amount sufficient to eliminate
such excess, together with accrued and unpaid interest on the amount prepaid.

         (d) Upon receipt of any wire transfer pursuant to Section 1.5(a), (b)
or (c), the applicable Co-Agent shall wire transfer to each of its Constituent
Lenders their respective shares thereof not later than 1:30 p.m. (New York City
time) on the date when received. Any prepayment required pursuant to Section
1.5(b) or (c) shall be applied in such order as each Co-Agent may determine.

     Section 1.6 Reductions in Aggregate Commitment. Borrower may permanently
reduce the Aggregate Commitment in whole, or ratably between the Groups in part,
in a minimum amount of $10,000,000 (or a larger integral multiple of
$1,000,000), upon at least fifteen (15) Business Days' written notice to the
Co-Agents (each, a "Commitment Reduction Notice"), which notice shall specify
the aggregate amount of any such reduction and the Blue Ridge Liquidity Banks'
and Victory Liquidity Banks' respective amounts thereof, provided, however, that
(a) the amount of the Aggregate Commitment may not be reduced below the
Aggregate Principal unless accompanied by a prepayment pursuant to Section 1.5
in the amount necessary to ensure that the Aggregate Principal does not exceed
the Aggregate Commitment, and (b) the amount of the Aggregate Commitment may not
be reduced below $100,000,000 unless the Aggregate Commitment is terminated in
full. All accrued and unpaid fees, including Broken Funding Costs, if any, shall
be payable on the effective date of any termination of the Aggregate Commitment.
Each Commitment Reduction Notice shall be irrevocable once delivered to the
Co-Agents.

     Section 1.7 Distribution of Certain Notices; Notification of Interest
Rates. Promptly after receipt thereof, the Blue Ridge Agent will notify the Blue
Ridge Group, and the Victory Agent will notify the Victory Group, of the
contents of each Monthly Report, Borrowing Request, Commitment Reduction Notice,
Prepayment Notice, or notice of default received by it from Borrower or the
Servicer hereunder. In addition, each of the Co-Agents shall promptly notify its
Constituent Lenders and Borrower of each determination of and change in Interest
Rates and of any decision by the Liquidity Banks in its Group not to extend
their Liquidity Termination Date.

     Section 1.8 Extension of the Scheduled Termination Date.

         (a) Provided that no Unmatured Amortization Event or Amortization Event
exists and is continuing, the Borrower may request one or more Liquidity Bank(s)
to extend its Scheduled Termination Date by submitting a request for an
extension (each, an "Extension Request") to the Co-Agents no more than 90 days
prior to each such Liquidity Bank's respective Scheduled Termination Date then
in effect. Each Extension Request must specify the new Scheduled Termination
Date requested by the Borrower for such Liquidity Bank(s) and the date (which
must be at least 30 days after the Extension Request is delivered to the
Co-Agents) as of

                                       6
<PAGE>

which the Co-Agents and the applicable Liquidity Bank(s) must respond to the
Extension Request (the "Response Date"). The new Scheduled Termination Date for
each applicable Liquidity Bank shall be no more than 364 days after the
applicable Response Date, including such Response Date as one of the days in the
calculation of the days elapsed.

         (b) Promptly upon receipt of an Extension Request, the Blue Ridge Agent
shall notify the Blue Ridge Group of the contents thereof and shall request each
applicable Blue Ridge Liquidity Bank to approve such Extension Request, and the
Victory Agent shall notify the Victory Group of the contents thereof and shall
request each applicable Victory Liquidity Bank to approve such Extension
Request. Each applicable Liquidity Bank approving such Extension Request shall
deliver its written approval to its Co-Agent no later than the Response Date,
whereupon such Co-Agent shall notify the other Co-Agent and the Borrower within
one Business Day thereafter as to which (if any) of such Co-Agent's applicable
Constituent Liquidity Banks have approved such Extension Request.

         (c) If any applicable Liquidity Bank does not approve the Extension
Request, its Co-Agent shall promptly notify its Conduit, the other Co-Agent and
the Borrower of such fact, and the Borrower shall have the right to (i) require
such Non-Approving Lender to assign all, but not less than all, of its
Commitment and outstanding Obligations by entering into written assignments with
one or more Eligible Assignees not later than the 5th Business Day prior to such
Non-Approving Lender's existing Scheduled Termination Date, or (ii) to pay in
full of all Obligations (if any) owing to such Non-Approving Lender and
terminate its Commitment no later than such Non-Approving Lender's existing
Scheduled Termination Date. Each assignment pursuant to clause (i) above to an
Eligible Assignee (which may include a Constituent of the other Co-Agent) shall
become effective on the existing Scheduled Termination Date and, subject to
receipt of payment in full on such existing Scheduled Termination Date for all
Obligations, if any, owing to such Non-Approving Lender, such Non-Approving
Lender shall make each such requested assignment; provided that any expenses or
other amounts which would be owing to such Non-Approving Lender pursuant to any
indemnification provision hereof shall be payable by the Borrower as if the
Borrower had prepaid the Loans of the assigning Lenders rather than such
assigning Lenders having assigned their respective interests hereunder. If no
assignment of a Non-Approving Lender's Commitment to an Eligible Assignee is
executed by the 5th Business Day prior to its existing Scheduled Termination
Date, the Scheduled Termination Date for all Lenders shall remain unchanged. If
all applicable Liquidity Banks approve an Extension Request by the Response
Date, the Scheduled Termination Date specified in such Extension Request shall
become effective on such Response Date as to the approving Liquidity Banks, and
each of the Co-Agents shall promptly notify the Borrower and the other Co-Agent
of the applicable Liquidity Banks' new Scheduled Termination Date.

     Section 1.9 Eligible Originators. A list of Eligible Originators as of the
Initial Closing Date is attached hereto as Exhibit X. After the Initial Closing
Date, BSX may request that additional Eligible Originators be designated by
submitting a written request to the Co-Agents. If both Co-Agents, in their sole
discretion, approve any such request in writing within 30 days after receiving
such request, Exhibit X will be automatically deemed amended to add the name of
such newly approved Eligible Originator. If both Co-Agents have not approved
such request in writing within thirty (30) days (or if either Co-Agent notifies
BSX and the other Co-Agent that such request is not approved), such request
shall be considered to have been denied.

                                       7
<PAGE>

                                  ARTICLE II.
              BORROWING AND PAYMENT MECHANICS; CERTAIN COMPUTATIONS

     Section 2.1 Request a Borrowing. Borrower (or the Servicer, on Borrower's
behalf) shall give the Co-Agents irrevocable notice in the form of Exhibit II
hereto (each, a "Borrowing Request") not later than 1:00 p.m. (New York City
time) at least three (3) Business Days before the Borrowing Date of each
Advance. On each Borrowing Date, each applicable Lender shall make available its
Loan or Loans in accordance with Section 1.2(b). Unless each of the Co-Agents in
its sole discretion shall otherwise agree, not more than one (1) Borrowing Date
shall occur in any calendar week.

     Section 2.2 Selection of CP Tranche Periods and Interest Periods.

         (a) Except upon the occurrence and during the continuance of an
Amortization Event and subject to Sections 1.2(c) and 2.2(b) and, in the case of
LIBOR Loans, Section 2.2(c): (i) Borrower (or the Servicer, on Borrower's
behalf) in its Borrowing Request may request CP Tranche Periods from time to
time to apply to Victory's CP Rate Loans; provided, however, that no CP Tranche
Period of Victory may extend beyond the Victory Group's Liquidity Termination
Date, and (ii) Borrower (or the Servicer, on Borrower's behalf) in its Borrowing
Request may request Interest Periods from time to time to apply to the LIBOR
Loans; provided, however, that no Interest Period of any Liquidity Bank which
began prior to its Liquidity Termination Date shall extend beyond such Liquidity
Termination Date.

         (b) The Victory Agent shall have the right to subdivide any requested
CP Rate Loan into one or more CP Rate Loans of different CP Tranche Periods, or,
if the requested period is not feasible, to suggest an alternative CP Tranche
Period. Each of the Co-Agents shall have the right to subdivide any requested
LIBOR Loan into one or more LIBOR Loans with different Interest Periods, or, if
the requested period is not feasible, to suggest an alternative Interest Period.
Notwithstanding the foregoing, not less than $1,000,000 of principal may be
allocated to any CP Tranche Period of the Conduits or to any Interest Period of
any Liquidity Funding, and no Alternate Base Rate Loan may have a principal
amount of less than $1,000,000.

         (c) Borrower (or the Servicer, on Borrower's behalf) may not request an
Interest Period for a LIBOR Loan unless it shall have given each of the
applicable Co-Agent(s) written notice of its desire therefor not later than
12:00 p.m. (New York City time) at least three (3) Business Days prior to the
first day of the desired Interest Period.

         (d) Unless both Co-Agents shall have received written notice by 1:00
p.m. (New York City time) on the third (3rd) Business Day prior to the last day
of a CP Tranche Period that Borrower intends to reduce the aggregate principal
amount of the CP Rate Loans outstanding, each of the Co-Agents and the Conduits
shall be entitled to assume that Borrower desires to refinance the principal and
interest of each maturing CP Rate Loan on the last day of its CP Tranche Period
with new CP Rate Loans having substantially similar CP Tranche Periods;
provided, however, that Borrower shall remain liable to pay in cash any portion
of the principal or interest on the maturing CP Rate Loan when due to the extent
that the applicable Conduit cannot issue Commercial Paper or avail itself of a
Liquidity Funding, in either case, in the

                                       8
<PAGE>

precise amount necessary to refinance the maturing CP Rate Loan and the accrued
and unpaid interest thereon.

         (e) Unless the Co-Agents shall have received written notice by 1:00
p.m. (New York City time) on the third (3rd) Business Day prior to the last day
of an Interest Period with respect to a LIBOR Loan that Borrower intends to
reduce the aggregate principal amount of LIBOR Loans outstanding from the
Liquidity Banks, each of the Liquidity Banks shall be entitled to assume that
Borrower desires to refinance its maturing LIBOR Loans on the last day of such
Interest Period with Alternate Base Rate Loans.

     Section 2.3 Computation of Concentration Limits and Outstanding Balance.
The Obligor Concentration Limits and the aggregate Outstanding Balance of
Receivables of each Obligor and its Affiliates who are Obligors (if any) shall
be calculated as if each such Obligor and its Affiliates who are Obligors were
one Obligor.

     Section 2.4 Maximum Interest Rate. No provision of this Agreement shall
require the payment or permit the collection of interest in excess of the
maximum permitted by applicable law (the "Maximum Rate"). If at any time the
interest rate applicable to any Loan, together with all fees, charges and other
amounts which are treated as interest on such Loan under applicable law
(collectively the "Charges"), shall exceed the Maximum Rate which may be
contracted for, charged, taken, received or reserved by the Lender holding such
Loan in accordance with applicable law, the rate of interest payable in respect
of such Loan hereunder, together with all Charges payable in respect thereof,
shall be limited to the Maximum Rate and, to the extent lawful, the interest and
Charges that would have been payable in respect of such Loan but were not
payable as a result of the operation of this Section shall be cumulated and the
interest and Charges payable to such Lender in respect of other Loans or periods
shall be increased (but not above the Maximum Rate therefor) until such
cumulated amount, together with interest thereon at the Federal Funds Effective
Rate to the date of repayment, shall have been received by such Lender.

     Section 2.5 Payments and Computations, Etc.

         (a) Payments. All amounts to be paid or deposited by Borrower or the
Servicer (on Borrower's behalf) to any of the Agents or Lenders (other than
amounts payable under Section 4.2) shall be paid by wire transfer of immediately
available funds received not later than 1:00 p.m. (New York City time) on the
day when due in lawful money of the United States of America to the applicable
Co-Agent at its address specified below its signature hereto, and, to the extent
such payment is for the account of any Lender, the applicable Co-Agent shall
promptly disburse such funds to the appropriate Lender(s) in its Group.

         (b) Late Payments. Upon demand, Borrower or the Servicer (on Borrower's
behalf), as applicable, shall pay to the applicable Co-Agent for the account of
each Person in its Group to whom payment of any Obligation is due, interest on
all amounts not paid or deposited by 1:00 p.m. (New York City time) on the date
when due (without taking into account any applicable grace period) at the
Default Rate.

                                       9
<PAGE>

         (c) Method of Computation. All computations of interest at the
Alternate Base Rate or the Default Rate shall be made on the basis of a year of
365 (or, when appropriate, 366) days for the actual number of days (including
the first day but excluding the last day) elapsed. All other computations of
interest, and all computations of Servicing Fee, any per annum fees payable
under Section 4.1 and any other per annum fees payable by Borrower to the
Lenders, the Servicer or any of the Agents under the Loan Documents shall be
made on the basis of a year of 360 days for the actual number of days (including
the first day but excluding the last day) elapsed.

         (d) Avoidance or Rescission of Payments. No payment of any Obligation
shall be considered to have been paid if at any time such payment is rescinded
or must be returned for any reason.

     Section 2.6 Non-Receipt of Funds by the Co Agents. Unless a Lender notifies
its Co-Agent prior to the date and time on which it is scheduled to fund a Loan
that it does not intend to fund, such Co-Agent may assume that such funding will
be made and may, but shall not be obligated to, make the amount of such Loan
available to the intended recipient in reliance upon such assumption. If such
Lender has not in fact funded its Loan proceeds to the applicable Co-Agent, the
recipient of such payment shall, on demand by such Co-Agent, repay to such
Co-Agent the amount so made available together with interest thereon in respect
of each day during the period commencing on the date such amount was so made
available by such Co-Agent until the date such Co-Agent recovers such amount at
a rate per annum equal to the Federal Funds Effective Rate for such day.

                                  ARTICLE III.
                                   SETTLEMENTS

     Section 3.1 Monthly Reporting. Not later than the Monthly Reporting Date in
each calendar month hereafter, the Servicer shall deliver to each of the
Co-Agents, a Monthly Report accompanied by an electronic file in a form
reasonably satisfactory to each of the Co-Agents; provided, however, that if an
Unmatured Amortization Event or an Amortization Event shall exist and be
continuing, each of the Co-Agents may request that a computation of the
Borrowing Base also be made on a date that is not a Monthly Reporting Date and
Servicer shall promptly comply with such request. At or before 1:00 p.m. (New
York City time) on the fifth Business Day immediately preceding each Settlement
Date, each of the Co-Agents shall notify Borrower and the Servicer of (i) the
aggregate principal balance of all Loans that are then outstanding from its
Constituents, and (ii) the aggregate amount of all principal, interest and fees
that will be due and payable by Borrower to such Co-Agent for the account of
such Co-Agent or its Constituents on such Settlement Date.

     Section 3.2 Turnover of Collections. Without limiting any Agent's or
Lender's recourse to Borrower for payment of any and all Obligations:

         (a) If any Monthly Report reveals that a mandatory prepayment is
required under Section 1.5(b) or (c), not later than the 1:00 p.m. (New York
City time) on the next succeeding Settlement Date, the Servicer shall turn over
to each applicable Co-Agent, for distribution to its Constituents, a portion of
the Collections received as of the Monthly Reporting

                                       10
<PAGE>

Date on which such Monthly Report was due and not previously so distributed
equal to the amount of such required mandatory prepayment;

         (b) If, on any Settlement Date, any Loans are to be voluntarily prepaid
in accordance with Section 1.5(a), or if the aggregate principal amount of the
Advances outstanding is to be reduced, the Servicer shall turn over to each of
the Co-Agents, for distribution to its Constituents, a portion of the
Collections equal to the Groups' respective Percentages of the aggregate amount
of such voluntary prepayment or reduction and any other amounts required to be
paid in connection with such voluntary prepayment or reduction; and

         (c) In addition to, but without duplication of, the foregoing, on (i)
each Settlement Date and (ii) each other date on which any principal of or
interest on any of the Loans becomes due (whether by acceleration or otherwise)
and, in the case of principal, has not been reborrowed pursuant to Section 1.1,
the Servicer shall turn over to each of the Co-Agents, for distribution to their
respective Constituents, the Groups' respective Percentages of a portion of the
Collections equal to the aggregate amount of all other Obligations that are due
and owing on such date. If the Collections and proceeds of new Loans are
insufficient to make all payments required under clauses (a), (b) and (c) and to
pay the Servicing Fees and, if applicable, all expenses due and owing to any
replacement Servicer under Section 8.1 (all of the foregoing, collectively, the
"Required Amounts") and Borrower has made any Demand Advances, Borrower shall
make demand upon BSX for payment of the Demand Advances in an amount equal to
the lesser of the Required Amounts or the aggregate outstanding principal
balance of such Demand Advances (plus any accrued and unpaid interest thereon)
and, upon receipt of any such amounts, Borrower shall pay them to each of the
Co-Agents, ratably in accordance with their respective Groups' Percentages, for
distribution in accordance with this Section 3.2.

         (d) If the aggregate amount of Collections and payments on Demand
Advances received by the Co-Agents on any Settlement Date are insufficient to
pay all Required Amounts, the aggregate amount received shall be applied to the
items specified in the subclauses below, in the order of priority of such
subclauses:

              (i) to any accrued and unpaid interest on the Loans that is then
         due and owing, including any previously accrued interest which was not
         paid on its applicable due date;

              (ii) if the Servicer is not Borrower or an Affiliate thereof, to
         any accrued and unpaid Servicing Fee that is then due and owing to such
         Servicer, together with any invoiced expenses of the Servicer due and
         owing pursuant to Section 10.3;

              (iii) to the Facility Fee and the Usage Fee accrued during such
         Settlement Period, plus any previously accrued Facility Fee and Usage
         Fee not paid on a prior Settlement Date;

              (iv) to the payment of the principal of any Loans that are then
         due and owing;

              (v) to other Obligations that are then due and owing; and

                                       11
<PAGE>

              (vi) if the Servicer is Borrower, BSX or one of their respective
         Affiliates, to the accrued and unpaid Servicing Fee that is then due
         and owing to such Servicer.

         (e) In addition to, but without duplication of, the foregoing, on (i)
each Settlement Date and (ii) each other date on which any principal of or
interest on any of the Loans becomes due (whether by acceleration or otherwise),
the Servicer shall turn over to each of the Co-Agents, for distribution to the
Lenders, a portion of the Collections equal to the aggregate amount of all
Obligations that are due and owing to their respective Group on such date.

     Section 3.3 Non-Distribution of Servicing Fee. Each of the Agents and the
other Secured Parties hereby agrees that prior to the occurrence of an Unmatured
Amortization Event or an Amortization Event, the Servicer may retain a portion
of the Collections equal to the Servicing Fee so long as the Collections
received by the Servicer are sufficient to pay in full all amounts due pursuant
to Section 3.2(d).

     Section 3.4 Deemed Collections. If as of the last day of any Settlement
Period:

         (a) the aggregate Outstanding Balance of the Receivables as reflected
in the preceding Monthly Report (net of any positive adjustments) has been
reduced or cancelled for any of the following reasons:

              (i) as a result of any rejected, defective or returned services or
         merchandise, any cash discount or any other adjustment by the Borrower,
         the applicable Originator or any Affiliate thereof (regardless of
         whether the same is treated by such Originator or Affiliate as a
         write-off), or as a result of any surcharge or other governmental or
         regulatory action, or

              (ii) as a result of any setoff or breach of the underlying
         agreement in respect of any claim by the Obligor thereof against the
         Borrower, the applicable Originator or any Affiliate thereof (whether
         such claim arises out of the same or a related or an unrelated
         transaction), or

              (iii) on account of the obligation of the Borrower, the applicable
         Originator or any Affiliate thereof to pay to the related Obligor any
         rebate or refund, or

              (iv) the Outstanding Balance of any Receivable is less than the
         amount included in calculating the Net Pool Balance for purposes of any
         Monthly Report (for any reason other than such Receivable becoming a
         Defaulted Receivable), or

         (b) any of the representations or warranties of the Borrower set forth
in Section 6.1(n), (o) or (r) was not true when made with respect to any
Receivable, or any of the representations or warranties of the Borrower set
forth in Section 6.1(m) is no longer true with respect to any Receivable,

then, in such event, the Borrower shall be deemed to have received a Collection
in an amount equal to (A) the amount of such reduction, cancellation or
overstatement, in the case of the

                                       12
<PAGE>

preceding clauses (a)(i), (a)(ii), (a)(iii) and (a)(iv) or the difference
between the actual Outstanding Balance and the amount included in respect of
such Receivable in calculating the Net Pool Balance, as applicable, and (B) in
the full amount of the Outstanding Balance of such Receivable in the case of the
preceding clause (b).

     Section 3.5 Treatment of Collections and Deemed Collections. Borrower shall
forthwith deliver to Servicer all Deemed Collections, and Servicer shall hold or
distribute such Deemed Collections in the same manner as all other Collections
are required to be held or distributed hereunder.

                                  ARTICLE IV.
                            FEES AND YIELD PROTECTION

     Section 4.1 Fees. BSX or Borrower, as applicable, shall pay to each of the
Agents and the Lenders certain fees from time to time in amounts and payable on
such dates as are set forth in the Fee Letters.

     Section 4.2 Yield Protection.

         (a) If any Regulatory Change occurring after the date hereof:

              (i) shall subject an Affected Party to any Tax (other than
         Excluded Taxes), duty or other charge with respect to its obligations
         hereunder or under any Funding Agreement or Enhancement Agreement, as
         applicable, its Commitment or its Liquidity Commitment, or shall change
         the basis of taxation of payments to the Affected Party of any
         Obligations, owed to or funded or maintained in whole or in part by it
         or any other amounts due under this Agreement in respect of its
         Obligations or, as applicable, its Commitment or its Liquidity
         Commitment; or

              (ii) shall impose, modify or deem applicable any reserve, special
         deposit or similar requirement against assets of any Affected Party,
         deposits or obligations with or for the account of any Affected Party
         or with or for the account of any affiliate (or entity deemed by the
         Federal Reserve Board to be an affiliate) of any Affected Party, or
         credit extended by any Affected Party pursuant to this Agreement, a
         Funding Agreement or an Enhancement Agreement, as applicable; or

              (iii) shall affect the amount of capital required or expected to
         be maintained by any Affected Party; or

              (iv) shall impose any other condition affecting any obligation
         owned, funded or maintained in whole or in part by any Affected Party,
         or its rights or obligations, if any, to make Loans or Liquidity
         Fundings or to provide (or participate in) the funding or maintenance
         thereof; or

              (v) shall change the rate for, or the manner in which the Federal
         Deposit Insurance Corporation (or a successor thereto) assesses deposit
         insurance premiums or similar charges;

                                       13
<PAGE>

         and the result of any of the foregoing is or would be:

              (x) to increase the cost to or to impose a cost on (I) an Affected
         Party funding or making or maintaining (or providing or agreeing to
         provide funding for) any Loan, any Liquidity Funding or loans or other
         extensions of credit under any Funding Agreement or Enhancement
         Agreement or any commitment of such Affected Party with respect to any
         of the foregoing, or (II) any of the Agents for continuing its or
         Borrower's relationship with any Affected Party, in each case, in an
         amount deemed to be material by such Affected Party,

              (y) to reduce the amount of any sum received or receivable by an
         Affected Party under this Agreement or under any Liquidity Agreement or
         Enhancement Agreement, or

              (z) to reduce the rate of return on such Affected Party's capital
         as a consequence of its Obligations, its Commitment, its Liquidity
         Commitment, its obligations under any Enhancement Agreement or the
         Loans made by it or otherwise arising in connection herewith (or
         therewith) to a level below that which such Affected Party could have
         achieved but for the occurrence of such circumstances,

then, within fifteen days after demand by such Affected Party (which demand
shall be accompanied by a certificate setting forth the basis of such demand),
Borrower shall pay directly to such Affected Party such additional amount or
amounts as will compensate such Affected Party for such actual additional cost,
increased cost or reduction.

         (b) Each Affected Party will promptly notify Borrower, the
Administrative Agent and the applicable Co-Agent of any event of which it has
knowledge which will entitle such Affected Party to compensation pursuant to
this Section 4.2; provided, however, no failure to give or delay in giving such
notification shall adversely affect the rights of any Affected Party to such
compensation.

         (c) In determining any amount provided for or referred to in this
Section 4.2, an Affected Party may use any reasonable averaging and attribution
methods that it (in its sole discretion) shall deem applicable. Any Affected
Party when making a claim under this Section 4.2 shall submit to Borrower the
above-referenced certificate as to such actual increased cost or actual reduced
return (including calculation thereof in reasonable detail), which shall, in the
absence of manifest error, be conclusive and binding upon Borrower.

     Section 4.3 Funding Losses. In the event that any Affected Party shall
incur any loss or expense (including, without limitation, any loss or expense
incurred by reason of the liquidation or reemployment of deposits or other funds
acquired by such Affected Party, then, upon written notice from the applicable
Co-Agent to the Administrative Agent, Borrower and the Servicer, Borrower shall
pay to the Servicer, and the Servicer shall pay to the applicable Co-Agent for
the account of such Affected Parties upon demand, the amount of such loss or
expense (which shall include without limitation all Broken Funding Costs). Such
written notice (which shall include the methodology for calculating, and the
calculation of, the amount of such actual

                                       14
<PAGE>

loss or expense, in reasonable detail) shall, in the absence of manifest error,
be conclusive and binding upon Borrower and the Servicer.

                                   ARTICLE V.
                             CONDITIONS OF ADVANCES

     Section 5.1 Conditions Precedent to Initial Advance. The initial Advance
under this Agreement is subject to the conditions precedent that (a) the
Administrative Agent shall have received on or before the date of such Advance
those documents listed on Schedule B to this Agreement, (b) the Rating Agency
Condition with respect to Blue Ridge shall have been satisfied, and (c) the
Agents shall have received all fees and expenses required to be paid on such
date pursuant to the terms of this Agreement and the Fee Letters.

     Section 5.2 Conditions Precedent to All Advances. Each Advance (including
the initial Advance) and each rollover or continuation of any Advance shall be
subject to the further conditions precedent that (a) the Servicer shall have
delivered to the Agents on or prior to the date thereof, in form and substance
satisfactory to the Agents, all Monthly Reports as and when due under Section
8.5; (b) the Facility Termination Date shall not have occurred; (c) the Agents
shall have received such other approvals, opinions or documents as any Agent may
reasonably request; and (d) on the date thereof, the following statements shall
be true (and acceptance of the proceeds of such Advance shall be deemed a
representation and warranty by Borrower that such statements are then true):

              (i) the representations and warranties set forth in Section 6.1
         and Article II of the Receivables Sale Agreement are true and correct
         in all material respects on and as of the date of such Advance (or such
         Settlement Date, as the case may be; except for representations and
         warranties stated to refer to a specific earlier date, in which case
         such representations and warranties are true and correct as of such
         earlier date) as though made on and as of such date and shall be deemed
         to have been made on such date; provided, however, that the preceding
         materiality standard shall not apply to those representations and
         warranties which themselves contain materiality standards; and
         provided, further, that so long as each of the Liquidity Banks remains
         a party to the BSX Credit Agreement, in no event will any Loan Party be
         required to "date-down" its representation in Section 6.1(b) or 6.1(g);

              (ii) no event has occurred and is continuing, or would result from
         such Advance (or the continuation thereof), that will constitute an
         Amortization Event, and no event has occurred and is continuing, or
         would result from such Advance (or the continuation thereof), that
         would constitute an Unmatured Amortization Event;

              (iii) after giving effect to such Advance (or the continuation
         thereof), the Aggregate Principal will not exceed the Aggregate
         Commitment; and

                                       15
<PAGE>

              (iv) after giving affect to the Loans made by each Group included
         in such Advance (or the continuation thereof), the aggregate Principal
         of such Loans will not exceed the Allocation Limit of such Group.

                                  ARTICLE VI.
                         REPRESENTATIONS AND WARRANTIES

     Section 6.1 Representations and Warranties of the Loan Parties. Each Loan
Party hereby represents and warrants to the Agents and the Lenders, as to itself
in any capacity, as of the date hereof, as of the date of each Advance and as of
each Settlement Date as follows; provided, however, that so long as each of the
Liquidity Banks remains a party to the BSX Credit Agreement, in no event will
any Loan Party be required to "date-down" its representation in Section 6.1(b)
or 6.1(g):

         (a) Financial Condition. The consolidated balance sheet of BSX and its
consolidated Subsidiaries as at December 31, 2001 and December 31, 2000 and the
related consolidated statements of operations and of cash flows for the fiscal
years ended on such dates, reported on by Ernst & Young LLP, copies of which
have heretofore been furnished to Borrower and Lenders, are complete and correct
and present fairly the consolidated financial condition of BSX as at such dates,
and the consolidated results of its operations and its consolidated cash flows
for the fiscal years then ended. The unaudited consolidated balance sheet of BSX
and its consolidated Subsidiaries as at March 31, 2002 or, if later and prior to
the Initial Closing Date, the date of BSX's most recent publicly available Form
10-Q and the related unaudited consolidated statements of operations and of cash
flows for the fiscal period ended on such date, certified by an Authorized
Officer, copies of which have heretofore been furnished to each Lender, are
complete and materially correct and present fairly (subject to normal year-end
audit adjustments) the consolidated financial condition of BSX and its
consolidated Subsidiaries as at such date, and the consolidated results of its
operations and its consolidated cash flows for the fiscal period then ended. All
such annual financial statements, including the related schedules and notes
thereto, were, as of the date prepared, prepared in accordance with GAAP applied
consistently throughout the periods involved (except as approved by such
accountants or an Authorized Officer, as the case may be, and as disclosed
therein). The quarterly financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-Q and Article 10 of Regulation S-X under
the Securities Act of 1933. Accordingly, such quarterly statements do not
include all of the information and footnotes required by GAAP for complete
financial statements. In the opinion of BXS, all adjustments (consisting only of
normal recurring accruals) considered necessary for a fair presentation have
been included. Neither BSX nor any of its consolidated Subsidiaries had, at the
date of the most recent balance sheet referred to above, any material Guarantee
Obligation, material contingent liability or material liability for taxes, or
any material long-term lease or material unusual forward or long-term
commitment, including, without limitation, any interest rate or foreign currency
swap or exchange transaction, which is not reflected in the foregoing statements
or in the notes thereto.

         (b) No Change. Since December 31, 2001 in the case of BSX, and since
the date of formation in the case of Borrower, there has been no development or
event which has had or could reasonably be expected to have a Material Adverse
Effect.

                                       16
<PAGE>

         (c) Ownership of Borrower and Originators. BSX owns, directly or
indirectly, all the issued and outstanding Equity Interests of (i) the Borrower
and (ii) each of the other Originators (if any), and all of such Equity
Interests are fully paid and non-assessable.

         (d) Corporate Existence; Compliance with Law. Each Loan Party and its
Subsidiaries, if any, (a) is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, (b) has the
corporate or other power and authority, and the legal right, to own and operate
its property, to lease the property it operates as lessee and to conduct the
business in which it is currently engaged, (c) is duly qualified as a foreign
corporation and in good standing under the laws of each jurisdiction where its
ownership, lease or operation of property or the conduct of its business
requires such qualification and (d) is in compliance with all Requirements of
Law, except to the extent that the failure of the foregoing clauses (a), (c) and
(d) to be true and correct could not, in the aggregate, reasonably be expected
to have a Material Adverse Effect.

         (e) Corporate Power; Authorization; Enforceable Obligations. Each Loan
Party has the corporate or other power and authority, and the legal right, to
make, deliver and perform its obligations under each Transaction Document to
which it is a party and to consummate the transactions herein and therein
contemplated and has taken all necessary corporate action to authorize the
consummation of the transactions herein and therein contemplated and to
authorize the execution, delivery and performance of the Transaction Documents
to which it is a party. No consent or authorization of, filing with, notice to
or other act by or in respect of, any Governmental Authority or any other Person
is required with respect to such Loan Party or any of its Subsidiaries in
connection with the transactions hereunder or with the execution, delivery,
performance, validity or enforceability of the Transaction Documents to which
such Loan Party is a party. This Agreement and each other Transaction Document
to which such Loan Party is, or is to become, a party has been or will be, as
applicable, duly executed and delivered on behalf of such Loan Party. This
Agreement and each other Transaction Document to which such Loan Party is, or is
to become, a party constitutes or will constitute, as applicable, a legal, valid
and binding obligation of such Loan Party enforceable against such Loan Party in
accordance with its terms, subject to the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws
relating to or affecting creditors' rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing.

         (f) No Legal Bar. The execution, delivery and performance of the
Transaction Documents and transactions contemplated hereunder will not violate
any Requirement of Law or Contractual Obligation of such Loan Party or of any of
its Subsidiaries which could reasonably be expected to have a Material Adverse
Effect and will not result in, or require, the creation or imposition of any
Lien (except for any Lien permitted by, or created pursuant to, any of the
Transaction Documents) on any of its or their respective properties or revenues
pursuant to any such Requirement of Law or Contractual Obligation which could
reasonably be expected to have a Material Adverse Effect.

         (g) No Material Litigation. Except as disclosed in BSX's Form 10-K
dated December 31, 2001 or BSX's Form 10-Q dated March 31, 2002 or, if later and
prior to the Initial

                                       17
<PAGE>

Closing Date, the date of BSX's most recent publicly available Form 10-Q, no
litigation, investigation or proceeding of or before any arbitrator or
Governmental Authority is pending or, to the knowledge of such Loan Party,
threatened by or against such Loan Party or any of its Subsidiaries or against
any of its or its respective properties or revenues (a) with respect to any of
the Transaction Documents or any of the transactions contemplated hereby, or (b)
which could reasonably be expected to have a Material Adverse Effect.

         (h) No Default. Neither Servicer nor any of its Subsidiaries (other
than Borrower) is in default under or with respect to any of its Contractual
Obligations in excess of $100,000,000. Borrower is not in default under or with
respect to any of its Contractual Obligations in any respect which could
reasonably be expected to have a Material Adverse Effect. No Unmatured
Amortization Event or Amortization Event has occurred and is continuing.

         (i) Taxes. Each of such Loan Party and its Subsidiaries has filed or
caused to be filed all tax returns which, to the knowledge of such Loan Party,
are required to be filed and has paid all taxes shown to be due and payable on
said returns or on any assessments made against it (other than any the amount or
validity of which are currently being contested in good faith by appropriate
proceedings and with respect to which reserves in conformity with GAAP have been
provided on the books of such Loan Party or its Subsidiaries, as the case may
be), except to the extent that the failure to do so could not reasonably be
expected to result in a Material Adverse Effect.

         (j) Use of Proceeds. The use of all funds obtained by the Borrower
under this Agreement or any other Transaction Document to which it is a party
will not (i) violate Regulation U of the Board of Governors of the Federal
Reserve System as now and from time to time hereafter in effect, (ii) violate
Section 7.2(e) of this Agreement or (iii) be to acquire any security which is
subject to Section 12, 13 or 14 of the Exchange Act.

         (k) Investment Company Act; Other Regulations. Such Loan Party is not
an "investment company", or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940, as amended. Such Loan
Party is not subject to regulation under any Federal or State statute or
regulation (other than Regulation X of the Board) which limits its ability to
incur Indebtedness.

         (l) Accuracy of Information.

              (i) Monthly Reports. Each Monthly Report delivered pursuant to
         this Agreement was true and accurate in every material respect on the
         date specified in such report and did not contain any material
         misstatement of fact or omit to state a material fact or any fact
         necessary to make the statements contained therein not misleading.

              (ii) Pre-Closing Collateral Information. All information regarding
         the Collateral or any Loan Party furnished by any Loan Party or any of
         its Affiliates to any of the Agents or Lenders prior to the date of
         this Agreement was true and accurate in every material respect on the
         date such information was so furnished

                                       18
<PAGE>

         except as otherwise disclosed to the Agents and the Lenders prior to
         the date hereof and, when taken as a whole together with such
         subsequent disclosures, did not contain any material misstatement of
         fact or omit to state a material fact or any fact necessary to make the
         statements contained therein not misleading.

              (iii) Ongoing Collateral Information. All other information
         regarding the Collateral not covered by clauses (i) and (ii) above
         which is hereafter furnished by any Loan Party to any of the Agents or
         Lenders will be true and accurate in every material respect on the date
         such information is so furnished and, when taken as a whole, will not
         contain any material misstatement of fact or omit to state a material
         fact or any fact necessary to make the statements contained therein not
         misleading as of the date when so furnished.

              (iv) Other Information. All other information regarding any Loan
         Party, its business, operations, financial condition or prospects
         furnished by any Loan Party to any of the Agents or Lenders in
         connection with the Transaction Documents after the date of this
         Agreement that is not covered by clauses (i), (ii) or (iii) above, will
         be true and accurate in every material respect on the date such
         information is so furnished and, when taken as a whole together with
         any subsequent updates to such information, will not contain any
         material misstatement of fact or omit to state a material fact or any
         fact necessary to make the statements contained therein not misleading
         as of the date when furnished or updated.

         (m) Valid and Perfected Security Interest. The Borrower has a perfected
ownership interest in each Receivable, and each Receivable is owned by the
Borrower free and clear of any Lien except as created hereby or by the other
Transaction Documents. Without limiting the foregoing, Borrower has delivered to
the Administrative Agent in form suitable for filing all financing statements or
other similar instruments or documents necessary under the UCC of all
appropriate jurisdictions to perfect the Administrative Agent's security
interest in the Receivables and Related Security. This Agreement creates a valid
security interest in each such Receivable and its Related Security in favor of
the Administrative Agent, and, upon filing of the financing statements described
in the preceding sentence, together with UCC termination statements delivered as
a condition precedent to the initial Advance hereunder, such security interest
will be a first priority perfected security interest.

         (n) Nature of Receivables. Each Receivable constitutes an "Account" as
defined in the UCC in effect in the State of New York.

         (o) Title to Receivables and Quality of Title. No financing statement
or other instrument similar in effect creating any Lien on any portion of the
Collateral is on file in any recording office except such as may be filed (i) in
favor of an Originator in accordance with the Contracts, (ii) in favor of the
Borrower and its assigns in connection with the Receivables Sale Agreement,
(iii) in favor of the Administrative Agent in accordance with this Agreement,
(iv) in connection with any Lien arising solely as the result of any action
taken by the Administrative Agent or one of the Secured Parties, or (v) which
shall be terminated or amended pursuant to the

                                       19
<PAGE>

UCC termination statements or amendments delivered as a condition precedent to
this Agreement.

         (p) Offices. The chief executive office of such Loan Party is located
at the address set forth for it on Exhibit III hereto, and the offices where
such Loan Party keep all books, records and documents evidencing the Receivables
(other than books, records and documents that are stored off-site with respect
to Receivables which are no longer outstanding or which have been written-off),
the related material Contracts and all purchase orders and other agreements
related to such Receivables are located at the addresses specified in Exhibit
III hereto or its Joinder Agreement (or at such other locations, notified to the
Administrative Agent in accordance with Section 7.2(a), in jurisdictions where
all action required by Section 6.1(m) has been taken and completed). Such Loan
Party's jurisdiction of organization and organizational identification number
are also correctly set forth on Exhibit III hereto. As of the date hereof, each
Loan Party is a "registered organization" (within the meaning of Section 9-102
of the UCC as in effect in its jurisdiction of organization). Since the date of
this Agreement, no Loan Party has changed its jurisdiction of organization.

         (q) Collection Accounts. The conditions and requirements set forth in
Sections 7.1(h) and 7.1(m) have at all times been satisfied and duly performed.
The names, addresses and jurisdictions of organization of all Collection Banks,
together with the account numbers of the Collection Accounts of Borrower at each
Collection Bank and the post office box number of each Lockbox, are listed on
Exhibit IV. Borrower has not granted any Person, other than the Administrative
Agent as contemplated by this Agreement, dominion and control of any Lockbox or
Collection Account, or the right to take dominion and control of any such
Lockbox or Collection Account at a future time or upon the occurrence of a
future event.

         (r) Eligible Receivables. Each Receivable included in the Net Pool
Balance as an Eligible Receivable on the date of any Monthly Report was an
Eligible Receivable on such date.

         (s) Names. Since its formation, Borrower has not used any legal names,
trade names or assumed names other than the name in which it has executed this
Agreement.

         (t) Credit and Collection Policy. Such Loan Party has complied in all
material respects with the applicable Credit and Collection Policy, and no
change has been made to such Credit and Collection Policy since the date of this
Agreement which would be reasonably likely to materially and adversely affect
the collectibility of the Receivables or decrease the credit quality of any
newly created Receivables except for such changes as to which each of the Agents
has received not less than 30 days' prior written notice of the proposed change
and has given its prior written consent thereto (which consent shall not be
unreasonably withheld or delayed).

         (u) Payments to Originators. With respect to each Receivable sold or
contributed to the Borrower under the Receivables Sale Agreement, the Borrower
has given reasonably equivalent value to the applicable Originator in
consideration for such Receivable and the Related Security with respect thereto
and no such transfer is or may be voidable under any section of the Bankruptcy
Reform Act of 1978 (11 U.S.C. ss.ss.101 et seq.), as amended.

                                       20
<PAGE>

         (v) Reliance on Separate Legal Identity. Such Loan Party is aware that
the Lenders, the Liquidity Banks and the Agents are entering into the
Transaction Documents in reliance upon the Borrower's identity as a legal entity
separate from such Loan Party and any of its other Affiliates.

         (w) Compliance with Law. (i) Such Loan Party has complied in all
respects with all applicable laws, rules, regulations, orders, writs, judgments,
injunctions, decrees or awards to which it is subject, except where the failure
to so comply could not reasonably be expected to have a Material Adverse Effect;
and (ii) each Receivable, together with any Contract related thereto, does not
contravene any laws, rules or regulations applicable thereto (including, without
limitation, laws, rules and regulations relating to truth in lending, fair
credit billing, fair credit reporting, equal credit opportunity, fair debt
collection practices and privacy), except where such contravention could not
reasonably be expected to have a Material Adverse Effect.

         (x) Aggregate Commitment. Immediately after giving effect to each
Advance and each settlement on any Settlement Date hereunder, the Aggregate
Principal is less than or equal to the Aggregate Commitment.

         (y) Accounting. The manner in which such Loan Party accounts for the
transactions contemplated by this Agreement and the Receivables Sale Agreement
is consistent with and will not result in the transfer from the Sellers to the
Borrower under the Receivables Sale Agreement to be or be characterized as
anything other than a true sale under law and for accounting purposes.

         (z) Receivables Sale Agreement. Each Originator's representations and
warranties contained in the Receivables Sale Agreement is true and correct in
all material respects and is made to the Lenders, the Agents and the other
parties hereto as if set forth herein in full together with the related
definitions.

         (aa) Servicing Programs.No license or approval is required for any
Agent's use of any software or other similar program used by any Originator or
Servicer in the servicing of the Receivables, other than those which have been
obtained and are in full force and effect.

                                  ARTICLE VII.
                                    COVENANTS

     Section 7.1 Affirmative Covenants of the Loan Parties. Until the Final
Payout date, each Loan Party hereby covenants, as to itself in any capacity, as
set forth below:

         (a) Financial Reporting. Such Loan Party will maintain, for itself and
each of its domestic Subsidiaries, a system of accounting established and
administered in accordance with GAAP, and furnish or cause to be furnished to
the Co-Agents:

                                       21
<PAGE>

              (i) BSX Financial Statements. Each of the financial statements of
         BSX and its consolidated Subsidiaries described in Section 4.2(a) of
         the Receivables Sale Agreement on the dates specified therein.

              (ii) Borrower's Financial Statements. Together with each of the
         financial statements described in Section 7.1(a)(i), analogous
         unaudited financial statements for the Borrower on a stand-alone basis
         prepared in accordance with GAAP.

              (iii) Compliance Certificate. Together with the financial
         statements required hereunder, a compliance certificate in
         substantially the form of Exhibit V signed by such Loan Party's
         Authorized Officer and dated the date of such annual financial
         statement or such quarterly financial statement, as the case may be.

              (iv) SEC and Stockholder Reports. Within ten days after the same
         are sent, copies of all financial statements and reports which BSX
         sends to its stockholders, and within five days after the same are
         filed, copies of all financial statements and reports which BSX may
         make to, or file with, the Securities and Exchange Commission or any
         successor or analogous Governmental Authority, and promptly after the
         same are issued, copies of all press releases issued by BSX.

              (v) ERISA. Within ten days of the occurrence of a Reportable Event
or an "accumulated funding deficiency" (within the meaning of Section 412 of the
Code or Section 302 of ERISA) a detailed description of such Reportable Event or
"accumulated funding deficiency".

              (vi) Copies of Notices. Promptly upon its receipt of any notice,
request for consent, financial statements, certification, report or other
material communication under or in connection with any Transaction Document from
any Person other than one of the Agents or Lenders, copies of the same.

              (vii) Change in Credit and Collection Policy. At least thirty (30)
         days prior to the effectiveness of any material change in or material
         amendment to the Credit and Collection Policy, a copy of the Credit and
         Collection Policy then in effect and a notice (A) indicating such
         change or amendment, and (B) if such proposed change or amendment would
         be reasonably likely to adversely affect the collectibility of the
         Receivables or decrease the credit quality of any newly created
         Receivables, requesting the Administrative Agent's consent thereto.

              (viii) Other Information. Promptly, from time to time, (A) such
         other information, documents, records or data relating to the
         Receivables or (B) such other information, documents, records or data
         relating to the condition or operations, financial or otherwise, of
         such Loan Party each as the Administrative Agent may from time to time
         reasonably request in order to protect the interests of the Agents and
         the Lenders under or as contemplated by this Agreement.

         (b) Notices. Such Loan Party will notify the Administrative Agent in
writing by a statement of an Authorized Officer of any of the following as soon
as possible upon

                                       22
<PAGE>

learning of the occurrence thereof with respect to such Loan Party, describing
the same and, if applicable, the steps being taken with respect thereto:

              (i) Amortization Events or Unmatured Amortization Events. As soon
         as possible, but in any event with one Business Day after such Loan
         Party receives knowledge thereof, the occurrence of each Amortization
         Event and each Unmatured Amortization Event.

              (ii) Proceedings. As soon as possible and in any event within ten
         Business Days after any Authorized Officer of any Loan Party obtains
         knowledge thereof, notice of (A) any litigation, investigation or
         proceeding which may exist at any time which would reasonably be
         expected to have a Material Adverse Effect and (B) the entry of any
         adverse judgment in or other development in previously disclosed
         litigation which would reasonably be expected to have a Material
         Adverse Effect.

              (iii) Material Adverse Effect. The occurrence of any other event
         or condition that has had, or could reasonably be expected to have, a
         Material Adverse Effect.

              (iv) Sale Termination Date. The occurrence of the "Sale
         Termination Date" under and as defined in the Receivables Sale
         Agreement.

              (v) Defaults Under Other Agreements. (A) The occurrence of a
         material default or an amortization event under any other financing
         arrangement pursuant to which BSX is a debtor or an obligor or (B) the
         occurrence of a default or an amortization event under any other
         financing arrangement pursuant to which the Borrower is a debtor or an
         obligor and such financing arrangement is in excess of $10,750.

         (c) Conduct of Business and Maintenance of Existence. Such Loan Party
will (i) continue to engage in business of the same general type as conducted by
it on the Initial Closing Date, (ii) preserve, renew and keep in full force and
effect its corporate existence and (except as could not in the aggregate be
reasonably expected to have a Material Adverse Effect), (iii) take all
reasonable action to maintain all rights, privileges and franchises necessary or
desirable in the normal conduct of its business (except as could not be
reasonably expected to have a Material Adverse Effect) and (iv) comply with all
Contractual Obligations and Requirements of Law except to the extent that
failure to comply therewith could not, in the aggregate, be reasonably expected
to have a Material Adverse Effect.

         (d) Audits. Such Loan Party will, subject to compliance with
Contractual Obligations and Requirements of Law: (i) at any time and from time
to time upon not less than ten (10) Business Days' notice (unless an or
Amortization Event has occurred and is continuing, in which case, not more than
one (1) Business Day's notice shall be required) during regular business hours,
permit the Agents or any of their agents or representatives: (A) to examine and
make copies of and abstracts from all Records, Contracts and Invoices in the
possession or under the control of such Loan Party, and (B) to visit the offices
and properties of such Loan Party for the purpose of examining such Records,
Contracts and Invoices and to discuss matters relating to

                                       23
<PAGE>

Receivables or such Loan Party's performance hereunder with any of the officers
or employees of such Loan Party having knowledge of such matters; and (ii)
without limiting the provisions of clause (i) above, from time to time, at the
expense of such Loan Party, permit certified public accountants or auditors
acceptable to the Agents to conduct a review of the Contracts, Invoices and
Records (each, a "Review"); provided, however, that, so long as no Amortization
Event has occurred and is continuing, the Loan Parties shall only be responsible
for the costs and expenses of one (1) such Review under this Section in any one
calendar year unless (1) the first such Review in such calendar year resulted in
negative findings (in which case the Loan Parties shall be responsible for the
costs and expenses of two (2) such Reviews in such calendar year), or (2) the
Borrower delivers an Extension Request and the applicable Response Date is more
than 3 calendar months after the first Review in such calendar year.
Notwithstanding the foregoing, if the Borrower requests the approval of a new
Eligible Originator who is a Material Proposed Addition, the Loan Parties shall
be responsible for the costs and expenses of one additional Review per proposed
Material Proposed Addition in the calendar year in which such Material Proposed
Addition is expected to occur if such additional Review is requested by any of
the Agents.

         (e) Keeping of Records and Books of Account. Such Loan Party will
maintain and implement administrative and operating procedures (including,
without limitation, an ability to recreate essential Records evidencing the
Receivables in the event of the destruction of the originals thereof and backing
up such Records on at least a daily basis on a separate computer from which
electronic file copies can be readily produced), and keep and maintain, all
Contracts, Records and other information necessary or reasonably advisable for
the collection of all such Receivables (including, without limitation, Records
adequate to permit the identification as of any Business Day when required of
Outstanding Balances by Obligor and related debit and credit details of the
Receivables).

         (f) Location of Records. Such Loan Party will keep its Records and
material Contracts (and, to the extent that any of the foregoing constitute
instruments, chattel paper or negotiable documents, all originals thereof), at
its addresses referred to in Exhibit III hereto, or, upon 30 days' prior written
notice to the Agents, at such other locations in jurisdictions where all action
required by Section 6.1(m) shall have been taken and completed.

         (g) Credit and Collection Policies. Such Loan Party will comply in all
material respects with the Credit and Collection Policy in regard to the
Receivables and will require each applicable Originator to timely and fully
perform and comply with all provisions, covenants and other promises required to
be observed by it under the related Contracts and Invoices.

         (h) Collections. Such Loan Party will instruct all Obligors thereon to
pay all Collections either directly by mail addressed to a Lockbox listed on
Exhibit IV hereto which is subject to a Collection Account Agreement, or by wire
transfer or other electronic funds transfer directly to a Collection Account
listed on Exhibit IV hereto which is subject to a Collection Account Agreement.

                                       24
<PAGE>

         (i) Further Assurances. Such Loan Party shall take all necessary action
to establish and maintain in favor of the Buyer, a valid and perfected ownership
interest in the Receivables and Related Security.

         (j) Performance and Enforcement of the Receivables Sale Agreement.
Borrower will, and will require each Originator to, perform each of their
respective obligations and undertakings under and pursuant to the Receivables
Sale Agreement, will purchase Receivables thereunder in strict compliance with
the terms thereof and will vigorously enforce the rights and remedies accorded
to Borrower under the Receivables Sale Agreement. Borrower will take all actions
necessary to perfect and enforce its rights and interests (and the rights and
interests of the Administrative Agent and the Lenders as assignees of Borrower)
under the Receivables Sale Agreement as the Administrative Agent may from time
to time reasonably request, including, without limitation, making claims to
which it may be entitled under any indemnity, reimbursement or similar provision
contained in the Receivables Sale Agreement.

         (k) Ownership. Borrower will (or will require each Originator to) take
all necessary action to (i) vest legal and equitable title to the Collateral
acquired by Borrower under the Receivables Sale Agreement irrevocably in
Borrower, free and clear of any Adverse Claims (other than Adverse Claims in
favor of the Administrative Agent, for the benefit of the Secured Parties)
including, without limitation, the filing of all financing statements or other
similar instruments or documents necessary under the UCC (or any comparable law)
of all appropriate jurisdictions to perfect Borrower's interest in such
Collateral and such other necessary action to perfect, protect or more fully
evidence the interest of Borrower therein as the Administrative Agent may
reasonably request, and (ii) establish and maintain, in favor of the
Administrative Agent, for the benefit of the Secured Parties, a valid and
perfected first priority perfected security interest in all Collateral, free and
clear of any Adverse Claims, including, without limitation, the filing of all
financing statements or other similar instruments or documents necessary under
the UCC (or any comparable law) of all appropriate jurisdictions to perfect the
Administrative Agent's (for the benefit of the Secured Parties) security
interest in the Collateral and such other action to perfect, protect or more
fully evidence the interest of the Administrative Agent for the benefit of the
Secured Parties as the Administrative Agent may reasonably request.

         (l) Separate Existence of the Borrower. Each Loan Party hereby
acknowledges that Lenders and the Agents are entering into the transactions
contemplated hereby in reliance upon the Borrower's identity as a legal entity
separate from the Servicer and its other Affiliates. Therefore, each Loan Party
shall take all steps specifically required by this Agreement or reasonably
required by any of the Agents to continue the Borrower's identity as a separate
legal entity and to make it apparent to third Persons that the Borrower is an
entity with assets and liabilities distinct from those of its Affiliates, and is
not a division of BSX or any other Person (including complying with and causing
to be true and correct each of the facts and assumptions contained in the legal
opinion of Shearman & Sterling). Without limiting the foregoing, each Loan Party
will take such actions as shall be required in order that:

              (i) The Borrower will be a limited purpose corporation whose
         primary activities are restricted in its Certificate of Incorporation
         to purchasing or otherwise acquiring from any of the Originators,
         owning, holding, granting security interests in the Collateral,
         entering into agreements for the financing and

                                       25
<PAGE>

         servicing of the Receivables, and conducting such other activities as
         it deems necessary or appropriate to carry out its primary activities;

              (ii) Not less than one member of the Borrower's Board of Directors
         (the "Independent Director") shall be an individual who is not, and
         never has been, a direct, indirect or beneficial stockholder, officer,
         director, employee, affiliate, associate, material supplier or material
         customer of BSX or any of its Affiliates (other than an Affiliate
         organized with a limited purpose charter for the purpose of acquiring
         receivables or other financial assets or intangible property). The
         certificate of incorporation of the Borrower shall provide that (A) at
         least one member of the Borrower's Board of Directors shall be an
         Independent Director, (B) the Borrower's Board of Directors shall not
         approve, or take any other action to cause the filing of, a voluntary
         bankruptcy petition with respect to the Borrower unless the Independent
         Director shall approve the taking of such action in writing prior to
         the taking of such action and (C) the provisions requiring an
         independent director and the provision described in clauses (A) and (B)
         of this paragraph (ii) cannot be amended without the prior written
         consent of the Independent Director;

              (iii) The Independent Director shall not at any time serve as a
         trustee in bankruptcy for the Borrower or any Affiliate thereof;

              (iv) Any director, employee, consultant or agent of the Borrower
         will be compensated from the Borrower's funds for services provided to
         the Borrower. The Borrower will not engage any agents other than its
         attorneys, auditors and other professionals and a servicer and any
         other agent contemplated by the Transaction Documents for the
         Collateral, which servicer will be fully compensated for its services
         by payment of the Servicing Fee, and certain organizational expenses in
         connection with the formation of the Borrower;

              (v) The Borrower will contract with the Servicer to perform for
         the Borrower all operations required on a daily basis to service the
         Collateral. The Borrower will pay the Servicer the Servicing Fee
         pursuant hereto. The Borrower will not incur any material indirect or
         overhead expenses for items shared with BSX (or any other Affiliate
         thereof) which are not reflected in the Servicing Fee. To the extent,
         if any, that the Borrower (or any other Affiliate thereof) shares items
         of expenses not reflected in the Servicing Fee, for legal, auditing and
         other professional services and directors' fees, such expenses will be
         allocated to the extent practical on the basis of actual use or the
         value of services rendered, and otherwise on a basis reasonably related
         to the actual use or the value of services rendered, it being
         understood that BSX shall pay all expenses relating to the preparation,
         negotiation, execution and delivery of the Transaction Documents,
         including, without limitation, legal, rating agency and other fees;

              (vi) The Borrower's operating expenses will not be paid by any
         other Loan Party or other Affiliate of the Borrower;

              (vii) The Borrower will have its own stationery;

                                       26
<PAGE>

              (viii) The books of account, financial reports and records of the
         Borrower will be maintained separately from those of BSX and each other
         Affiliate of the Borrower;

              (ix) Any financial statements of any Loan Party or Affiliate
         thereof which are consolidated to include the Borrower will contain
         detailed notes clearly stating that (A) all of the Borrower's assets
         are owned by the Borrower, and (B) the Borrower is a separate legal
         entity with its own separate creditors that will be entitled to be
         satisfied out of the Borrower's assets prior to any value in the
         Borrower becoming available to the Borrower's equity holders; and the
         accounting records and the published financial statements of each of
         the Originators will clearly show that, for accounting purposes, the
         Receivables and Related Assets have been sold by such Originator to the
         Borrower;

              (x) The Borrower's assets will be maintained in a manner that
         facilitates their identification and segregation from those of the
         Servicer and the other Affiliates;

              (xi) Each Affiliate of the Borrower will strictly observe
         organizational formalities in its dealings with the Borrower, and,
         except as permitted pursuant to this Agreement with respect to
         Collections, funds or other assets of the Borrower will not be
         commingled with those of any of its Affiliates;

              (xii) No Affiliate of the Borrower will maintain joint bank
         accounts with the Borrower or other depository accounts with the
         Borrower to which any such Affiliate (other than in the Borrower's or
         such Affiliate's existing or future capacity as the Servicer hereunder
         or under the Sale Agreement) has independent access;

              (xiii) Each Affiliate of the Borrower will maintain arm's length
         relationships with the Borrower, and each Affiliate of the Borrower
         that renders or otherwise furnishes services or merchandise to the
         Borrower will be compensated by the Borrower at market rates for such
         services or merchandise;

              (xiv) No Affiliate of the Borrower will be, nor will it hold
         itself out to be, responsible for the debts of the Borrower or the
         decisions or actions in respect of the daily business and affairs of
         the Borrower. BSX and the Borrower will immediately correct any known
         misrepresentation with respect to the foregoing and they will not
         operate or purport to operate as an integrated single economic unit
         with respect to each other or in their dealing with any other entity;

              (xv) The Borrower will keep correct and complete books and records
         of account and minutes of the meetings and other proceedings of its
         stockholder and board of directors, as applicable, and the resolutions,
         agreements and other instruments of the Borrower will be continuously
         maintained as official records by the Borrower; and

                                       27
<PAGE>

              (xvi) The Borrower will conduct its business solely in its own
         legal name and in a manner separate from the Originators so as not to
         mislead others with whom they are dealing.

         (m) Collections. BSX and Borrower will cause (1) all proceeds from all
Lockboxes to be directly deposited by a Collection Bank into a Collection
Account and (2) each Lockbox and Collection Account to be subject at all times
to a Collection Account Agreement that is in full force and effect. In the event
any payments relating to the Collateral are remitted directly to Borrower or any
Affiliate of Borrower, Borrower will remit (or will cause all such payments to
be remitted) directly to a Collection Bank and deposited into a Collection
Account within two (2) Business Days following receipt thereof, and, at all
times prior to such remittance, Borrower will itself hold or, if applicable,
will cause such payments to be held in trust for the exclusive benefit of the
Administrative Agent and the Lenders. Borrower will maintain exclusive ownership
of each Lockbox and Collection Account and shall not grant the right to take
dominion and control of any Lockbox or Collection Account at a future time or
upon the occurrence of a future event to any Person, except to the
Administrative Agent as contemplated by this Agreement.

         (n) Taxes. Such Loan Party will file all tax returns and reports
required by law to be filed by it and will promptly pay all taxes and
governmental charges at any time owing, except any such taxes which are not yet
delinquent or are being diligently contested in good faith by appropriate
proceedings and for which adequate reserves in accordance with GAAP shall have
been set aside on its books. Borrower will pay when due any taxes payable in
connection with the Receivables, exclusive of taxes on or measured by income or
gross receipts of any Agent or any Lender.

         (o) Payment to Originators. With respect to any Receivable purchased by
Borrower from any Originator, such sale shall be effected under, and in strict
compliance with the terms of (including any grace periods contained therein),
the Receivables Sale Agreement, including, without limitation, the terms
relating to the amount and timing of payments to be made to the applicable
Originator in respect of the purchase price for such Receivable.

     Section 7.2 Negative Covenants of the Loan Parties. Until the Final Payout
Date, each Loan Party hereby covenants, as to itself, that:

         (a) Name Change, Offices and Records. Borrower and Servicer will not,
and will not consent to any request by any Originator to, change its name,
identity, jurisdiction of organization or corporate structure (within the
meaning of Sections 9-503 and/or 9-507 of the UCC of all applicable
jurisdictions) or relocate its chief executive office, principal place of
business or any office where Records are kept unless it shall have: (i) given
Buyer and the Administrative Agent at least forty-five (45) days' prior written
notice thereof and (ii) delivered to the Administrative Agent all financing
statements, instruments and other documents reasonably and promptly requested by
the Administrative Agent in connection with such change or relocation.

         (b) Change in Payment Instructions to Obligors. Except as may be
required by the Administrative Agent pursuant to Section 8.2(b), no Loan Party
will add or terminate any

                                       28
<PAGE>

bank as a Collection Bank, or make any change in the instructions to Obligors
regarding payments to be made to any Lockbox or Collection Account, unless the
Administrative Agent shall have received, at least ten (10) days before the
proposed effective date therefor, (i) written notice of such addition,
termination or change and (ii) with respect to the addition of a Collection Bank
or a Collection Account or Lockbox, an executed Collection Account Agreement
with respect to the new Collection Account or Lockbox; provided, however, that
the Servicer may make changes in instructions to Obligors without any prior
notice regarding payments if such new instructions require such Obligor to make
payments to another existing Collection Account.

         (c) Modifications to Contracts and Credit and Collection Policy. Such
Loan Party will not, and will not permit any Originator to, make any change to
the Credit and Collection Policy that could adversely affect the collectibility
of the Receivables or decrease the credit quality of any newly created
Receivables. Except as provided in Section 8.2(d), the Servicer will not, and
will not permit any Originator to, extend, amend or otherwise modify the terms
of any Receivable or any Contract related thereto other than in accordance with
the Credit and Collection Policy.

         (d) Sales, Liens. Except as otherwise contemplated by the Transaction
Documents, no Loan Party will sell, assign (by operation of law or otherwise) or
otherwise dispose of, or grant any option with respect to, or create or suffer
to exist any Adverse Claim upon (including, without limitation, the filing of
any financing statement) or with respect to, any of the Collateral, or assign
any right to receive income with respect thereto (other than, in each case, the
creation of a security interest therein in favor of the Administrative Agent as
provided for herein), and each Loan Party will defend the right, title and
interest of the Secured Parties in, to and under any of the foregoing property,
against all claims of third parties claiming through or under Borrower or any
Originator. No Loan Party will create or suffer to exist any mortgage, pledge,
security interest, encumbrance, lien, charge or other similar arrangement on any
of its inventory.

         (e) Use of Proceeds. Borrower will not use the proceeds of the Advances
for any purpose other than (i) paying for Receivables and Related Security under
and in accordance with the Receivables Sale Agreement, including without
limitation, making payments on the Subordinated Notes to the extent permitted
thereunder and under the Receivables Sale Agreement, (ii) making Demand Advances
to BSX at any time prior to the Facility Termination Date while it is acting as
Servicer and no Amortization Event or Unmatured Amortization Event exists and is
continuing, (iii) paying its ordinary and necessary operating expenses when and
as due, and (iv) making Restricted Junior Payments to the extent permitted under
this Agreement.

         (f) Restricted Junior Payments. Borrower will not make any Restricted
Junior Payment if after giving effect thereto, Borrower's Net Worth would be
less than the Required Capital Amount.

         (g) Borrower Indebtedness. Borrower will not incur or permit to exist
any Indebtedness except: (i) the Obligations, (ii) the Subordinated Loans, and
(iii) other current accounts payable arising in the ordinary course of business
and not overdue.

                                       29
<PAGE>

         (h) Prohibition on Additional Negative Pledges. No Loan Party will
enter into or assume any agreement (other than this Agreement and the other
Transaction Documents) prohibiting the creation or assumption of any Adverse
Claim upon the Collateral except as contemplated by the Transaction Documents,
or otherwise prohibiting or restricting any transaction contemplated hereby or
by the other Transaction Documents, and no Loan Party will enter into or assume
any agreement creating any Adverse Claim upon the Subordinated Notes.

                                 ARTICLE VIII.
                          ADMINISTRATION AND COLLECTION

     Section 8.1 Designation of Servicer.

         (a) The servicing, administration and collection of the Receivables
shall be conducted by the Person designated as Servicer hereunder ("Servicer")
from time to time in accordance with this Section 8.1. Until the Administrative
Agent gives to BSX a Successor Notice (as defined in Section 8.1(b)), BSX is
hereby designated as, and hereby agrees to perform the duties and obligations
of, Servicer pursuant to the terms hereof.

         (b) Upon BSX's receipt of a notice from the Administrative Agent of the
Administrative Agent's designation of a new Servicer pursuant to the terms
hereof (a "Successor Notice"), BSX agrees that it shall terminate its activities
as Servicer hereunder in a manner that the Administrative Agent reasonably
believes will facilitate the transition of the performance of such activities to
the new Servicer, and the Administrative Agent (or its designee) shall assume
each and all of BSX's obligations to service and administer such Receivables, on
the terms and subject to the conditions herein set forth, and BSX shall use its
best efforts to assist the Administrative Agent (or its designee) in assuming
such obligations. The Administrative Agent agrees not to give BSX a Successor
Notice until after the occurrence of an Amortization Event.

         (c) BSX may delegate to each other Originator, as sub-servicer of the
Servicer, certain of its duties and responsibilities as Servicer hereunder in
respect of the Receivables. Without the prior written consent of the Agents, BSX
shall not be permitted to delegate any of its duties or responsibilities as
Servicer to any Person other than (i) Borrower, (ii) any other Originator, and
(iii) with respect to certain Defaulted Receivables, outside collection agencies
in accordance with its customary practices. Neither Borrower nor any other
Originator shall be permitted to further delegate to any other Person any of the
duties or responsibilities of the Servicer delegated to it by BSX. If at any
time the Administrative Agent shall designate as Servicer any Person other than
BSX, all duties and responsibilities theretofore delegated by BSX to Borrower or
any other Originator may, at the discretion of the Administrative Agent, be
terminated forthwith on notice given by the Administrative Agent to BSX and to
Borrower and the applicable Originator.

         (d) Notwithstanding delegation under the foregoing subsection (c): (i)
BSX shall be and remain primarily liable to the Agents and the Lenders for the
full and prompt performance of all duties and responsibilities of the Servicer
hereunder and (ii) the Agents and the Lenders shall be entitled to deal
exclusively with BSX in matters relating to the discharge by the Servicer of its
duties and responsibilities hereunder. The Agents and the Lenders shall not be
required to give notice, demand or other communication to any Person other than
BSX in order

                                       30
<PAGE>

for communication to the Servicer and its sub-servicer or other delegate with
respect thereto to be accomplished. BSX, at all times that it is the Servicer,
shall be responsible for providing any sub-servicer or other delegate of the
Servicer with any notice given to the Servicer under this Agreement.

         (e) Power of Attorney. Each Loan Party hereby grants to Servicer (if
other than such Loan Party) an irrevocable power of attorney, with full power of
substitution, coupled with an interest, to take in the name of such Loan Party
all steps which are necessary or advisable to endorse, negotiate, enforce, or
otherwise realize on any writing or other right of any kind held or transmitted
by such Loan Party or transmitted or received by such Loan Party in connection
with any Collateral.

     Section 8.2 Duties of Servicer.

         (a) The Servicer shall take or cause to be taken all such actions as
may be necessary or advisable to collect each Receivable from time to time, all
in accordance with applicable laws, rules and regulations, with reasonable care
and diligence, and in accordance with the Credit and Collection Policy.

         (b) The Servicer will instruct all Obligors to pay all Collections
directly to a Lockbox or Collection Account. The Servicer shall effect a
Collection Account Agreement substantially in the form of Exhibit VI with each
bank party to a Collection Account at any time. In the case of any remittances
received in any Lockbox or Collection Account that shall have been identified,
to the satisfaction of the Servicer, to not constitute Collections or other
proceeds of the Receivables or the Related Security, the Servicer shall promptly
remit such items to the Person identified to it as being the owner of such
remittances. From and after the date the Administrative Agent delivers to any
Collection Bank a Collection Notice pursuant to Section 8.3, the Administrative
Agent may request that the Servicer, and the Servicer thereupon promptly shall
instruct all Obligors with respect to the Receivables, to remit all payments
thereon to a new depositary account specified by the Administrative Agent and,
at all times thereafter, Borrower and the Servicer shall not deposit or
otherwise credit, and shall not permit any other Person to deposit or otherwise
credit to such new depositary account any cash or payment item other than
Collections.

         (c) The Servicer shall administer the Collections in accordance with
the procedures described herein and in Article II. The Servicer shall set aside
and hold in trust for the account of Borrower and the Lenders their respective
shares of the Collections in accordance with Article II. The Servicer shall,
upon the request of the Administrative Agent, segregate, in a manner acceptable
to the Administrative Agent, all cash, checks and other instruments received by
it from time to time constituting Collections from the general funds of the
Servicer or Borrower prior to the remittance thereof in accordance with Article
II. If the Servicer shall be required to segregate Collections pursuant to the
preceding sentence, the Servicer shall segregate and deposit with a bank
designated by the Administrative Agent such allocable share of Collections of
Receivables set aside for the Lenders on the first Business Day following
receipt by the Servicer of such Collections, duly endorsed or with duly executed
instruments of transfer.

                                       31
<PAGE>

         (d) The Servicer may, in accordance with the Credit and Collection
Policy, extend the maturity of any Receivable or adjust the Outstanding Balance
of any Receivable as the Servicer determines to be appropriate to maximize
Collections thereof; provided, however, that such extension or adjustment shall
not alter the status of such Receivable as a Delinquent Receivable or Defaulted
Receivable or limit the rights of the Administrative Agent or the Lenders under
this Agreement. Notwithstanding anything to the contrary contained herein, upon
the occurrence and during the continuance of an Amortization Event the
Administrative Agent shall have the absolute and unlimited right to direct the
Servicer to commence or settle any legal action with respect to any Receivable
or to foreclose upon or repossess any Related Security.

         (e) The Servicer shall hold in trust for Borrower and the Lenders all
Records that (i) evidence or relate to the Receivables, the related Contracts
and Related Security or (ii) are otherwise necessary or desirable to collect the
Receivables and shall, as soon as practicable after the occurrence and during
the continuance of an Amortization Event and upon demand of the Administrative
Agent, deliver or make available to the Administrative Agent all such Records,
at a place selected by the Administrative Agent. The Servicer shall, as soon as
practicable following receipt thereof turn over to applicable Originator any
cash collections or other cash proceeds received with respect to Indebtedness
not constituting Receivables. The Servicer shall, from time to time at the
request of any Lender, furnish to the Lenders (promptly after any such request)
a calculation of the amounts set aside for the Lenders pursuant to Article II.

         (f) Any payment by an Obligor in respect of any indebtedness owed by it
to any Originator or Borrower shall, except as otherwise specified by such
Obligor or otherwise required by contract or law and unless otherwise instructed
by the Administrative Agent, be applied as a Collection of any Receivable of
such Obligor (starting with the oldest such Receivable) to the extent of any
amounts then due and payable thereunder before being applied to any other
receivable or other obligation of such Obligor.

     Section 8.3 Rights of Administrative Agent. (a) The Administrative Agent is
authorized at any time to date and to deliver to the Collection Banks the
Collection Notices. Borrower hereby transfers, to the fullest extent permitted
by applicable law, to the Administrative Agent for the benefit of the Lenders,
effective when the Administrative Agent delivers such notice, the exclusive
ownership and control of each Lockbox and the Collection Accounts. In case any
authorized signatory of Borrower whose signature appears on a Collection Account
Agreement shall cease to have such authority before the delivery of such notice,
such Collection Notice shall nevertheless be valid as if such authority had
remained in force. Borrower hereby irrevocably constitutes and appoints the
Administrative Agent with full power of substitution, as Borrower's true and
lawful attorney-in-fact with full irrevocable power and authority in the place
and stead of Borrower and in the name of Borrower or in its own name and without
limiting the generality of the foregoing, grants to Administrative Agent the
power and right, on behalf of Borrower, without notice or assent by Borrower to
(i) at any time after delivery of the Collection Notices, endorse Borrower's
name on checks and other instruments representing Collections, (ii) at any time
after the occurrence and continuation of an Amortization Event, enforce the
Receivables, the related Contracts and the Related Security, and (iii) at any
time after the occurrence and continuation of an Amortization Event, take such
action as shall be necessary or desirable to

                                       32
<PAGE>

cause all cash, checks and other instruments constituting Collections of
Receivables to come into the possession of the Administrative Agent rather than
Borrower.

         (b) At any time following the designation of a Servicer other than BSX
or any of its Affiliates pursuant to Section 8.1:

              (i) the Administrative Agent may direct the Obligors of
         Receivables, or any of them, to pay all amounts payable under any
         Receivable directly to the Administrative Agent (or other Person
         designated by the Administrative Agent).

              (ii) Borrower shall, at the Administrative Agent's request and at
         Borrower's expense, give notice of the Administrative Agent's security
         interest in the Receivables to each said Obligor and direct that
         payments be made directly to the Administrative Agent.

              (iii) Borrower shall, (A) at the Administrative Agent's request,
         assemble all of the Records and (B) at the request of any Agent or its
         designee exercise or enforce any of their respective rights hereunder,
         under any other Transaction Document, under any Receivable or under any
         Related Security. Without limiting the generality of the foregoing,
         Borrower shall upon the request of the Administrative Agent or its
         designee:

                   (A) execute and file such financing or continuation
              statements, or amendments thereto or assignments thereof, and such
              other instruments or notices, as may be necessary or appropriate;
              and

                   (B) mark its master data processing records evidencing such
              Receivables with such legend.

         (c) Borrower hereby authorizes the Administrative Agent or its designee
to file one or more financing or continuation statements, and amendments thereto
and assignments thereof, relative to all or any of the Receivables and the
Related Security now existing or hereafter arising in the name of Borrower
without any signature of Borrower. If Borrower fails to perform any of its
agreements or obligations under this Agreement or any other Transaction
Document, the Administrative Agent or its designee may (but shall not be
required to) itself perform, or cause performance of, such agreement or
obligation, and the expenses of the Administrative Agent or its designee
incurred in connection therewith shall be payable by Borrower as provided
herein.

     Section 8.4 Responsibilities of Borrower. Anything herein to the contrary
notwithstanding, the exercise by the Administrative Agent and the Lenders of
their rights hereunder shall not release the Servicer, any Originator or
Borrower from any of their duties or obligations with respect to any Receivables
or under the related Contracts. The Agents and the Lenders shall have no
obligation or liability with respect to any Receivables or related Contracts,
nor shall any of them be obligated to perform the obligations of Borrower or any
Originator.

     Section 8.5 Monthly Reports. The Servicer shall prepare and forward to the
Co-Agents (i) on each Monthly Reporting Date, a Monthly Report and an electronic
file of the data

                                       33
<PAGE>

contained therein and (ii) at such times as the Administrative Agent shall
request, a listing by Obligor of all Receivables together with an aging of such
Receivables; provided, however, that each of the Co-Agents may request a Monthly
Report be prepared and forwarded to the Co-Agents more frequently than monthly
and the Servicer shall comply with such request.

     Section 8.6 Servicing Fee. As compensation for the Servicer's servicing
activities on their behalf, the Lenders hereby agree to pay the Servicer the
Servicing Fee, which fee shall be paid in arrears on each Settlement Date.

                                  ARTICLE IX.
                               AMORTIZATION EVENTS

     Section 9.1 Amortization Events. The occurrence of any one or more of the
following events shall constitute an "Amortization Event:"

         (a) Any Loan Party shall fail to make any payment or deposit (i) of
principal when required to be made by it under the Transaction Documents; or
(ii) of any other Obligation or amount not covered by clause (i) when required
to be made by it under the Transaction Documents and such failure continues for
five (5) consecutive days.

         (b) Any representation, warranty, certification or statement made or
deemed made by any Loan Party in any Transaction Document to which it is a party
or in any other document delivered pursuant thereto shall prove to have been
false or incorrect in any material respect when made or deemed made; provided
that the materiality threshold in the foregoing clause shall not be applicable
with respect to any representation or warranty which itself is subject to a
materiality threshold.

         (c) Any Loan Party shall fail to perform or observe any covenant
contained in Section 7.2 or 8.5 when due.

         (d) Except as provided in any other subsection or clause of this
Section 9.1, any Loan Party shall fail to perform or observe any other covenant
or agreement contained in any Transaction Document, and such failure shall
continue for thirty (30) consecutive days

         (e) Failure of Borrower to pay any Indebtedness (other than the
Obligations) when due or the default by Borrower in the performance of any term,
provision or condition contained in any agreement under which any such
Indebtedness was created or is governed, the effect of which is to cause, or to
permit the holder or holders of such Indebtedness to cause, such Indebtedness to
become due prior to its stated maturity; or any such Indebtedness of Borrower
shall be declared to be due and payable or required to be prepaid (other than by
a regularly scheduled payment) prior to the date of maturity thereof.

         (f) Failure of BSX (at any time while it is a Loan Party) or any of its
Subsidiaries other than Borrower to pay Indebtedness in excess of $100,000,000
in aggregate principal amount (hereinafter, "Material Indebtedness") when due
taking into account any applicable grace period; or the default by BSX (at any
time while it is a Loan Party) or any of its Subsidiaries other than Borrower in
the performance of any term, provision or condition contained in any agreement
under which any Material Indebtedness was created or is governed,

                                       34
<PAGE>

the effect of which is to cause such Material Indebtedness to become due prior
to its stated maturity; or any Material Indebtedness of BSX (at any time while
it is a Loan Party) or any of its Subsidiaries other than Borrower shall be
declared to be due and payable or required to be prepaid (other than by a
regularly scheduled payment) prior to the date of maturity thereof.

         (g) An Event of Bankruptcy shall occur with respect to any Loan Party
or any Material Subsidiary of any Loan Party.

         (h) As at the end of any Calculation Period:

              (i) the three-month rolling average Past Due Ratio shall exceed
         2.80%, or

              (ii) the three-month rolling average Dilution Ratio shall exceed
         4.4%.

         (i) A Change of Control shall occur.

         (j) One or more judgments or decrees shall be entered against the
Servicer or any of its Subsidiaries involving in the aggregate a liability (not
paid or in excess of the amount recoverable by insurance) of $100,000,000 (net
of any related tax benefit) or more, and all such judgments or decrees shall not
have been vacated, discharged, stayed or bonded pending appeal within 60 days
from the entry thereof, or one or more judgments or decrees shall be entered
against the Borrower, and all such judgments or decrees shall not have been
vacated, discharged, stayed or bonded pending appeal within 30 days from the
entry thereof.

         (k) The "Sale Termination Date" under and as defined in the Receivables
Sale Agreement shall occur or any Originator shall for any reason cease to
transfer, or cease to have the legal capacity to transfer, or otherwise be
incapable of transferring Receivables under the Receivables Sale Agreement.

         (l) This Agreement shall terminate in whole or in part (except in
accordance with its terms), or shall cease to be effective or to be the legally
valid, binding and enforceable obligation of Borrower, or the Administrative
Agent for the benefit of the Secured Parties shall cease to have a valid and
perfected first priority security interest in the Collateral.

         (m) On any Settlement Date, after giving effect to the turnover of
Collections by the Servicer on such date and the application thereof to the
Obligations in accordance with this Agreement, (i) (A) the Blue Ridge Liquidity
Banks' Loans at any time outstanding shall exceed the aggregate amount of the
Blue Ridge Liquidity Banks' Commitments or (B) or the Victory Liquidity Banks'
Loans at any time outstanding shall exceed the aggregate amount of the Victory
Liquidity Banks' Commitments or (ii) the Net Pool Balance shall be less than the
sum of (A) the Aggregate Principal plus (B) the Required Reserve.

         (n) The Internal Revenue Service shall file notice of a lien pursuant
to Section 6323 of the Code with regard to any of the Collateral and such lien
shall not have been released within seven (7) days, or the PBGC shall file
notice of a lien pursuant to Section 4068 of ERISA with regard to any of the
Collateral and such lien shall not have been released within seven (7) days.

                                       35
<PAGE>

     Section 9.2 Remedies. Upon the occurrence and during the continuation of an
Amortization Event, the Administrative Agent may, or upon the direction of the
Required Liquidity Banks shall, take any of the following actions: (i) replace
the Person then acting as Servicer if the Administrative Agent has not already
done so, (ii) declare the Amortization Date to have occurred, whereupon the
Aggregate Commitment shall immediately terminate and the Amortization Date shall
forthwith occur, all without demand, protest or further notice of any kind, all
of which are hereby expressly waived by each Loan Party; provided, however, that
upon the occurrence of an Event of Bankruptcy with respect to any Loan Party,
the Amortization Date shall automatically occur, without demand, protest or any
notice of any kind, all of which are hereby expressly waived by each Loan Party,
(iii) deliver the Collection Notices to the Collection Banks, (iv) exercise all
rights and remedies of a secured party upon default under the UCC and other
applicable laws, and (v) notify Obligors of the Administrative Agent's security
interest in the Receivables and other Collateral. The aforementioned rights and
remedies shall be without limitation, and shall be in addition to all other
rights and remedies of the Administrative Agent and the Lenders otherwise
available under any other provision of this Agreement, by operation of law, at
equity or otherwise, all of which are hereby expressly preserved, including,
without limitation, all rights and remedies provided under the UCC, all of which
rights shall be cumulative.

                                   ARTICLE X.
                                 INDEMNIFICATION

     Section 10.1 Indemnities.

         (a) General Indemnity. Without limiting any other rights which any such
Person may have hereunder or under applicable law, the Borrower hereby agrees to
indemnify each of the Affected Parties, each of their respective Affiliates, and
all successors, transferees, participants and assigns and all officers,
directors, shareholders, controlling persons, employees and agents of any of the
foregoing (each, an "Indemnified Party"), forthwith on demand, from and against
any and all damages, losses, claims, liabilities and reasonable related
out-of-pocket costs and expenses, including reasonable attorneys' fees and
disbursements (all of the foregoing being collectively referred to as
"Indemnified Amounts") awarded against or incurred by any of them arising out of
or relating to the Transaction Documents, the Obligations, the Collateral or the
actions of the Loan Parties excluding, however: (i) Indemnified Amounts to the
extent determined by a court of competent jurisdiction to have resulted from bad
faith, gross negligence or willful misconduct on the part of such Indemnified
Party, (ii) taxes imposed by the jurisdiction in which such Indemnified Party's
principal executive office is located, on or measured by the overall net income
of such Indemnified Party; and or (iii) recourse (except as otherwise
specifically provided in this Agreement) for Indemnified Amounts to the extent
the same includes losses in respect of Receivables that were Eligible
Receivables on the date such Receivables were purchased by the Borrower which
are uncollectible on account of the insolvency, bankruptcy or lack of
creditworthiness of the related Obligor. Without limiting the foregoing, the
Borrower shall indemnify each Indemnified Party for Indemnified Amounts arising
out of or relating to:

              (A) the creation of any Lien on, or transfer by any Loan Party of
         any interest in, the Collateral other than as provided in the
         Transaction Documents;

                                       36
<PAGE>

              (B) any representation or warranty made by any Originator or Loan
         Party (or any of its officers) under or in connection with any
         Transaction Document, any Monthly Report or any other information or
         report delivered by or on behalf of any Originator or Loan Party
         pursuant thereto, which shall have been false, incorrect or misleading
         in any respect when made or deemed made or delivered, as the case may
         be;

              (C) the failure by any Loan Party to comply with the terms of any
         Transaction Document or any applicable law, rule or regulation with
         respect to any Receivable or the related Contract and/or Invoice, or
         the nonconformity of any Receivable or the related Contract and/or
         Invoice with any such applicable law, rule or regulation;

              (D) the failure to vest and maintain vested in the Borrower a
         perfected ownership interest in all Collateral; or the failure to vest
         and maintain vested in the Administrative Agent, for the benefit of the
         Secured Parties, a valid and perfected first priority security interest
         in the Collateral, free and clear of any other Lien, other than a Lien
         arising solely as a result of an act of one of the Secured Parties, now
         or at any time thereafter;

              (E) [Intentionally Omitted]

              (F) any dispute, claim, offset or defense of the Obligor to the
         payment of any Receivable (including, without limitation, a defense
         based on such Receivables or the related Contract and/or Invoice not
         being a legal, valid and binding obligation of such Obligor enforceable
         against it in accordance with its terms), or any other claim resulting
         from the sale of the services related to such Receivable or the
         furnishing or failure to furnish such services (provided that this
         clause (F) shall not be applied to provide credit recourse in respect
         of the portion of the Outstanding Balance of any Receivable which has
         been discharged in the bankruptcy of the Obligor thereon);

              (G) any matter described in Section 3.4;

              (H) any failure of any Loan Party to perform its duties or
         obligations in accordance with the provisions of this Agreement or the
         other Transaction Documents to which it is a party;

              (I) any claim of breach by any Originator or Loan Party of any
         related Contract and/or Invoice with respect to any Receivable;

              (J) any Tax (but not including Taxes upon or measured by net
         income or net profits or franchise Taxes in lieu of net income or net
         profits Taxes), all interest and penalties thereon or with respect
         thereto, and all out-of-pocket costs and expenses, including the
         reasonable fees and expenses of counsel in defending against the same,
         which may arise by reason of the Administrative Agent's security
         interest in the Collateral;

                                       37
<PAGE>

              (K) the commingling of Collections of Receivables at any time with
         other funds;

              (L) any investigation, litigation or proceeding related to or
         arising from this Agreement or any other Transaction Document, the
         transactions contemplated hereby or thereby, the use of the proceeds of
         any Loan, the security interest in the Receivables and Related Assets
         or any other investigation, litigation or proceeding relating to the
         Borrower or any of the Originators in which any Indemnified Party
         becomes involved as a result of any of the transactions contemplated
         hereby or thereby;

              (M) any products or professional liability, personal injury or
         damage suit, or other similar claim arising out of or in connection
         with merchandise, insurance or services that are the subject of any
         Contract, Invoice or any Receivable;

              (N) any inability to litigate any claim against any Obligor in
         respect of any Receivable as a result of such Obligor being immune from
         civil and commercial law and suit on the grounds of sovereignty or
         otherwise from any legal action, suit or proceeding;

              (O) the occurrence of any Event of Bankruptcy with respect to any
         Loan Party; or

              (P) any loss incurred by any of the Secured Parties as a result of
         the inclusion in the Borrowing Base of Receivables owing from any
         single Obligor and its Affiliates who are Obligors which causes the
         aggregate Outstanding Balance of all such Receivables to exceed the
         applicable Obligor Concentration Limit.

         (b) Contest of Tax Claim; After-Tax Basis. If any Indemnified Party
shall have notice of any attempt to impose or collect any Tax or governmental
fee or charge for which indemnification will be sought from any Loan Party under
Section 10.1(a)(J), such Indemnified Party shall give prompt and timely notice
of such attempt to the Borrower and the Borrower shall have the right, at its
expense, to participate in any proceedings resisting or objecting to the
imposition or collection of any such Tax, governmental fee or charge.
Indemnification hereunder shall be in an amount necessary to make the
Indemnified Party whole after taking into account any tax consequences of the
payment of any of the aforesaid taxes or payments of amounts indemnified against
hereunder (including any deduction) and the receipt of the indemnity payment
provided hereunder or of any refund of any such tax previously indemnified
hereunder, including the effect of such tax, amount indemnified against,
deduction or refund on the amount of tax measured by net income or profits which
is or was payable by the Indemnified Party.

         (c) Contribution. If for any reason the indemnification provided above
in this Section 10.1 is unavailable to an Indemnified Party or is insufficient
to hold an Indemnified Party harmless, then the Borrower shall contribute to the
amount paid or payable

                                       38
<PAGE>

by such Indemnified Party as a result of such loss, claim, damage or liability
in such proportion as is appropriate to reflect not only the relative benefits
received by such Indemnified Party on the one hand and the Borrower on the other
hand but also the relative fault of such Indemnified Party as well as any other
relevant equitable considerations.

     Section 10.2 Indemnities by Servicer.

         (a) Without limiting any other rights which any Indemnified Party may
have hereunder or under applicable law, the Servicer hereby agrees to indemnify
each of the Indemnified Parties forthwith on demand, from and against any and
all Indemnified Amounts awarded against or incurred by any of them arising out
of or relating to (i) the Servicer's performance of, or failure to perform, any
of its obligations under or in connection with any Transaction Document, (ii)
any representation or warranty made by the Servicer (or any of its officers)
under or in connection with any Transaction Document, any Monthly Report, Weekly
Report, computation of Cash Collateral Payment or any other information or
report delivered by or on behalf of the Servicer, which shall have been false,
incorrect or misleading in any material respect when made or deemed made or
delivered, as the case may be, (iii) the failure of the Servicer to comply with
any applicable law, rule or regulation with respect to any Receivable or the
related Contract and Invoice or (iv) any commingling of any funds by the
Servicer relating to the Receivables with any of its funds or the funds of any
other Person. Notwithstanding the foregoing, in no event shall any Indemnified
Party be indemnified from and against any and all (i) Indemnified Amounts to the
extent determined by a court of competent jurisdiction to have resulted from
gross negligence or willful misconduct on the part of such Indemnified Party,
(ii) taxes imposed by the jurisdiction in which such Indemnified Party's
principal executive office is located, on or measured by the overall net income
of such Indemnified Party; and or (iii) recourse (except as otherwise
specifically provided in this Agreement) for Indemnified Amounts to the extent
the same includes losses in respect of Receivables that were Eligible
Receivables on the date such Receivables were purchased by the Borrower which
are uncollectible on account of the insolvency, bankruptcy or lack of
creditworthiness of the related Obligor.

         (b) If for any reason the indemnification provided above in this
Section 10.2 (and subject to the exceptions set forth therein) is unavailable to
an Indemnified Party or is insufficient to hold an Indemnified Party harmless,
then the Servicer shall contribute to the amount paid or payable by such
Indemnified Party as a result of such loss, claim, damage or liability in such
proportion as is appropriate to reflect not only the relative benefits received
by such Indemnified Party on the one hand and the Servicer on the other hand but
also the relative fault of such Indemnified Party as well as any other relevant
equitable considerations.

     Section 10.3 Other Costs and Expenses. Borrower shall pay to the Affected
Parties on demand all reasonable costs and out-of-pocket expenses actually
incurred in connection with the preparation, execution, delivery and
administration of this Agreement, the transactions contemplated hereby and the
other documents to be delivered hereunder, including without limitation, the
cost of one set of auditors for the Conduits auditing the books, records and
procedures of Borrower, reasonable fees and out-of-pocket expenses of legal
counsel for Blue Ridge, Blue Ridge Agent and the Administrative Agent actually
incurred (which such counsel may be employees of Blue Ridge, Blue Ridge Agent or
the Administrative Agent) with respect thereto and with respect to advising Blue
Ridge, Victory, the Victory Agent, Blue Ridge Agent

                                       39
<PAGE>

and the Administrative Agent as to their respective rights and remedies under
this Agreement. Borrower shall pay to the Administrative Agent on demand any and
all reasonable costs and expenses of the Administrative Agent and the Lenders,
if any, including reasonable counsel fees and expenses actually incurred in
connection with the enforcement of this Agreement and the other documents
delivered hereunder and in connection with any restructuring or workout of this
Agreement or such documents, or the administration of this Agreement following
an Amortization Event.

     Section 10.4 Taxes. Any sales or use tax payable in connection with the
transactions contemplated herein, and any documentary stamp taxes or recording
taxes associated with the perfection of the Lender's interest in the Receivables
and Related Assets.

                                  ARTICLE XI.
                                   THE AGENTS

     Section 11.1 Appointment.

         (a) Each member of the Blue Ridge Group hereby irrevocably designates
and appoints Wachovia Bank, National Association as Blue Ridge Agent hereunder
and under the other Transaction Documents to which the Blue Ridge Agent is a
party , and authorizes the Blue Ridge Agent to take such action on its behalf
under the provisions of the Transaction Documents and to exercise such powers
and perform such duties as are expressly delegated to the Blue Ridge Agent by
the terms of the Transaction Documents, together with such other powers as are
reasonably incidental thereto. Each member of the Victory Group hereby
irrevocably designates and appoints BTM as Victory Agent hereunder and under the
other Transaction Documents to which the Victory Agent is a party , and
authorizes the Victory Agent to take such action on its behalf under the
provisions of the Transaction Documents and to exercise such powers and perform
such duties as are expressly delegated to the Victory Agent by the terms of the
Transaction Documents, together with such other powers as are reasonably
incidental thereto. Each of the Lenders and the Co-Agents hereby irrevocably
designates and appoints Wachovia Bank, National Association as Administrative
Agent hereunder and under the Transaction Documents to which the Administrative
Agent is a party, and authorizes the Administrative Agent to take such action on
its behalf under the provisions of the Transaction Documents and to exercise
such powers and perform such duties as are expressly delegated to the
Administrative Agent by the terms of the Transaction Documents, together with
such other powers as are reasonably incidental thereto. Notwithstanding any
provision to the contrary elsewhere in this Agreement, none of the Agents shall
have any duties or responsibilities, except those expressly set forth in the
Transaction Documents to which it is a party, or any fiduciary relationship with
any Lender, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities on the part of such Agent shall be read into any
Transaction Document or otherwise exist against such Agent.

         (b) The provisions of this Article XI are solely for the benefit of the
Agents and the Lenders, and none of the Loan Parties shall have any rights as a
third-party beneficiary or otherwise under any of the provisions of this Article
XI, except that this Article XI shall not affect any obligations which any of
the Agents or Lenders may have to any of the Loan Parties under the other
provisions of this Agreement.

                                       40
<PAGE>

         (c) In performing its functions and duties hereunder, (i) the Blue
Ridge Agent shall act solely as the agent of the members of the Blue Ridge Group
and does not assume nor shall be deemed to have assumed any obligation or
relationship of trust or agency with or for any of the Loan Parties or any of
their respective successors and assigns, (ii) the Victory Agent shall act solely
as the agent of the members of the Victory Group and does not assume nor shall
be deemed to have assumed any obligation or relationship of trust or agency with
or for any of the Loan Parties or any of their respective successors and
assigns, and (iii) the Administrative Agent shall act solely as the agent of the
Secured Parties and does not assume nor shall be deemed to have assumed any
obligation or relationship of trust or agency with or for any of the Loan
Parties or any of their respective successors and assigns.

     Section 11.2 Delegation of Duties. Each of the Agents may execute any of
its duties under the Transaction Documents to which it is a party by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. None of the Agents shall be
responsible for the negligence or misconduct of any agents or attorneys-in-fact
selected by it with reasonable care.

     Section 11.3 Exculpatory Provisions. None of the Agents nor any of its
directors, officers, agents or employees shall be (i) liable to any of the
Lenders or other Agents for any action lawfully taken or omitted to be taken by
it or them or any Person described in Section 11.2 under or in connection with
this Agreement (except for its, their or such Person's own bad faith, gross
negligence or willful misconduct), or (ii) responsible in any manner to any of
the Lenders or other Agents for any recitals, statements, representations or
warranties made by Borrower contained in this Agreement or in any certificate,
report, statement or other document referred to or provided for in, or received
under or in connection with, this Agreement or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other document furnished in connection herewith, or for any failure of any
of the Loan Parties to perform its respective obligations hereunder, or for the
satisfaction of any condition specified in Article V, except receipt of items
required to be delivered to such Agent. None of the Agents shall be under any
obligation to any other Agent or any Lender to ascertain or to inquire as to the
observance or performance of any of the agreements or covenants contained in, or
conditions of, this Agreement, or to inspect the properties, books or records of
the Loan Parties. This Section 11.3 is intended solely to govern the
relationship between the Agents, on the one hand, and the Lenders and their
respective Liquidity Banks, on the other.

     Section 11.4 Reliance by Agents.

         (a) Each of the Agents shall in all cases be entitled to rely, and
shall be fully protected in relying, upon any note, writing, resolution, notice,
consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or
teletype message, statement, order or other document or conversation believed by
it to be genuine and correct and to have been signed, sent or made by the proper
Person or Persons and upon advice and statements of legal counsel (including,
without limitation, counsel to the Loan Parties), independent accountants and
other experts selected by such Agent. Each of the Agents shall in all cases be
fully justified in failing or refusing to take any action under this Agreement
or any other document furnished in connection herewith unless it shall first
receive such advice or concurrence of such of its Lenders and Liquidity Banks,
as it shall determine to be appropriate under the relevant circumstances, or

                                       41
<PAGE>

it shall first be indemnified to its satisfaction by its Constituent Liquidity
Banks against any and all liability, cost and expense which may be incurred by
it by reason of taking or continuing to take any such action.

         (b) Any action taken by any of the Agents in accordance with Section
11.4(a) shall be binding upon all of the Agents and the Lenders.

     Section 11.5 Notice of Events of Default. None of the Agents shall be
deemed to have knowledge or notice of the occurrence of any Amortization Event
or Unmatured Amortization Event unless such Agent has received notice from
another Agent, a Lender or a Loan Party referring to this Agreement, stating
that an Amortization Event or Unmatured Amortization Event has occurred
hereunder and describing such Amortization Event or Unmatured Amortization
Event. In the event that any of the Agents receives such a notice, it shall
promptly give notice thereof to the Lenders and the other Agents. The
Administrative Agent shall take such action with respect to such Amortization
Event or Unmatured Amortization Event as shall be directed by either of the
Co-Agents, provided that the Administrative Agent is indemnified to its
satisfaction by such Co-Agent and its Constituent Liquidity Banks against any
and all liability, cost and expense which may be incurred by it by reason of
taking any such action.

     Section 11.6 Non-Reliance on Other Agents and Lenders. Each of the Lenders
expressly acknowledges that none of the Agents, nor any of the Agents'
respective officers, directors, employees, agents, attorneys-in-fact or
affiliates has made any representations or warranties to it and that no act by
any of the Agents hereafter taken, including, without limitation, any review of
the affairs of the Loan Parties, shall be deemed to constitute any
representation or warranty by such Agent. Each of the Lenders also represents
and warrants to the Agents and the other Lenders that it has, independently and
without reliance upon any such Person (or any of their Affiliates) and based on
such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, operations, property,
prospects, financial and other conditions and creditworthiness of the Loan
Parties and made its own decision to enter into this Agreement. Each of the
Lenders also represents that it will, independently and without reliance upon
the Agents or any other Liquidity Bank or Lender, and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit analysis, appraisals and decisions in taking or not taking action
under this Agreement, and to make such investigation as it deems necessary to
inform itself as to the business, operations, property, prospects, financial and
other condition and creditworthiness of the Loan Parties. The Agents, the
Lenders and their respective Affiliates, shall have no duty or responsibility to
provide any party to this Agreement with any credit or other information
concerning the business, operations, property, prospects, financial and other
condition or creditworthiness of the Loan Parties which may come into the
possession of such Person or any of its respective officers, directors,
employees, agents, attorneys-in-fact or affiliates, except that each of the
Agents shall promptly distribute to the other Agents and the Lenders, copies of
financial and other information expressly provided to it by any of the Loan
Parties pursuant to this Agreement.

     Section 11.7 Indemnification of Agents. Each Liquidity Bank agrees to
indemnify (a) its applicable Co-Agent, (b) the Administrative Agent, and (c) the
officers, directors, employees, representatives and agents of each of the
foregoing (to the extent not reimbursed by the Loan

                                       42
<PAGE>

Parties and without limiting the obligation of the Loan Parties to do so),
ratably in accordance with their respective Loans, from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever (including,
without limitation, the reasonable fees and disbursements of counsel for such
Co-Agent, the Administrative Agent or such Person in connection with any
investigative, administrative or judicial proceeding commenced or threatened,
whether or not such Co-Agent or the Administrative Agent or such Person shall be
designated a party thereto) that may at any time be imposed on, incurred by or
asserted against such Co-Agent, the Administrative Agent or such Person as a
result of, or arising out of, or in any way related to or by reason of, any of
the transactions contemplated hereunder or the execution, delivery or
performance of this Agreement or any other document furnished in connection
herewith (but excluding any such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting
solely from the bad faith, gross negligence or willful misconduct of such
Co-Agent, the Administrative Agent or such Person as finally determined by a
court of competent jurisdiction).

     Section 11.8 Agents in their Individual Capacities. Each of the Agents in
its individual capacity and its affiliates may make loans to, accept deposits
from and generally engage in any kind of business with the Loan Parties and
their Affiliates as though such Agent were not an Agent hereunder. With respect
to its Loans, if any, pursuant to this Agreement, each of the Agents shall have
the same rights and powers under this Agreement as any Lender and may exercise
the same as though it were not an Agent, and the terms "Lender" and "Lenders"
shall include each of the Agents in their individual capacities.

     Section 11.9 Conflict Waivers.

         (a) Wachovia acts, or may in the future act: (i) as administrative
agent for Blue Ridge, (ii) as issuing and paying agent for Blue Ridge's
Commercial Paper, (iii) to provide credit or liquidity enhancement for the
timely payment for Blue Ridge's Commercial Paper and (iv) to provide other
services from time to time for Blue Ridge (collectively, the "Wachovia Roles").
Without limiting the generality of Sections 11.1 and 11.8, each of the
Administrative Agent and the Lenders hereby acknowledges and consents to any and
all Wachovia Roles and agrees that in connection with any Wachovia Role,
Wachovia may take, or refrain from taking, any action which it, in its
discretion, deems appropriate, including, without limitation, in its role as
administrative agent for Blue Ridge, the giving of notice to the Liquidity Banks
of a mandatory purchase pursuant to the Blue Ridge Liquidity Agreement, and
hereby acknowledges that neither Wachovia nor any of its Affiliates has any
fiduciary duties hereunder to any Lender (other than Blue Ridge) arising out of
any Wachovia Roles.

         (b) BTM acts, or may in the future act: (i) as administrator of
Victory, (ii) to provide credit or liquidity enhancement for the timely payment
for Victory's Commercial Paper and (iii) to provide other services from time to
time for Victory (collectively, the "BTM Roles"). Without limiting the
generality of Sections 11.1 and 11.8, each of the Agents and Victory hereby
acknowledges and consents to any and all BTM Roles and agrees that in connection
with any BTM Role, BTM may take, or refrain from taking, any action which it, in
its discretion, deems appropriate, including, without limitation, in its role as
administrator of Victory, the giving of

                                       43
<PAGE>

notice to the Victory Liquidity Banks of a mandatory purchase pursuant to the
Victory Liquidity Agreement.

     Section 11.10 UCC Filings. Each of the Secured Parties hereby expressly
recognizes and agrees that the Administrative Agent may be listed as the
assignee or secured party of record on the various UCC filings required to be
made under the Transaction Documents in order to perfect their respective
interests in the Collateral, that such listing shall be for administrative
convenience only in creating a record or nominee holder to take certain actions
hereunder on behalf of the Secured Parties and that such listing will not affect
in any way the status of the Secured Parties as the true parties in interest
with respect to the Collateral. In addition, such listing shall impose no duties
on the Administrative Agent other than those expressly and specifically
undertaken in accordance with this Article XI.

                                  ARTICLE XII.
                           ASSIGNMENTS; PARTICIPATIONS

Section 12.1      Restrictions on Assignments.

         (a) Except to the extent permitted by the Transaction Documents, no
Loan Party may assign its rights, or delegate its duties hereunder or any
interest herein without the prior written consent of each of the Agents and, in
the case of Blue Ridge, satisfaction of the Rating Agency Condition.

         (b) Each of the Conduits may, at any time, assign all or any portion of
any of its Loans, or sell participations therein, to (i) its Constituent
Liquidity Banks or the Enhancement Providers or BTM Trust Company (or to its
Co-Agent for the ratable benefit of its Constituent Liquidity Banks) or (ii)
another multi-seller commercial paper conduit administered by either Co-Agent
which has at least the same credit rating as the assigning Conduit.

         (c) In addition to, and not in limitation of, assignments and
participations described in Section 12.1(b):

              (i) in the event that any of the Blue Ridge Liquidity Banks
         becomes a Downgraded Liquidity Bank, such Downgraded Liquidity Bank
         shall give prompt written notice of its Downgrading Event to the
         applicable Co-Agent and Borrower. Within 30 calendar days after
         Borrower's receipt of such notice, Borrower may propose an Eligible
         Assignee who is willing to accept an assignment of, and to assume, such
         Downgraded Liquidity Bank's rights and obligations under this Agreement
         and under the applicable Liquidity Agreement. In the event that
         Borrower fails to propose such an Eligible Assignee within such 30
         calendar days period, or such Eligible Assignee does not execute and
         deliver assignment and assumption documents reasonably acceptable to
         such Downgraded Liquidity Bank and the applicable Co-Agent and pay the
         Downgraded Liquidity Bank's Obligations in full, in each case, not
         later than 5:00 p.m. (New York City time) on the 10th Business Day
         following Borrower's receipt of notice of such Downgrading Event, the
         applicable Co-Agent may identify an Eligible Assignee without
         Borrower's consent, and the Downgraded

                                       44
<PAGE>

         Liquidity Bank shall promptly assign its rights and obligations to the
         Eligible Assignee designated by such Co-Agent against payment in full
         of its Obligations;

              (ii) each of the Lenders may assign all or any portion of its
         Loans and, if applicable, its Commitment and Liquidity Commitment, to
         any Eligible Assignee with the prior written consent of (A) Borrower
         and (B) such Lender's applicable Co-Agent, which consents shall not be
         unreasonably withheld or delayed; provided, however, that no such
         consent shall be required if such Eligible Assignee is already a
         Liquidity Bank party to this Agreement or if any Amortization Event
         exists and is continuing and the aggregate Liquidity Commitments, after
         giving effect to such assignment, would not be reduced solely because
         of such assignment;

              (iii) each of the Lenders may, without the prior written consent
         of Borrower or any of the Agents, sell participations in all or any
         portion of their respective rights and obligations in, to and under the
         Transaction Documents and the Obligations in accordance with Sections
         12.2 and 14.7.

         (d) Nothing herein shall limit the ability of either Conduit to grant a
security interest therein to the program collateral agent for such Conduit's
commercial paper program.

     Section 12.2 Rights of Assignees and Participants.

         (a) Upon the assignment by a Lender in accordance with Section 1.2(c)
or 12.1(b) or (c), the Eligible Assignee(s) receiving such assignment shall have
all of the rights of such Lender with respect to the Transaction Documents and
the Obligations (or such portion thereof as has been assigned).

         (b) In no event will the sale of any participation interest in any
Lender's or any Eligible Assignee's rights under the Transaction Documents or in
the Obligations relieve the seller of such participation interest of its
obligations, if any, hereunder or, if applicable, under the Liquidity Agreement
to which it is a party and such Loan Party shall remain solely responsible for
the performance of its obligations hereunder and thereunder. No participant
shall have any right to restrict the approval of or to approve any amendment,
modification or waiver to the provisions hereof except to the extent any such
amendment, modification or waiver reduces the amount of Advances or the interest
rate or fees payable with respect to such Advances; provided, however, that to
the extent that any Liquidity Funding is deemed to be the sale of a
participation, the foregoing limitation on participants' voting rights shall not
apply to any Liquidity Bank participating in such Liquidity Funding.

     Section 12.3 Terms and Evidence of Assignment. Any assignment to any
Eligible Assignee(s) pursuant to Section 1.2(c), 12.1(b) or 12.1(c) shall be
upon such terms and conditions as the assigning Lender and the applicable
Co-Agent, on the one hand, and the Eligible Assignee, on the other, may mutually
agree, and shall be evidenced by such instrument(s) or document(s) as may be
satisfactory to such Lender, the applicable Co-Agent and the Eligible
Assignee(s). Any assignment made in accordance with the terms of this Article
XII

                                       45
<PAGE>

shall relieve the assigning Lender of its obligations, if any, under this
Agreement (and, if applicable, the Liquidity Agreement to which it is a party)
to the extent assigned.

                                 ARTICLE XIII.
                                SECURITY INTEREST

     Section 13.1 Grant of Security Interest. To secure the due and punctual
payment of the Obligations, whether now or hereafter existing, due or to become
due, direct or indirect, or absolute or contingent, including, without
limitation, all Indemnified Amounts, in each case pro rata according to the
respective amounts thereof, Borrower hereby grants to the Administrative Agent,
for the benefit of the Secured Parties, a security interest in, all of
Borrower's right, title and interest, whether now owned and existing or
hereafter arising in and to all of the Receivables, the Related Security, the
Collections and all proceeds of the foregoing (collectively, the "Collateral").

     Section 13.2 Termination after Final Payout Date. Each of the Secured
Parties hereby authorizes the Administrative Agent, and the Administrative Agent
hereby agrees, promptly after the Final Payout Date to execute and deliver to
Borrower such UCC termination statements as may be necessary to terminate the
Administrative Agent's security interest in and Lien upon the Collateral, all at
Borrower's expense. Upon the Final Payout Date, all right, title and interest of
the Administrative Agent and the other Secured Parties in and to the Collateral
shall terminate.

                                  ARTICLE XIV.
                                  MISCELLANEOUS

     Section 14.1 Waivers and Amendments. No amendment or waiver of any
provision of this Agreement nor consent to any departure by any Loan Party
therefrom shall in any event be effective unless the same shall be in writing
and signed by each of the Loan Parties and the Agents, and any such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given; provided, however, that:

         (a) before the Blue Ridge Agent enters into such an amendment or grants
such a waiver or consent that is deemed to be material by S&P and/or Moody's,
the Rating Agency Condition must be satisfied with respect to Blue Ridge, and

         (b) without the prior written consent of all Victory Liquidity Banks
with respect to the Victory Agent and Blue Ridge Liquidity Banks with respect to
the Blue Ridge Agent, such Co-Agent will not amend, modify or waive any
provision of this Agreement which would (i) reduce the amount of any principal
or interest that is payable on account of its Conduit's Loans or delay any
scheduled date for payment thereof; (ii) decrease the Required Reserve, decrease
the spread included in any Interest Rate or change the Servicing Fee; (iii)
modify this Section 14.1; or (iv) modify any yield protection or indemnity
provision which expressly inures to the benefit of assignees or participants of
such Co-Agent's Conduit.

         (c) Borrower shall not amend or otherwise modify any other Transaction
Document without the consent of each Agent.

                                       46
<PAGE>

         (d) No failure on the part of any Agent, any Affected Party, any
Indemnified Party, Purchaser or any other Secured Party to exercise, and no
delay in exercising, any right, power or remedy hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, power or
remedy hereunder preclude any other or further exercise thereof or the exercise
of any other right, power or remedy. The rights and remedies herein provided are
cumulative and not exclusive of any rights or remedies provided by law. Any
waiver of this Agreement shall be effective only in the specific instance and
for the specific purpose for which given. Without limiting the foregoing, BTM,
individually and as a Co-Agent, and Victory's Liquidity Provider and Enhancement
Provider are each hereby authorized by Borrower and Servicer (as Servicer and as
an Originator) at any time and from time to time, to the fullest extent
permitted by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held and other indebtedness at
any time owing by BTM, or to Victory's Liquidity Provider or Enhancement
Provider to or for the credit to the account of Borrower or any Originator, now
or hereafter existing under this Agreement, to of any Agent, any Affected Party,
any Indemnified Party, Purchaser or any other Secured Party, or their respective
successors and assigns.

     Section 14.2 Notices. Except as provided in this Section 14.2, all
communications and notices provided for hereunder shall be in writing (including
bank wire, telecopy or electronic facsimile transmission or similar writing) and
shall be given to the other parties hereto at their respective addresses or
telecopy numbers set forth on Schedule 14.2 hereof or at such other address or
telecopy number as such Person may hereafter specify for the purpose of notice
to each of the other parties hereto. Each such notice or other communication
shall be effective (i) if given by telecopy, upon the receipt thereof, (ii) if
given by mail, three (3) Business Days after the time such communication is
deposited in the mail with first class postage prepaid or (iii) if given by any
other means, when received at the address specified below its signature hereto.
Borrower hereby authorizes each of the Co-Agents to effect Advances and Interest
Period and Interest Rate selections based on telephonic notices made by any
Person whom such Co-Agent in good faith believes to be acting on behalf of
Borrower. Borrower agrees to deliver promptly to the Co-Agents a written
confirmation of each telephonic notice signed by an authorized officer of
Borrower; provided, however, the absence of such confirmation shall not affect
the validity of such notice. If the written confirmation differs from the action
taken by the Co-Agents, the records of the Co-Agents shall govern absent
manifest error.

     Section 14.3 Ratable Payments. Except as provided in the next sentence, if
any Lender, whether by setoff or otherwise, has payment made to it with respect
to any portion of the Obligations owing to such Lender (other than payments
received pursuant to Section 10.2 or 10.3) in a greater proportion than that
received by any other Lender entitled to receive a ratable share of such
Obligations, such Lender agrees, promptly upon demand, to purchase for cash
without recourse or warranty a portion of such Obligations held by the other
Lenders so that after such purchase each Lender will hold its ratable proportion
of such Obligations; provided that if all or any portion of such excess amount
is thereafter recovered from such Lender, such purchase shall be rescinded and
the purchase price restored to the extent of such recovery, but without
interest. Notwithstanding the foregoing, if the Liquidity Banks in one of the
Groups decline to extend their Liquidity Termination Date, their Co-Agent will
promptly notify the other Co-Agent and Borrower of such decision, and Borrower
shall have the right to replace the non-extending Group with a new Conduit and
one or more new Liquidity Banks without repaying any portion

                                       47
<PAGE>

of the other Group's Loans at the time of such replacement, and without
triggering the purchase requirements under the preceding sentence.

     Section 14.4 Protection of Administrative Agent's Security Interest.

         (a) Borrower agrees that from time to time, at its expense, it will
promptly execute and deliver all instruments and documents, and take all
actions, that may be necessary or desirable, to perfect, protect or more fully
evidence the Administrative Agent's security interest in the Collateral, or to
enable the Administrative Agent or the Lenders to exercise and enforce their
rights and remedies hereunder. At any time after the occurrence and continuation
of an Amortization Event, the Administrative Agent may, or the Administrative
Agent may direct Borrower or the Servicer to, notify the Obligors of
Receivables, at Borrower's expense, of the ownership or security interests of
the Lenders under this Agreement and may also direct that payments of all
amounts due or that become due under any or all Receivables be made directly to
the Administrative Agent or its designee. Borrower or the Servicer (as
applicable) shall, at any Lender's request, withhold the identity of such Lender
in any such notification.

         (b) If any Loan Party fails to perform any of its obligations
hereunder, the Administrative Agent or any Lender may (but shall not be required
to) perform, or cause performance of, such obligations, and the Administrative
Agent's or such Lender's reasonable costs and expenses incurred in connection
therewith shall be payable by Borrower as provided in Section 10.3. Each Loan
Party irrevocably authorizes the Administrative Agent at any time and from time
to time in the sole discretion of the Administrative Agent, and appoints the
Administrative Agent as its attorney-in-fact, to act on behalf of such Loan
Party (i) to execute on behalf of Borrower as debtor and to file financing
statements necessary or desirable in the Administrative Agent's sole discretion
to perfect and to maintain the perfection and priority of the interest of the
Lenders in the Receivables and (ii) to file a carbon, photographic or other
reproduction of this Agreement or any financing statement with respect to the
Receivables as a financing statement in such offices as the Administrative Agent
in its sole discretion deems necessary or desirable to perfect and to maintain
the perfection and priority of the Administrative Agent's security interest in
the Collateral, for the benefit of the Secured Parties. This appointment is
coupled with an interest and is irrevocable. Each of the Loan Parties (A) hereby
authorizes the Administrative Agent to file financing statements and other
filing or recording documents with respect to the Receivables and Related
Security (including any amendments thereto, or continuation or termination
statements thereof), without the signature or other authorization of such Loan
Party, in such form and in such offices as the Administrative Agent reasonably
determines appropriate to perfect or maintain the perfection of the security
interest of the Administrative Agent hereunder, (B) acknowledges and agrees that
it is not authorized to, and will not, file financing statements or other filing
or recording documents with respect to the Receivables or Related Security
(including any amendments thereto, or continuation or termination statements
thereof), without the express prior written approval by the Administrative
Agent, consenting to the form and substance of such filing or recording
document, and approves, authorizes and ratifies any filings or recordings made
by or on behalf of the Administrative Agent in connection with the perfection of
the security interests in favor of Borrower or the Administrative Agent.

     Section 14.5 Confidentiality.

                                       48
<PAGE>

         (a) Each Loan Party and each Lender shall maintain and shall cause each
of its employees and officers to maintain the confidentiality of this Agreement,
the Fee Letters and the other confidential or proprietary information that are
clearly marked as being confidential and/or proprietary with respect to any
Agent or any Conduit and their respective businesses obtained by it or them in
connection with the structuring, negotiating and execution of the transactions
contemplated herein, except that such Loan Party and such Lender and its
officers and employees may disclose such information to such Loan Party's and
such Lender's external accountants and attorneys and as required by any
applicable law or order of any judicial or administrative proceeding.

         (b) Anything herein to the contrary notwithstanding, each Loan Party
hereby consents to the disclosure of any nonpublic information with respect to
it (i) to any Agent, the Liquidity Banks or any Conduit by each other, (ii) by
any Agent or the Lenders to any prospective or actual assignee or participant of
any of them and (iii) by any Agent to any rating agency, Commercial Paper dealer
or provider of a surety, guaranty or credit or liquidity enhancement to any
Conduit or any entity organized for the purpose of purchasing, or making loans
secured by, financial assets for which Wachovia or BTM acts as the
administrative agent and to any officers, directors, employees, outside
accountants and attorneys of any of the foregoing, provided that each such
Person is informed of the confidential nature of such information and (except in
the case of a Person described in clause (iii) above) agrees to maintain the
confidential nature of such information. In addition, the Lenders and the Agents
may disclose any such nonpublic information pursuant to any law, rule,
regulation, direction, request or order of any judicial, administrative or
regulatory authority or proceedings (whether or not having the force or effect
of law).

     Section 14.6 Bankruptcy Petition; Limitation on Payments. (a) To the
fullest extent permitted by applicable law, each of the Loan Parties, Agents and
Lenders hereby covenants and agrees that, prior to the date that is one year and
one day after the payment in full of all outstanding senior indebtedness of
either Conduit, it will not institute against, or join any other Person in
instituting against, either Conduit any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings or other similar proceeding under the laws
of the United States or any state of the United States.

         (b) A Conduit shall be required to make payment of the amounts required
to be paid by it pursuant hereto only if the applicable Conduit has Excess Funds
(as defined below). If the applicable Conduit does not have Excess Funds, the
excess of the amount due hereunder over the amount paid shall not constitute a
"claim" (as defined in Section 101(5) of the federal Bankruptcy Code) against
such Conduit until such time as such Conduit has Excess Funds. If a Conduit does
not have sufficient Excess Funds to make any payment due hereunder, then such
Conduit may pay a lesser amount and make additional payments that in the
aggregate equal the amount of the deficiency as soon as possible thereafter. The
term "Excess Funds" means the excess of (A) the aggregate projected value of the
applicable Conduit's assets and other property (including cash and cash
equivalents), over (B) the sum of (i) the sum of all scheduled payments of
principal, interest and other amounts payable on publicly or privately placed
indebtedness of such Conduit for borrowed money, plus (ii) the sum of all other
liabilities, indebtedness and other obligations of such Conduit for borrowed
money or owed to any credit or liquidity provider, together with all unpaid
interest then accrued thereon, plus (iii) all taxes payable by

                                       49
<PAGE>

such Conduit to the Internal Revenue Service, plus (iv) all other indebtedness,
liabilities and obligations of such Conduit then due and payable, but the amount
of any liability, indebtedness or obligation of such Conduit shall not exceed
the projected value of the assets to which recourse for such liability,
indebtedness or obligation is limited. Excess Funds shall be calculated once
each Business Day.

     Section 14.7 Limitation of Liability. Except with respect to any claim
arising out of the willful misconduct or gross negligence of any Agent, any
Lender or JH Management Corporation, no claim may be made by any Loan Party or
any other Person against any such Person or any of its respective Affiliates,
directors, officers, employees, attorneys or agents for any special, indirect,
consequential or punitive damages in respect of any claim for breach of contract
or any other theory of liability arising out of or related to the transactions
contemplated by this Agreement, or any act, omission or event occurring in
connection therewith; and each Loan Party hereby waives, releases, and agrees
not to sue upon any claim for any such damages, whether or not accrued and
whether or not known or suspected to exist in its favor. The parties agree that
Bankers Trust Company shall have no obligation, in its capacity as program
administrator for Victory or otherwise, to take any actions under the
Transaction Documents if Bankers Trust Company is relieved of its obligations as
program administrator.

     Section 14.8 CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, without regard to the
principles of conflicts of laws thereof OTHER THAN SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW (except in the case of the other Transaction Documents, to the
extent otherwise expressly stated therein) AND EXCEPT TO THE EXTENT THAT THE
PERFECTION OF THE OWNERSHIP INTEREST OF BORROWER OR THE SECURITY INTEREST OF THE
ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, IN ANY OF THE
COLLATERAL IS GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW
YORK.

     Section 14.9 CONSENT TO JURISDICTION. EACH PARTY TO THIS AGREEMENT HEREBY
IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES
FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK, IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION
DOCUMENTS OR ANY DOCUMENT EXECUTED BY SUCH PERSON PURSUANT TO THIS AGREEMENT,
AND EACH SUCH PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND
IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF
ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT
IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF ANY AGENT OR
ANY LENDER TO BRING PROCEEDINGS AGAINST ANY LOAN PARTY IN THE COURTS OF ANY
OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY LOAN PARTY AGAINST ANY AGENT
OR ANY LENDER OR ANY AFFILIATE OF ANY AGENT OR ANY LENDER INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR

                                       50
<PAGE>

CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH LOAN PARTY
PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW
YORK.

     Section 14.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TRIAL
BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER
(WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF,
RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY DOCUMENT EXECUTED BY ANY LOAN
PARTY PURSUANT TO THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR
THEREUNDER.

     Section 14.11 Integration; Binding Effect; Survival of Terms.

         (a) This Agreement and each other Transaction Document contain the
final and complete integration of all prior expressions by the parties hereto
with respect to the subject matter hereof and shall constitute the entire
agreement among the parties hereto with respect to the subject matter hereof
superseding all prior oral or written understandings.

         (b) This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and permitted assigns
(including any trustee in bankruptcy). This Agreement shall create and
constitute the continuing obligations of the parties hereto in accordance with
its terms and shall remain in full force and effect until terminated in
accordance with its terms; provided, however, that the rights and remedies with
respect to (i) any breach of any representation and warranty made by any Loan
Party pursuant to Article V, (ii) the indemnification and payment provisions of
Article X, and Sections 2.5(d), 14.5, 14.6 and 14.7 shall be continuing and
shall survive any termination of this Agreement.

         (c) Each Liquidity Provider, Enhancement Provider and each other
Affected Party is an express third party beneficiary hereof and of each other
Transaction Document.

     Section 14.12 Counterparts; Severability; Section References. This
Agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which when taken together shall constitute one and
the same Agreement. Delivery of an executed counterpart of a signature page to
this Agreement by telecopier shall be effective as delivery of a manually
executed counterpart of a signature page to this Agreement. Any provisions of
this Agreement which are prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

                            (Signature pages follow)

                                       51
<PAGE>


     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered by their duly authorized officers as of the date hereof.

                                        BOSTON SCIENTIFIC FUNDING CORPORATION

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





                                        BOSTON SCIENTIFIC CORPORATION, AS
                                        SERVICER

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

<PAGE>







                                        BLUE RIDGE ASSET FUNDING CORPORATION

                                        BY:  WACHOVIA BANK, NATIONAL
                                             ASSOCIATION, ITS ATTORNEY-IN-FACT


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


                                        WACHOVIA BANK, NATIONAL ASSOCIATION,
                                        individually as a Liquidity Bank, as
                                        Blue Ridge Agent and as Administrative
                                        Agent


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


                                        VICTORY RECEIVABLES CORPORATION


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



                                        THE BANK OF TOKYO-MITSUBISHI LTD., NEW
                                        YORK BRANCH, as a Liquidity Bank and as
                                        Victory Agent

                                        By:
                                           ------------------------------------

<PAGE>

                                    EXHIBIT I

                                   DEFINITIONS

     A. 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):

         "Adjusted Dilution Ratio" means, at any time, the rolling average of
the Dilution Ratio for the 12 months then most recently ended.

         "Administrative Agent" has the meaning set forth in the preamble to
this Agreement.

         "Administrative Agent's Account" means account #8735-098787 at Wachovia
Bank, National Association, ABA #053100494.

         "Advance" means a borrowing hereunder consisting of the aggregate
amount of the several Loans made on the same Borrowing Date.

         "Adverse Claim" means a Lien or other right or claim in, of or on any
Person's assets or properties in favor of any other Person.

         "Affected Party" means each of the Lenders, the Agents, the conduits
respective funding sources, BTM Trust Company, any sub-agent to any of the
Agents and any Affiliate of any of the foregoing.

         "Affiliate" means, with respect to any Person, any other Person
directly or indirectly controlling, controlled by, or under direct or indirect
common control with, such Person or any Subsidiary of such Person. A Person
shall be deemed to control another Person if the controlling Person owns 10% or
more of any class of voting securities of the controlled Person or possesses,
directly or indirectly, the power to direct or cause the direction of the
management or policies of the controlled Person, whether through ownership of
stock, by contract or otherwise.

         "Agents" means the Administrative Agent and Co-Agents.

         "Aggregate Commitment" means, on any date of determination, the
aggregate amount of the Commitments to make Loans hereunder. As of the date
hereof, the Aggregate Commitment is $200,000,000.

         "Aggregate Principal" means, on any date of determination, the
aggregate outstanding principal amount of all Advances outstanding on such date.

         "Agreement" means this Credit and Security Agreement, as it may be
amended or modified and in effect from time to time.

                                      I-1
<PAGE>

         "Allocation Limit" means the Blue Ridge Allocation Limit or Victory
Allocation Limit, as the case may be.

         "Alternate Base Rate" means for any day, the rate per annum equal to
the higher as of such day of (i) the applicable Prime Rate, or (ii) one-half of
one percent (0.50%) above the Federal Funds Effective Rate. For purposes of
determining the Alternate Base Rate for any day, changes in the Prime Rate or
the Federal Funds Effective Rate shall be effective on the date of each such
change.

         "Alternate Base Rate Loan" means a Loan which bears interest at the
Alternate Base Rate or the Default Rate.

         "Amortization Date" means the earliest to occur of (i) the Business Day
immediately prior to the occurrence of an Event of Bankruptcy with respect to
any Loan Party, (ii) the Business Day specified in a written notice from the
Administrative Agent following the occurrence and during the continuance of any
other Amortization Event, and (iii) the date which is 15 Business Days after the
Administrative Agent's receipt of written notice from Borrower that it wishes to
terminate the facility evidenced by this Agreement.

         "Amortization Event" has the meaning specified in Article IX.

         "Article" means an article of this Agreement unless another document is
specifically referenced.

         "Authorized Officer" means, with respect to any Loan Party, its
president, vice president, corporate controller, treasurer or chief financial
officer.

         "Blue Ridge" has the meaning set forth in the preamble to this
Agreement.

         "Blue Ridge Agent" has the meaning provided in the preamble of this
Agreement.

         "Blue Ridge Allocation Limit" has the meaning set forth in Section
1.1(a).

         "Blue Ridge Fee Letter" means that certain Blue Ridge Fee Letter dated
as of the date hereof by and among BSX, Borrower, Blue Ridge and Wachovia, as
the Blue Ridge Agent and the Administrative Agent.

         "Blue Ridge Group" has the meaning provided in the preamble of this
Agreement.

         "Blue Ridge Liquidity Agreement" means the Liquidity Asset Purchase
Agreement dated as of the date hereof among Blue Ridge, the Blue Ridge Agent,
and the Liquidity Banks from time to time party thereto, as the same may be
amended, restated, supplemented, replaced or otherwise modified from time to
time.

         "Blue Ridge Liquidity Bank" means any Liquidity Bank that enters into
this Agreement and the Blue Ridge Liquidity Agreement.

                                      I-2
<PAGE>

         "Borrower" has the meaning set forth in the preamble to this Agreement.

         "Borrowing Base" means, on any date of determination, the Net Pool
Balance as of the last day of the period covered by the most recent Monthly
Report, minus the Required Reserve as of the last day of the period covered by
the most recent Monthly Report, and minus Dilution that have occurred since the
most recent Cut-Off Date to the extent that such Dilution exceeds the Dilution
Reserve.

         "Borrowing Date" means a Business Day on which an Advance is made
hereunder.

         "Borrowing Request" has the meaning set forth in Section 2.1.

         "Broken Funding Costs" means, for any CP Rate Loan of Blue Ridge or
Victory which: (a) has its principal reduced without compliance by Borrower with
the notice requirements hereunder or (b) is not prepaid in the amount specified
in a Prepayment Notice on the date specified therein or (c) is assigned or
otherwise transferred by Blue Ridge or Victory to its respective Liquidity Banks
under its respective Liquidity Agreement or terminated prior to the date on
which it was originally scheduled to end or (d) in the case of Victory, is
prepaid in an aggregate principal amount in excess of the aggregate Face Value
of Victory's Commercial Paper issued to fund its CP Rate Loan which matures on
the date of prepayment, an amount including:

         (i) in the case of Blue Ridge, the excess, if any, of (A) the CP Costs
     that would have accrued during the remainder of the applicable commercial
     paper tranche periods determined by the Blue Ridge Agent to relate to such
     Loan subsequent to the date of such reduction, assignment or termination
     (or in respect of clause (b) above, the date such prepayment was designated
     to occur pursuant to the applicable Prepayment Notice) of the principal of
     such CP Rate Loan if such reduction, assignment or termination had not
     occurred or such Prepayment Notice had not been delivered, over (B) the sum
     of (x) to the extent all or a portion of such principal is allocated to
     another CP Rate Loan, the amount of CP Costs actually accrued during the
     remainder of such period on such principal for the new Loan, and (y) to the
     extent such principal is not allocated to another CP Rate Loan, the income,
     if any, actually received during the remainder of such period by the holder
     of such Loan from investing the portion of such principal not so allocated;
     and

         (ii) in the case of Victory, the excess, if any, of (A) the Interest at
     the CP Rate that would have accrued during the remainder of the applicable
     CP Tranche Periods as determined by the Victory Agent to relate to such CP
     Rate Loan subsequent to the date of such reduction, assignment or
     termination (or in respect of clause (b) above, the date such prepayment
     was designated to occur pursuant to the applicable Prepayment Notice) of
     the principal of such CP Rate Loan if such reduction, assignment or
     termination had not occurred or such Prepayment Notice had not been
     delivered, over (B) the sum of (x) to the extent all or a portion of such
     principal is allocated to another CP Rate Loan, the amount

                                      I-3
<PAGE>

     of Interest at the CP Rate actually accrued during the remainder of such
     period on such principal for the new Loan, and (y) to the extent such
     principal is not allocated to another CP Rate Loan, the income, if any,
     actually received during the remainder of such period by the holder of such
     Loan from investing the portion of such principal not so allocated.

         "BSX" has the meaning set forth in the preamble to this Agreement.

         "BSX Credit Agreement" means that certain Amended and Restated Credit
Agreement dated as of May 31, 2002 in effect on the date hereof among (i) BSX,
(ii) the lenders party thereto, (iii) Bank of America, N.A., BTM, Deutsche Bank
Securities Inc., Fleet National Bank and ABN AMRO Bank N.V., as Syndication
Agents, (iv) J.P. Morgan Securities Inc. and Banc of America Securities LLC, as
Joint Lead Arrangers and as Joint Bookrunners, and (v) J.P. Morgan Chase Bank,
as administrative agent for the Lenders hereunder, provided that BTM and
Wachovia are still party thereto as lenders.

         "BTM" means The Bank of Tokyo-Mitsubishi Ltd., New York Branch, and its
successors.

         "Business Day" means any day on which banks are not authorized or
required to close in New York, New York or Atlanta, Georgia, and The Depository
Trust Company of New York is open for business, and, if the applicable Business
Day relates to any computation or payment to be made with respect to LIBOR, any
day on which dealings in dollar deposits are carried on in the London interbank
market.

         "Calculation Period" means a calendar month.

         "Change of Control" means (i) any Person or "group" (within the meaning
of Section 13(d) or 14(d) of the Exchange Act) (A) shall have acquired
beneficial ownership of 30% or more of any outstanding class of capital stock
having ordinary voting power in the election of directors of the Servicer (other
than Peter M. Nicholas and John E. Abele or any of their affiliated holdings) or
(B) shall obtain the power (whether or not exercised) to elect a majority of
BSX's directors; (ii) the Board of Directors of BSX shall not consist of a
majority of Continuing Directors; or (iii) BSX shall cease to own 100% of the
outstanding capital stock of the Borrower.

         "Co-Agents' has the meaning set forth in the preamble to this
Agreement.

         "Code" means the Internal Revenue Code of 1986, as the same may be
amended from time to time.

         "Collateral" has the meaning set forth in Section 13.1.

         "Collection Account" means each concentration account, depositary
account, lock box account or similar account in which any Collections are
collected or deposited and which is listed on Exhibit IV.

                                      I-4
<PAGE>

         "Collection Account Agreement" means an agreement substantially in the
form of Exhibit VI among BSX, Borrower, the Administrative Agent and a
Collection Bank.

         "Collection Bank" means, at any time, any of the banks holding one or
more Collection Accounts.

         "Collection Notice" means a notice, in substantially the form of Annex
A to Exhibit VI, from the Administrative Agent to a Collection Bank.

         "Collections" means, with respect to any Receivable, all funds which
are received from or on behalf of any related Obligor in payment of any amounts
owed (including, without limitation, purchase prices, finance charges, interest
and all other charges) in respect of such Receivable, or applied to such amounts
owed by such Obligor (including, without limitation, payments that the Buyer,
the applicable Seller or the Servicer receives from third party payors and
applies in the ordinary course of its business to amounts owed in respect of
such Receivable and net proceeds of sale or other disposition of repossessed
goods or other collateral or property of the Obligor or any other party directly
or indirectly liable for payment of such Receivable and available to be applied
thereon).

         "Commercial Paper" means promissory notes of a Conduit issued by such
Conduit in the commercial paper market.

         "Commitment" means, as of any date of determination, for each Committed
Lender, its commitment to make Loans to Borrower hereunder in an aggregate
principal amount at any one time outstanding not to exceed the amount set forth
opposite such Committed Lender's name under the heading "Commitment" on Schedule
A to this Agreement.

         "Commitment Reduction Notice" has the meaning specified in Section 1.6.

         "Committed Lender" means (a) Victory, (b) each of the Victory Liquidity
Banks and (c) each of the Blue Ridge Liquidity Banks.

         "Conduits" has the meaning specified in the preamble to this Agreement.

         "Constituent" means, (a) as to the Blue Ridge Agent, any member of the
Blue Ridge Group from time to time party hereto, and (b) as to the Victory
Group, any member of the Victory Group from time to time a party hereto, and
when used as an adjective, "Constituent" shall have a correlative meaning.

         "Continuing Directors" means the directors of BSX on the date of this
Agreement and each other director, if such other director's nomination for
election to the Board of Directors of BSX is recommended by a majority of the
then Continuing Directors.

         "CP Costs" means for Blue Ridge for each day, the sum of (i) discount
or interest accrued on Pooled Commercial Paper on such day, plus (ii) any and
all accrued commissions in respect of placement agents and Commercial Paper
dealers, and issuing and paying agent fees incurred, in respect of such Pooled
Commercial Paper for such day, plus (iii) other costs associated with funding
small or odd-lot amounts with respect to all receivable purchase

                                      I-5
<PAGE>

facilities which are funded by Pooled Commercial Paper for such day, minus (iv)
any accrual of income net of expenses received on such day from investment of
collections received under all receivable purchase or financing facilities
funded substantially with Pooled Commercial Paper, minus (v) any payment
received on such day net of expenses in respect of Broken Funding Costs (or
similar costs) related to the prepayment of any investment of Blue Ridge
pursuant to the terms of any receivable purchase or financing facilities funded
substantially with Pooled Commercial Paper. In addition to the foregoing costs,
if Borrower shall request any Advance during any period of time determined by
the Blue Ridge Agent in its sole discretion to result in incrementally higher CP
Costs applicable to such Advance, the principal associated with any such Advance
shall, during such period, be deemed to be funded by Blue Ridge in a special
pool (which may include capital associated with other receivable purchase or
financing facilities) for purposes of determining such additional CP Costs
applicable only to such special pool and charged each day during such period
against such principal.

         "CP Rate" means:

         (a) with respect to Blue Ridge for any CP Tranche Period, the per annum
     interest rate that, when applied to the outstanding principal balance of
     Blue Ridge's CP Rate Loans for the actual number of days elapsed in such CP
     Tranche Period, would result in an amount of accrued interest equivalent to
     Blue Ridge's CP Costs for such CP Tranche Period; and

         (b) with respect to Victory for any CP Tranche Period and with respect
     to any Loan (or portion thereof) funded by Commercial Paper issued by
     Victory, a rate per annum calculated by the Victory Agent to reflect
     Victory's cost of funding such Loan (or portion thereof), taking into
     account the weighted daily average interest rate payable in respect of such
     Commercial Paper during such CP Tranche Period (determined in the case of
     discount Commercial Paper by converting the discount to an interest-bearing
     equivalent rate per annum), applicable placement fees and commissions, and
     such other costs and expenses as the Victory Agent in good faith deems
     appropriate. Such Commercial Paper may be issued in such maturities as the
     Victory Agent may choose in accordance with Article II hereof. Victory's CP
     Rate shall be determined by the Victory Agent, in its sole discretion.

         "CP Rate Loan" means a Loan made by either Conduit which bears interest
at a CP Rate.

         "CP Tranche Period" means:

         (a) with respect to Blue Ridge, a Calculation Period, and

         (b) with respect to Victory, a period selected by the Victory Agent
     pursuant to Section 2.2; provided, however, that if any such CP Tranche
     Period would end on a day which is not a Business Day, such CP Tranche
     Period shall end on the preceding Business Day.

                                      I-6
<PAGE>

         "Credit and Collection Policy" means Borrower's credit and collection
policies and practices relating to Contracts and Receivables existing on the
date hereof and summarized in Exhibit VIII hereto, as modified from time to time
in accordance with this Agreement.

         "Cut-Off Date" means the last day of a Calculation Period.

         "Days Sales Outstanding" means, as of any day, an amount equal to the
product of (x) 91, multiplied by (y) the amount obtained by dividing (i) the
aggregate outstanding balance of Receivables as of the most recent Cut-Off Date,
by (ii) the aggregate amount of Receivables created during the three (3)
Calculation Periods including and immediately preceding such Cut-Off Date.

         "Deemed Collections" means Collections deemed received by Borrower
under Section 3.4(a).

         "Default Horizon Ratio" means, as of any Cut-Off Date, the ratio
(expressed as a decimal) computed by dividing (i) the aggregate sales generated
by the Originators during the [nine] months ending on such Cut-Off Date, by (ii)
the Net Pool Balance as of such Cut-off Date.

         "Default Rate" means a rate per annum equal to the sum of (i) the
Alternate Base Rate plus (ii) 2.00%, changing when and as the Alternate Base
Rate changes.

         "Default Ratio" means, as of any Cut-Off Date, the ratio (expressed as
a percentage) computed by dividing (x) the total amount of Receivables which
became Defaulted Receivables during the month that includes such Cut-Off Date,
by (y) the aggregate sales generated by the Originators during the month
occurring nine months prior to the month ending on such Cut-Off Date.

         "Defaulted Receivable" means a Receivable: (i) as to which the Obligor
thereof has suffered an Event of Bankruptcy; (ii) which, consistent with the
applicable Credit and Collection Policy, should be written off as uncollectible;
or (iii) as to which any payment, or part thereof, remains unpaid for 241 days
or more from the original due date for such payment.

         "Delinquent Receivable" means a Receivable as to which any payment, or
part thereof, remains unpaid for 211-240 days from the original due date for
such payment.

         "Demand Advance" means an advance made by Borrower to BSX at any time
while BSX or any of its Affiliates is acting as the Servicer on any day prior to
the Facility Termination Date on which no Amortization Event or Unmatured
Amortization Event exists and is continuing, which advance (a) is payable upon
demand, (b) is not evidenced by an instrument, chattel paper or a certificated
security (unless such instrument, chattel paper or certificated security is
pledged and delivered to the Administrative Agent, together with all necessary
indorsements), (c) bears interest at a market rate determined by Borrower and
the Servicer from time to time, (d) is not subordinated to any other
Indebtedness or obligation of the Servicer, and (e) may not be offset by BSX
against amounts due and owing from Borrower to it under its Subordinated Note.

                                      I-7
<PAGE>

         "Dilution" means the amount of any reduction or cancellation of the
Outstanding Balance of a Receivable as described in Section 3.4(a).

         "Dilution Horizon Ratio" means, as of any Cut-off Date, a ratio
(expressed as a decimal), computed by dividing (i) the aggregate sales generated
by the Originators during the 2 month ending on such Cut-Off Date, by (ii) the
Net Pool Balance as of such Cut-Off Date.

         "Dilution Ratio" means, as of any Cut-Off Date, a ratio (expressed as a
percentage), computed by dividing (i) the total amount of decreases in
outstanding principal balances of the Receivables due to Dilutions during the
month ending on such Cut-Off Date, by (ii) the aggregate sales generated by the
Originators during the month two months prior to the current month ending on
such Cut-Off Date.

         "Dilution Reserve" means, for any month, the product (expressed as a
percentage) of: (a) the sum of (i) 2 times the Adjusted Dilution Ratio as of the
immediately preceding Cut-Off Date, plus (ii) the Dilution Volatility Component
as of the immediately preceding Cut-Off Date, times (b) the Dilution Horizon
Ratio as of the immediately preceding Cut-Off Date.

         "Dilution Volatility Component" means the product (expressed as a
percentage) of (i) the difference between (a) the highest three (3)-month
rolling average Dilution Ratio over the past 12 months and (b) the Adjusted
Dilution Ratio, and (ii) a fraction, the numerator of which is equal to the
amount calculated in (i)(a) of this definition and the denominator of which is
equal to the amount calculated in (i)(b) of this definition.

         "Domestic Person" means a Person who if a natural person, is a resident
of the United States or, if a corporation or other business organization, is
organized under the laws of the United States or any political subdivision
thereof and has its chief executive office in the United States.

         "Downgraded Liquidity Bank" means a Liquidity Bank of Blue Ridge which
has been the subject of a Downgrading Event.

         "Downgrading Event" with respect to any Person means the lowering of
the rating with regard to the short-term securities of such Person to below (i)
A-1 by S&P, or (ii) P-1 by Moody's.

         "Eligible Assignee" means:

         (i) for both Conduits, any bankruptcy-remote commercial paper conduit
     sponsored or administered by a Co-Agent whose Commercial Paper is rated at
     least "A-1" by S&P and "P-1" by Moody's,

         (ii) solely for Victory, any Liquidity Bank, or

         (iii) for all Lenders, any commercial bank having a combined capital
     and surplus of at least $250,000,000 with a rating of its (or its parent

                                      I-8
<PAGE>

     holding company's) short-term securities equal to or higher than (A) "A-1"
     by S&P and (B) "P-1" by Moody's.

         "Eligible Originator" means (a) BSX, and (b) any wholly-owned domestic
Subsidiary of BSX that is approved by each of the Co-Agents in accordance with
Section 1.9.

         "Eligible Receivable" means, at any time, a Receivable:

         (a) the Obligor of which is (i) a Domestic Person, (ii) is not an
     Affiliate of any of the parties hereto; and (iii) is not a federal
     government or a federal governmental subdivision or agency; provided,
     however, that up to 2% of Eligible Receivables may consist of otherwise
     Eligible Receivables the Obligor of which is a federal government or a
     federal governmental subdivision or agency,

         (b) which is not owing from an Obligor as to which more than 35% of the
     aggregate outstanding principal balance of all Receivables owing from such
     Obligor are Defaulted Receivables,

         (c) which was not a Defaulted Receivable on the date on which it was
     acquired by Borrower from the applicable Originator,

         (d) which by its terms is due and payable within 30 days of the
     original billing date therefor and has not had its payment terms extended
     more than once; provided, however, that up to 1% of Eligible Receivables
     may consist of otherwise Eligible Receivables which by their terms are due
     and payable within 31-60 days of the original billing date therefor and
     have not had their payment terms extended more than once,

         (e) which is an "account" within the meaning of Article 9 of the UCC of
     all applicable jurisdictions,

         (f) which is denominated and payable only in United States dollars in
     the United States,

         (g) which arises under a Contract which, together with such Receivable,
     is in full force and effect and constitutes the legal, valid and binding
     obligation of the related Obligor enforceable against such Obligor in
     accordance with its terms,

         (h) which arises under a Contract which (A) does not require the
     Obligor under such Contract to consent to the transfer, sale, pledge or
     assignment of the rights and duties of the applicable Originator or any of
     its assignees under such Contract and (B) does not contain a
     confidentiality provision that purports to restrict the ability of the
     Administrative Agent to exercise its rights under this Agreement including,
     without limitation, its right to review the Contract,

                                      I-9
<PAGE>

         (i) which arises under a Contract that contains an obligation to pay a
     specified sum of money, contingent only upon the sale of goods or the
     provision of services by the applicable Originator,

         (j) which, together with the Contract related thereto, does not
     contravene any law, rule or regulation applicable thereto (including,
     without limitation, any law, rule and regulation relating to usury, truth
     in lending, fair credit billing, fair credit reporting, equal credit
     opportunity, fair debt collection practices and privacy) and with respect
     to which no part of the Contract related thereto is in violation of any
     such law, rule or regulation,

         (k) which satisfies all applicable requirements of the applicable
     Originator's Credit and Collection Policy,

         (l) which was generated by an Eligible Originator in the ordinary
     course of its business,

         (m) which arises solely from the sale of goods or the provision of
     services to the related Obligor by the applicable Originator, and not by
     any other Person (in whole or in part),

         (n) as to which none of the Agents has notified Borrower that such
     Agent has determined in the exercise of its commercially reasonable credit
     judgment that such Receivable or class of Receivables is not acceptable as
     an Eligible Receivable, including, without limitation, because such
     Receivable arises under a Contract that is not acceptable to such Agent,

         (o) which is not subject to any dispute, counterclaim, right of
     rescission, set-off, counterclaim or any other defense (including defenses
     arising out of violations of usury laws) of the applicable Obligor against
     the applicable Originator or any other Adverse Claim, and the Obligor
     thereon holds no right as against such Originator to cause such Originator
     to repurchase the goods or merchandise the sale of which shall have given
     rise to such Receivable (except with respect to sale discounts effected
     pursuant to the Contract, or defective goods returned in accordance with
     the terms of the Contract); provided, however, that if such dispute,
     offset, counterclaim or defense affects only a portion of the outstanding
     principal balance of such Receivable, then such Receivable may be deemed an
     Eligible Receivable to the extent of the portion of such outstanding
     principal balance which is not so affected, and provided, further, that
     Receivables of any Obligor which has any accounts payable by the applicable
     Originator or by a wholly-owned subsidiary of such Originator (thus giving
     rise to a potential offset against such Receivables) may be treated as
     Eligible Receivables to the extent that the Obligor of such Receivables has
     agreed pursuant to a written agreement in form and substance satisfactory
     to the Administrative Agent, that such Receivables shall not be subject to
     such offset,

                                      I-10
<PAGE>

         (p) as to which the applicable Originator has satisfied and fully
     performed all obligations on its part with respect to such Receivable
     required to be fulfilled by it, and no further action is required to be
     performed by any Person with respect thereto other than payment thereon by
     the applicable Obligor and no portion of which is in respect of any amount
     as to which the related Obligor is permitted to withhold payment until the
     occurrence of a specified event or condition (including "guaranteed" sales
     or any performance by any other Persons),

         (q) as to which each of the representations and warranties contained in
     Sections 6.1(n), (o) or (r) is true and correct, and

         (r) all right, title and interest to and in which was validly
     transferred by an Originator to Borrower under and in accordance with the
     Receivables Sale Agreement free and clear of any Adverse Claim except as
     created hereunder.

         "Eligible Receivables Balance" means, at any time, the aggregate
Outstanding Balance of all Eligible Receivables at such time. "Enhancement
Agreement" means any agreement between a Conduit and any other Person(s),
entered into to provide credit enhancement to such Conduit's commercial paper
facility.

         "Enhancement Provider" means any Person providing credit support to a
Conduit under an Enhancement Agreement, including pursuant to an unfunded
commitment.

         "Event of Bankruptcy" shall be deemed to have occurred with respect to
a Person if either:

         (a) a case or other proceeding shall be commenced, without the
     application or consent of such Person, in any court, seeking the
     liquidation, reorganization, debt arrangement, dissolution, winding up, or
     composition or readjustment of debts of such Person, the appointment of a
     trustee, receiver, custodian, liquidator, assignee, sequestrator or the
     like for such Person or all or substantially all of its assets, or any
     similar action with respect to such Person under any law relating to
     bankruptcy, insolvency, reorganization, winding up or composition or
     adjustment of debts, and such case or proceeding shall continue
     undismissed, or unstayed and in effect, for a period of 60 consecutive
     days; or an order for relief in respect of such Person shall be entered in
     an involuntary case under the federal bankruptcy laws or other similar laws
     now or hereafter in effect; or

         (b) such Person shall commence a voluntary case or other proceeding
     under any applicable bankruptcy, insolvency, reorganization, debt
     arrangement, dissolution or other similar law now or hereafter in effect,
     or shall consent to the appointment of or taking possession by a receiver,
     liquidator, assignee, trustee (other than a trustee under a deed of trust,
     indenture or similar instrument), custodian, sequestrator (or other similar
     official) for, such Person or for any substantial part of its property, or

                                      I-11
<PAGE>

     shall make any general assignment for the benefit of creditors, or shall be
     adjudicated insolvent, or admit in writing its inability to pay its debts
     generally as they become due, or, if a corporation or similar entity, its
     board of directors shall vote to implement any of the foregoing.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Excluded Taxes" means, with respect to a Indemnified Party, Taxes
which are (a) both (i) imposed by the jurisdiction in which such Indemnified
Party is organized or by any other taxing authority of a United States
jurisdiction as a result of such Indemnified Party doing business or maintaining
an office in such jurisdiction (other than any such taxes that the Indemnified
Party establishes would not have been imposed but for (A) such Indemnified Party
having executed, or enforced, a Transaction Document or (B) any of the
transactions contemplated herein or in the other Transaction Documents) and also
(ii) imposed on, based on or measured by net pre-tax income, capital or net
worth of such Indemnified Party (other than Taxes that are, or are in the nature
of, sales, use, rental, property or value added or similar taxes) or (b) any
Tax, assignment or other governmental charge attributable to and which would not
have been imposed but for the failure of a Indemnified Party to deliver to
Borrower the Prescribed Forms properly completed and duly executed by such
Indemnified Party establishing such party's exemption from, or eligibility for,
a reduced rate of any such tax or assessment.

         "Face Value" means, when used with reference to any Commercial Paper
issued by Victory, the face amount stated therein in the case of any Commercial
Paper note issued on a discount basis, and the principal amount stated therein
plus the amount of all interest accruing on such Commercial Paper note from the
date of its issue to its stated maturity date in the case of any Commercial
Paper note issued on an interest-bearing basis.

         "Facility Termination Date" means the earliest of (i) August 15, 2005,
(ii) the occurrence of either Conduit's Liquidity Termination Date, and (iii)
the Amortization Date.

         "Federal Bankruptcy Code" means Title 11 of the United States Code
entitled "Bankruptcy," as amended and any successor statute thereto.

         "Federal Funds Effective Rate" means, for any period, a fluctuating
interest rate per annum for each day during such period equal to (a) the
weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers, as
published for such day (or, if such day is not a Business Day, for the preceding
Business Day) by the Federal Reserve Bank of New York in the Composite Closing
Quotations for U.S. Government Securities; or (b) if such rate is not so
published for any day which is a Business Day, the average of the quotations at
approximately 11:30 a.m. (New York time) for such day on such transactions
received by the Administrative Agent from three federal funds brokers of
recognized standing selected by it.

         "Fee Letters" means the Blue Ridge Fee Letter and the Victory Fee
Letter.

         "Final Payout Date" means the date on which all Obligations have been
indefeasibly paid in full and the Aggregate Commitment has been terminated.

                                      I-12
<PAGE>

         "Finance Charges" means, with respect to a Contract, any finance,
interest, late payment charges or similar charges owing by an Obligor pursuant
to such Contract.

         "Financing Lease" means any lease of property, real or personal, the
obligations of the lessee in respect of which are required in accordance with
GAAP to be capitalized on a balance sheet of the lessee.

         "Funding Agreement" means (i) this Agreement, (ii) the Liquidity
Agreements and (iii) any other agreement or instrument executed by any Funding
Source with or for the benefit of any Conduit.

         "Funding Source" means (i) any Liquidity Bank, (ii) any Enhancement
Provider or (iii) any insurance company, bank or other funding entity providing
liquidity, credit enhancement or back-up purchase support or facilities to any
Conduit.

         "Group" means the Blue Ridge Group or the Victory Group, as the case
may be.

         "Indebtedness" means, of any Person at any date, without duplication,
(a) all indebtedness of such Person for borrowed money, (b) all obligations of
such Person for the deferred purchase price of property or services (other than
current trade liabilities incurred in the ordinary course of such Person's
business and payable in accordance with customary practices and earn-outs and
other similar obligations in respect of acquisition and other similar
agreements), (c) all obligations of such Person evidenced by notes, bonds,
debentures or other similar instruments, (d) all indebtedness created or arising
under any conditional sale or other title retention agreement with respect to
property acquired by such Person (even though the rights and remedies of the
seller or lender under such agreement in the event of default are limited to
repossession or sale of such property), (e) all capital lease obligations of
such Person, (f) all obligations of such Person, contingent or otherwise, as an
account party or applicant under or in respect of acceptances, letters of
credit, surety bonds or similar arrangements, (g) the liquidation value of all
redeemable preferred Equity Interests of such Person, (h) all Guarantee
Obligations of such Person in respect of obligations of the kind referred to in
clauses (a) through (g) above, (i) all obligations of the kind referred to in
clauses (a) through (h) above secured by (or for which the holder of such
obligation has an existing right, contingent or otherwise, to be secured by) any
Lien on property (including accounts and contract rights) owned by such Person,
whether or not such Person has assumed or become liable for the payment of such
obligation, and (j) net liabilities under interest rate swap, exchange or cap
agreements. The Indebtedness of any Person shall include the Indebtedness of any
other entity (including any partnership in which such Person is a general
partner) to the extent such Person is liable therefor as a result of such
Person's ownership interest in or other relationship with such entity, except to
the extent the terms of such Indebtedness expressly provide that such Person is
not liable therefor.

         "Indemnified Party" has the meaning set forth in Section 10.1.

         "Independent Director" shall mean a member of the Board of Directors of
Borrower who is not at such time, and has not been at any time during the
preceding five (5) years: (A) a director, officer, employee or affiliate of any
Originator or any of their respective Subsidiaries or Affiliates (other than
Borrower), or (B) the beneficial owner (at the time of such

                                      I-13
<PAGE>

individual's appointment as an Independent Director or at any time thereafter
while serving as an Independent Director) of any of the outstanding common
shares of Borrower, any Originator, or any of their respective Subsidiaries or
Affiliates, having general voting rights.

         "Interest" means for each respective Interest Period relating to Loans
of the Liquidity Banks, an amount equal to the product of the applicable
Interest Rate for each Loan multiplied by the principal of such Loan for each
day elapsed during such Interest Period, annualized on a 360 day basis.

         "Interest Period" means, with respect to any Loan held by a Liquidity
Bank:

         (a) if Interest for such Loan is calculated on the basis of LIBOR, a
     period of one, two, three or six months, or such other period as may be
     mutually agreeable to the applicable Co-Agent and Borrower, commencing on a
     Business Day selected by Borrower or the Administrative Agent pursuant to
     this Agreement. Such Interest Period shall end on the day in the applicable
     succeeding calendar month which corresponds numerically to the beginning
     day of such Interest Period, provided, however, that if there is no such
     numerically corresponding day in such succeeding month, such Interest
     Period shall end on the last Business Day of such succeeding month; or

         (b) if Interest for such Loan is calculated on the basis of the
     Alternate Base Rate, a period commencing on a Business Day selected by
     Borrower and agreed to by the Administrative Agent, provided that no such
     period shall exceed one month.

If any Interest Period would end on a day which is not a Business Day, such
Interest Period shall end on the next succeeding Business Day, provided,
however, that in the case of Interest Periods corresponding to LIBOR, if such
next succeeding Business Day falls in a new month, such Interest Period shall
end on the immediately preceding Business Day. In the case of any Interest
Period for any Loan which commences before the Amortization Date and would
otherwise end on a date occurring after the Amortization Date, such Interest
Period shall end on the Amortization Date. The duration of each Interest Period
which commences after the Amortization Date shall be of such duration as
selected by the Administrative Agent.

         "Interest Rate" means, with respect to each Loan of the Liquidity
Banks, LIBOR, the Alternate Base Rate or the Default Rate, as applicable.

         "Interest Reserve" means, for any Calculation Period, the product
(expressed as a percentage) of (i) 1.5 times (ii) the Alternate Base Rate as of
the immediately preceding Cut-Off Date times (iii) a fraction the numerator of
which is the highest Days Sales Outstanding for the most recent 12 Calculation
Periods and the denominator of which is 360.

         "Lenders" means, collectively, Blue Ridge, Victory, the Blue Ridge
Liquidity Banks, the Victory Liquidity Banks and their respective successors and
permitted assigns.

         "LIBOR" means, for any Interest Period:

                                      I-14
<PAGE>

         (a) For members of the Blue Ridge Group, (i) the rate per annum
     determined on the basis of the offered rate for deposits in U.S. dollars of
     amounts equal or comparable to the principal amount of the related Loan
     offered for a term comparable to such Interest Period, which rates appear
     on a Bloomberg L.P. terminal, displayed under the address "US0001M (Index)
     Q (Go)" effective as of 11:00 A.M., London time, two Business Days prior to
     the first day of such Interest Period, provided that if no such offered
     rates appear on such page, LIBOR for such Interest Period will be the
     arithmetic average (rounded upwards, if necessary, to the next higher
     1/100th of 1%) of rates quoted by not less than two major banks in New
     York, New York, selected by the Administrative Agent, at approximately
     10:00 a.m.(New York time), two Business Days prior to the first day of such
     Interest Period, for deposits in U.S. dollars offered by leading European
     banks for a period comparable to such Interest Period in an amount
     comparable to the principal amount of such Loan, divided by (ii) one minus
     the maximum aggregate reserve requirement (including all basic,
     supplemental, marginal or other reserves) which is imposed against the
     Administrative Agent in respect of Eurocurrency liabilities, as defined in
     Regulation D of the Board of Governors of the Federal Reserve System as in
     effect from time to time (expressed as a decimal), applicable to such
     Interest Period plus (iii) the Applicable Margin, as defined in the BSX
     Credit Agreement; and

         (b) For members of the Victory Group, means for any Interest Period
     either (i)(A) the interest rate per annum designated as The Bank of
     Tokyo-Mitsubishi LIBO Rate for a period of time comparable to such Interest
     Period that appears on the Reuters Screen LIBO Page as of 11:00 a.m.
     (London time) on the second Business Day preceding the first day of such
     Interest Period or (i)(B) if a rate cannot be determined under clause
     (i)(A), an annual rate equal to the average (rounded upwards if necessary
     to the nearest 1/100th of 1%) of the rates per annum at which deposits in
     Dollars with a duration equal to such Interest Period in a principal amount
     substantially equal to the applicable Loan are offered to the principal
     London office of The Bank of Tokyo-Mitsubishi, Ltd. by three London banks,
     selected by the Victory Agent, at about 11:00 a.m. London time on the
     second Business Day preceding the first day of such Interest Period, plus
     (ii) the Applicable Margin, as defined in the BSX Credit Agreement.

         "LIBOR Loan" means a Loan which bears interest at LIBOR.

         "Lien" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge or other security
interest or any preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever (including, without limitation, any
conditional sale or other title retention agreement and any Financing Lease
having substantially the same economic effect as any of the foregoing).

         "Liquidity Agreements" means, collectively, the Blue Ridge Liquidity
Agreement and the Victory Liquidity Agreement.

         "Liquidity Bank" means:

                                      I-15
<PAGE>

         (a) with respect to Blue Ridge, (i) Wachovia or (ii) any Eligible
     Assignee of Wachovia's Commitment and Liquidity Commitment, and

         (b) with respect to Victory, (i) BTM or (ii) any Eligible Assignee of
     BTM's Commitment and/or Liquidity Commitment,

in each of the foregoing cases, to which Borrower has consented if required
under Section 12.1. A Liquidity Bank will become a "Lender" hereunder at such
time as it makes any Liquidity Funding.

         "Liquidity Commitment" means, as to each Liquidity Bank, its commitment
under its respective Liquidity Agreement.

         "Liquidity Funding" means (a) a purchase made by any Liquidity Bank
pursuant to its Liquidity Commitment of all or any portion of, or any undivided
interest in (or a loan made by any Liquidity Bank pursuant to its Liquidity
Commitment in the amount equal to) a Loan of its applicable Conduit, or (b) any
Loan made by the applicable Liquidity Banks in lieu of a Conduit pursuant to
Section 1.1.

         "Liquidity Termination Date" means:

         (a) as to the Victory Group, the date which is 364 days after the date
     of this Agreement (unless such date is extended from time to time in the
     sole discretion of the Victory Liquidity Banks); and

         (b) as to the Blue Ridge Group, the earlier to occur of (i) the date
     which is 364 days after the date of this Agreement (unless such date is
     extended from time to time in the sole discretion of the Blue Ridge
     Liquidity Banks); and (ii) the date on which a Downgrading Event with
     respect to a Blue Ridge Liquidity Bank shall have occurred and been
     continuing for not less than 30 days, and either (A) the Downgraded
     Liquidity Bank shall not have been replaced by an Eligible Assignee
     pursuant to the Blue Ridge Liquidity Agreement, or (B) the Liquidity
     Commitment of such Downgraded Liquidity Bank shall not have been funded or
     collateralized in such a manner that will avoid a reduction in or
     withdrawal of the credit rating applied to the Commercial Paper to which
     such Liquidity Agreement applies by any of the rating agencies then rating
     such Commercial Paper.

         "Loan" means any loan made by a Lender to Borrower pursuant to this
Agreement (including, without limitation, any Liquidity Funding). Each Loan
shall either be a CP Rate Loan or, in the case of any Loan funded through a
Liquidity Funding, an Alternate Base Rate Loan or a LIBOR Loan, selected in
accordance with the terms of this Agreement.

         "Loan Parties" means (a) the Borrower, and (b) at any time it is acting
as Servicer, BSX.

                                      I-16
<PAGE>

         "Lockbox" means each locked postal box with respect to which a bank who
has executed a Collection Account Agreement has been granted exclusive access
for the purpose of retrieving and processing payments made on the Receivables
and which is listed on Exhibit IV.

         "Loss Reserve" means, for any month, the product (expressed as a
percentage) of (a) 2.0, times (b) the highest three-month rolling average
Default Ratio during the 12 months ending on the immediately preceding Cut-Off
Date, times (c) the Default Horizon Ratio as of the immediately preceding
Cut-Off Date.

         "Material Adverse Effect" means a material adverse effect on (i) the
financial condition or operations of (a) Servicer and its subsidiaries taken as
a whole, or (b) the Borrower, (ii) the ability of any Loan Party to perform its
obligations under this Agreement, (iii) the legality, validity or enforceability
of this Agreement any other Transaction Document, (iv) the Administrative
Agent's security interest in the Receivables generally or in any material
portion of the Receivables or the proceeds thereof, or (v) the collectibility of
the Receivables generally or of any material portion of the Receivables.

         "Material Proposed Addition" means a Person whom any Loan Party
proposes to add as a "seller" under the Sale Agreement if either (i) the
aggregate Outstanding Balance of such Person's receivables (on the proposal
date) exceeds 10% of the weighted average Borrowing Base in effect on the
proposal date, or (ii) the Outstanding Balance of such Person's receivables (on
such proposal date), when aggregated with the receivables of all other Persons
added as "sellers" under the Receivables Sale Agreement in the same calendar
year (measured on the respective dates such other Persons became "sellers" under
the Receivables Sale Agreement) exceeds 10% of the weighted average Borrowing
Base in effect during such calendar year.

         "Material Subsidiary" means any Subsidiary of BSX whose assets or
income exceed(s) 5% of consolidated total assets or consolidated net income of
BSX and its Subsidiaries, in each case, determined in accordance with GAAP.

         "Monthly Report" means a report, in substantially the form of Exhibit
IX hereto (appropriately completed), furnished by the Servicer to the
Administrative Agent pursuant to Section 8.5.

         "Monthly Reporting Date" means the 15th day of each calendar month
after the date of this Agreement (or if any such day is not a Business Day, the
next succeeding Business Day thereafter) or such other days of each calendar
month as the Administrative Agent shall request in connection with Section 8.5
hereof.

         "Moody's" means Moody's Investors Service, Inc.

         "Net Pool Balance" means, at any time, the Eligible Receivables Balance
reduced by the aggregate amount by which the Outstanding Balance of all Eligible
Receivables of each Obligor and its Affiliates exceeds the Obligor Concentration
Limit for such Obligor.

         "Net Worth" means as of the last Business Day of each Calculation
Period preceding any date of determination, the excess, if any, of (a) the
aggregate Outstanding Balance of the Receivables at such time plus the
outstanding amount of Demand Advances plus the

                                      I-17
<PAGE>

amount of cash held by the Borrower, over (b) the sum of (i) the Aggregate
Principal outstanding at such time, plus (ii) the aggregate outstanding
principal balance of the Subordinated Loans (including any Subordinated Loan
proposed to be made on the date of determination).

         "Obligations" means, at any time, any and all obligations or
undertakings of or participation in any of the Loan Parties to any of the
Secured Parties arising under or in connection with the Transaction Documents,
whether now existing or hereafter arising, due or accrued, absolute or
contingent, including, without limitation, obligations in respect of Aggregate
Principal, CP Costs, Interest, fees under the Fee Letter, Broken Funding Costs
and Indemnified Amounts.

         "Obligor" means a Person obligated to make payments pursuant to a
Contract.

         "Obligor Concentration Limit" means, at any time, in relation to the
aggregate outstanding principal balance of Receivables owed by any single
obligor and its affiliates (if any), the applicable concentration limit shall be
determined as follows for obligors who have short term unsecured debt ratings
currently assigned to them by S&P and Moody's (or in the absence thereof, the
equivalent long term unsecured senior debt ratings), the applicable
concentration limit shall be determined according to the following table:

    ---------------------- ---------------------- -----------------------
                                                  Allowable % of Eligible
           S&P Rating          Moody's Rating           Receivables
    ---------------------- ---------------------- -----------------------
              A-1+                  P-1                     10%
    ---------------------- ---------------------- -----------------------
               A-1                  P-1                     8%
    ---------------------- ---------------------- -----------------------
               A-2                  P-2                     6%
    ---------------------- ---------------------- -----------------------
               A-3                  P-3                     3%
    ---------------------- ---------------------- -----------------------
    Below A-3 or Not Rated    Below P-3 or Not
        by either S&P      Rated by either S&P or           3%
         or Moody's               Moody's
    ---------------------- ---------------------- -----------------------

; provided, however, that (a) if any obligor has a split rating, the applicable
rating will be the lower of the two, (b) if any obligor is not rated by either
S&P or Moody's, the applicable Obligor Concentration Limit shall be the one set
forth in the last line of the table above, and (c) subject to rating agency
approval and/or an increase in the Required Reserve Factor Floor, upon
Borrower's request from time to time, the Administrative Agent may agree to a
higher percentage of Eligible Receivables for a particular obligor and its
affiliates (each such higher percentage, a "Special Concentration Limit"), it
being understood that any Special Concentration Limit may be cancelled by the
Administrative Agent upon not less than five (5) Business Days' written notice
to Borrower.

         "Organic Document" means, relative to any Person, its certificate of
incorporation, its by-laws, its partnership agreement, its memorandum and
articles of association, its limited liability company agreement and/or
operating agreement, share designations or similar organization documents and
all shareholder agreements, voting trusts and similar arrangements applicable to
any of its authorized Equity Interests.

                                      I-18
<PAGE>

         "Originator" means (a) BSX in its capacity as a seller under the
Receivables Sale Agreement, and (b) each of BSX's domestic wholly-owned
Subsidiaries that hereafter becomes a seller under the Receivables Sale
Agreement by executing a Joinder Agreement in accordance with the terms thereof.

         "Outstanding Balance" of any Receivable at any time means the then
outstanding principal balance thereof.

         "Past Due Ratio" means, on any date of determination, a percentage
equal to (i) the sum of (a) the aggregate Outstanding Balance of all Delinquent
Receivables as of the last date of the Calculation Period then most recently
ended, plus (b) the aggregate Outstanding Balance of all Receivables that became
Defaulted Receivables during the Calculation Period then most recently ended,
divided by (ii) the average of the aggregate initial Outstanding Balances of all
Receivables generated during the Collection Periods ended eight and nine
Calculation Periods prior to the date of determination.

         "PBGC" means the Pension Benefit Guaranty Corporation, or any successor
thereto.

         "Percentage" means, for each Group on any date of determination, the
ratio which the sum of the Commitments for all Liquidity Banks in that Group
bears to the Aggregate Commitment.

         "Pooled Commercial Paper" means Commercial Paper notes of Blue Ridge
subject to any particular pooling arrangement by Blue Ridge, but excluding
Commercial Paper issued by Blue Ridge for a tenor and in an amount specifically
requested by any Person in connection with any agreement effected by Blue Ridge.

         "Prescribed Forms" means such duly executed form(s) or statement(s),
and in such number of copies, which may, from time to time, be prescribed by law
and which, pursuant to applicable provisions of (a) an income tax treaty between
the United States and the country of residence of the Indemnified Party
providing the form(s) or statement(s), (b) the Code or (c) any applicable rule
or regulation under the Code, required and permitted by law to be provided by
the Indemnified Party, as exhibits, to Borrower in order to permit Borrower to
make payments hereunder for the account of such Indemnified Party free of
deduction or withholding for income or similar taxes.

         "Prime Rate" means, for either Group, a rate per annum equal to the
prime rate of interest announced from time to time by its Co-Agent (which is not
necessarily the lowest rate charged to any customer), changing when and as said
prime rate changes.

         "Pro Rata Share" means, for each Liquidity Bank, a percentage equal to
the Commitment of such Liquidity Bank, divided by the Aggregate Commitment.

         "Ratable Share" means with respect to the Liquidity Banks in each
Group, the ratio each Liquidity Bank's Liquidity Commitment bears to the total
Liquidity Commitment of all Liquidity Banks in such Group.

                                      I-19
<PAGE>

         "Rating Agency Condition" means that (i) Blue Ridge has received
written notice from S&P and Moody's that the closing of this transaction will
not result in a withdrawal or downgrade of the then current rating of Blue
Ridge's Commercial Paper and (ii) each of the Conduits has received written
notice from S&P and Moody's that an amendment, a change or a waiver will not
result in a withdrawal or downgrade of the then current ratings on such
Conduit's Commercial Paper.

         "Receivable" has the meaning set forth in the Receivables Sale
Agreement.

         "Receivables Sale Agreement" means that certain Receivables Sale
Agreement dated as of the date hereof by and between the Originators, as
sellers, and Borrower, as buyer, as the same may be amended, restated or
otherwise modified from time to time in accordance with the terms thereof and
hereof.

         "Records" means, with respect to any Receivable, all Contracts and
other documents, books, records and other information (including, without
limitation, computer programs, tapes, disks, punch cards, data processing
software and related property and rights) relating to such Receivable, any
Related Security therefor and the related Obligor.

         "Regulatory Change" means the adoption after the date hereof of any
applicable law, rule or regulation (including any applicable law, rule or
regulation regarding capital adequacy) or any change therein, or any change in
the interpretation or administration thereof by any governmental authority,
central bank or comparable agency charged with the interpretation or
administration thereof, or compliance with any request or directive (whether or
not having the force of law) of any such authority, central bank or comparable
agency.

         "Related Security" means, for purposes of this Agreement:

         (i) all of Borrower's right, title and interest in and to the "Related
     Security" under and as defined in the Receivables Sale Agreement,

         (ii) all of the Borrower's right, title and interest in, to and under
     the Receivables Sale Agreement,

         (iii) all of the Borrower's right, title and interest in and to the
     Demand Advances, and

         (iv) all proceeds of any of the foregoing.

         "Required Liquidity Banks" means, at any time, Liquidity Banks with
Commitments in excess of 66-2/3% of the Aggregate Commitment.

         "Required Notice Period" means (a) with respect to Victory, 2 Business
Days and (b) with respect to Blue Ridge, the number of days required notice set
forth below applicable to the Aggregate Reduction indicated below:

                       AGGREGATE                            REQUIRED NOTICE
                       REDUCTION                                PERIOD
                 less than 25% of the                       2 Business Days
                 Aggregate Commitment

                                      I-20
<PAGE>

                 greater than or equal to                   5 Business Days
                 25% but less than 50% of the
                 Aggregate Commitment

                 greater than or equal to 50% of            10 Business Days
                 the Aggregate Commitment


         "Required Reserve" means, on any day during a Calculation Period, the
product of (a) the greater of (i) the Reserve Floor and (ii) the sum of the Loss
Reserve, the Interest Reserve, the Dilution Reserve and the Servicing Reserve,
times (b) the Net Pool Balance as of the Cut-Off Date immediately preceding such
Calculation Period.

         "Requirements of Law" means as to any Person, (a) its Organic
Documents, and any (b) law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.

         "Reserve Floor" means, for any Calculation Period, the sum (expressed
as a percentage) of (a) 15%, provided that the long term unsecured debt rating
of BSX is, in the case of S&P, BB or better or, in the case of Moody's, Ba2 or
better, or 19% if such long term unsecured debt rating is less than BB or Ba2,
respectively plus (b) the product of the Adjusted Dilution Ratio and the
Dilution Horizon Ratio, in each case, as of the immediately preceding Cut-Off
Date.

         "Response Date" has the meaning set forth in Section 1.8.

         "Restricted Junior Payment" means (i) any dividend or other
distribution, direct or indirect, on account of any shares of any class of
capital stock of Borrower now or hereafter outstanding, except a dividend
payable solely in shares of that class of stock or in any junior class of stock
of Borrower, (ii) any redemption, retirement, sinking fund or similar payment,
purchase or other acquisition for value, direct or indirect, of any shares of
any class of capital stock of Borrower now or hereafter outstanding, (iii) any
payment or prepayment of principal of, premium, if any, or interest, fees or
other charges on or with respect to, and any redemption, purchase, retirement,
defeasance, sinking fund or similar payment and any claim for rescission with
respect to the Subordinated Loans (as defined in the Receivables Sale
Agreement), (iv) any payment made to redeem, purchase, repurchase or retire, or
to obtain the surrender of, any outstanding warrants, options or other rights to
acquire shares of any class of capital stock of Borrower now or hereafter
outstanding, and (v) any payment of management fees by Borrower (except for
reasonable management fees to BSX or its Affiliates in reimbursement of actual
management services performed).

         "Revolving Period" means that period from and after the date hereof
through but excluding the Facility Termination Date.

                                      I-21
<PAGE>

         "S&P" means Standard and Poor's Ratings Services, a division of The
McGraw Hill Companies, Inc.

         "Scheduled Termination Date" means, as to each Liquidity Bank, the
earlier to occur of August 15, 2003 and the date on which its Liquidity
Commitment terminates in accordance with the Liquidity Agreement to which it is
a party, in either of the foregoing cases, unless extended by agreement of such
Liquidity Bank in accordance with Section 1.8.

         "SEC" means the Securities and Exchange Commission or any successor or
analogous Governmental Authority.

         "Secured Parties" means the Indemnified Parties.

         "Servicer" means at any time the Person (which may be the
Administrative Agent) then authorized pursuant to Article VIII to service,
administer and collect Receivables.

         "Servicing Fee" means, for each day in a Calculation Period:

         (a) an amount equal to (i) the Servicing Fee Rate at any time while BSX
     or one of its Affiliates is the Servicer, times (ii) the aggregate
     Outstanding Balance of all Receivables at the close of business on the
     Cut-Off Date immediately preceding such Calculation Period, times (iii)
     1/360; or

         (b) on and after the Servicer's reasonable request made at any time
     when BSX or one of its Affiliates is no longer acting as Servicer
     hereunder, an alternative amount specified by the successor Servicer not
     exceeding (i) 110% of such Servicer's reasonable costs and expenses of
     performing its obligations under this Agreement during the preceding
     Calculation Period, divided by (ii) the number of days in the current
     Calculation Period, in either case, payable in arrears.

         "Servicing Fee Rate" means 1.0% per annum.

         "Servicing Reserve" means, for any month, the product (expressed as a
percentage) of (a) 1%, times (b) a fraction, the numerator of which is the
highest Days Sales Outstanding for the most recent 12 months and the denominator
of which is 360.

         "Settlement Date" means (A) the 3rd Business Day after each Monthly
Reporting Date, and (B) the last day of the relevant Interest Period in respect
of each Loan funded through a Liquidity Funding.

         "Settlement Period" means (A) in respect of each Loan of a Conduit, the
immediately preceding Calculation Period, and (B) in respect of each LIBOR Loan
funded through a Liquidity Funding, the entire Interest Period of such Loan.

         "Solvent" and "Solvency" means, for any Person on a particular date,
that on such date (a) the fair value of the Property of such Person is greater
than the total amount of liabilities, including, without limitation, contingent
liabilities, of such Person, (b) the present fair salable value of the assets of
such Person is not less than the amount that will be required to pay the

                                      I-22
<PAGE>

probable liability of such Person on its debts as they become absolute and
matured, (c) such Person does not intend to, and does not believe that it will,
incur debts and liabilities beyond such Person's ability to pay such debts and
liabilities as they mature and (d) such Person is not engaged in a business or a
transaction, and is not about to engage in a business or a transaction, for
which such Person's Property would constitute an unreasonably small capital.

         "Subsidiary" of a Person means (i) any corporation more than 50% of the
outstanding securities having ordinary voting power of which shall at the time
be owned or controlled, directly or indirectly, by such Person or by one or more
of its Subsidiaries or by such Person and one or more of its Subsidiaries, or
(ii) any partnership, association, limited liability company, joint venture or
similar business organization more than 50% of the ownership interests having
ordinary voting power of which shall at the time be so owned or controlled.

         "Tax" or "Taxes" means all license and registration fees and all
income, gross receipts, rental, franchise, excise, occupational, capital, value
added, sales, use, ad valorem (real and personal), property (real and personal)
and excise taxes, fees, levies, imposts, charges or withholdings of any nature
whatsoever, together with any assessments, penalties, fines, additions to tax
and interest thereon, by any federal, state or local government or taxing
authority in the United States or by any foreign government, foreign
governmental subdivision or other foreign or international taxing authority.

         "Termination Date" means the earliest to occur of: (a) the last
Scheduled Termination Date of any Liquidity Bank; (b) the date designated by the
Borrower as the "Termination Date" on not less than fifteen (15) Business Days'
notice to the Co-Agents, provided that on such date the Obligations have been
paid in full; (c) the date specified in Section 9.2 (including, without
limitation, any such specified date following either Co-Agent's failure to
approve a requested waiver hereunder); and (d) the 90th day after any requested
amendment to this Agreement (as opposed to a requested waiver hereunder) is not
approved by both Co-Agents within 30 days after receipt of such request (unless
such proposed amendment is approved by one Co-Agent and the Obligations owing
the dissenting Co-Agent's Group are paid in full on or within 60 days after such
30th day).

         "Transaction Documents" means, collectively, this Agreement, each
Borrowing Request, the Receivables Sale Agreement, each Joinder Agreement, each
Collection Account Agreement, the Fee Letters, each of the Subordinated Notes
(as defined in the Receivables Sale Agreement), the Liquidity Agreements and all
other instruments, documents and agreements executed and delivered in connection
herewith.

         "UCC" means the Uniform Commercial Code as from time to time in effect
in the specified jurisdiction.

         "Unmatured Amortization Event" means an event which, with the passage
of time or the giving of notice, or both, would constitute an Amortization
Event.

         "Victory" has the meaning provided in the preamble of this Agreement.

         "Victory Agent" has the meaning provided in the preamble of this
Agreement.

                                      I-23
<PAGE>

         "Victory Allocation Limit" has the meaning set forth in Section 1.1(b).

         "Victory Fee Letter" means that certain Victory Fee Letter dated as of
the date hereof by and among BSX, Borrower and the Victory Agent.

         "Victory Group" has the meaning provided in the preamble of this
Agreement.

         "Victory Liquidity Agreement" means, collectively, the Liquidity
Agreement dated as of the date hereof among Victory, the Victory Agent, and the
Victory Liquidity Banks from time to time party thereto and the related Asset
Purchase Agreement, as each may be amended, restated, supplemented, replaced or
otherwise modified from time to time.

         "Victory Liquidity Bank" means any Liquidity Bank that now or hereafter
enters into this Agreement and the Victory Liquidity Agreement.

         "Wachovia" means Wachovia Bank, National Association in its individual
capacity and its capacity as an Agent.

         B Other Interpretive Matters. All accounting terms defined directly or
by incorporation in this Agreement or the other Transaction Documents shall have
the defined meanings when used in any certificate or other document delivered
pursuant thereto unless otherwise defined therein. For purposes of this
Agreement, the other Transaction Documents and all such certificates and other
documents, unless the context otherwise requires: (a) accounting terms not
otherwise defined in such agreement, and accounting terms partly defined in such
agreement to the extent not defined, shall have the respective meanings given to
them under generally accepted accounting principles; (b) terms defined in
Article 9 of the UCC and not otherwise defined in such agreement are used as
defined in such Article; (c) references to any amount as on deposit or
outstanding on any particular date means such amount at the close of business on
such day; (d) the words "hereof," "herein" and "hereunder" and words of similar
import refer to such agreement (or the certificate or other document in which
they are used) as a whole and not to any particular provision of such agreement
(or such certificate or document); (e) references to any Section, Schedule or
Exhibit are references to Sections, Schedules and Exhibits in or to such
agreement (or the certificate or other document in which the reference is made),
and references to any paragraph, subsection, clause or other subdivision within
any Section or definition refer to such paragraph, subsection, clause or other
subdivision of such Section or definition; (f) the term "including" means
"including without limitation"; (g) references to any law refer to that law as
amended from time to time and include any successor law; (h) references to any
agreement refer to that agreement as from time to time amended or supplemented
or as the terms of such agreement are waived or modified in accordance with its
terms; (i) references to any Person include that Person's successors and
assigns; (j) headings are for purposes of reference only and shall not otherwise
affect the meaning or interpretation of any provision hereof; (k) unless
otherwise provided, in the calculation of time from a specified date to a later
specified date, the term "from" means "from and including", and the terms "to"
and "until" each means "to but excluding"; (l) terms in one gender include the
parallel terms in the neuter and opposite gender; (m) "during the continuance of
an Amortization Event" means that an Amortization Event has occurred and has not
been waived and (n) the preamble and recitals shall constitute a part of this
Agreement.

                                      I-24
<PAGE>

                                   EXHIBIT II

                            FORM OF BORROWING REQUEST

                                       ---

                                [BORROWER'S NAME]
                                BORROWING REQUEST

                       For Borrowing on __________________


Wachovia Bank, National Association, as Blue Ridge Agent
191 Peachtree Street, N.E., GA-31261
Atlanta, Georgia 30303

Attention:  Elizabeth R. Wagner, Fax No. (404) 332-5152

                  and

The Bank of Tokyo-Mitsubishi Ltd., New York Branch, as Victory Agent

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

New York, NY
Attention:                 , Fax No.  (212)
          -----------------          ------------------------------

Ladies and Gentlemen:

     Reference is made to the Credit and Security Agreement dated as of August
16, 2002 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement") among Boston Scientific Funding Corporation, a Delaware
corporation (the "Borrower"), Boston Scientific Corporation, a Delaware
corporation as initial Servicer, Blue Ridge Asset Funding Corporation, Victory
Receivables Corporation, various Liquidity Banks, The Bank of Tokyo-Mitsubishi
Ltd., New York Branch, as a Co-Agent, and Wachovia Bank, National Association,
as a Co-Agent and Administrative Agent. Capitalized terms defined in the Credit
Agreement are used herein with the same meanings.

     1 The [Servicer, on behalf of the] Borrower hereby certifies, represents
and warrants to the Agents and the Lenders that on and as of the Borrowing Date
(as hereinafter defined):

     (a) all applicable conditions precedent set forth in Article V of the
Credit Agreement have been satisfied;

     (b) each of its representations and warranties contained in Section 6.1 of
the Credit Agreement will be true and correct, in all material respects, as if
made on and as of the Borrowing Date; provided, however, that so long as each of
the Liquidity Banks remains a party to the BSX Credit Agreement, in no event
will any Loan Party be required to "date-down" its representation in Section
6.1(b) or 6.1(g);

                                      II-1
<PAGE>

     (c) no event will have occurred and is continuing, or would result from the
requested Purchase, that constitutes an Amortization Event or Unmatured
Amortization Event;

     (d) the Termination Date has not occurred; and

     (e) after giving effect to the Loans comprising the Advance requested
below, the aggregate principal amount of the Blue Ridge Group's Loans at any one
time outstanding will not exceed the Blue Ridge Allocation Limit, and the
aggregate principal amount of the Victory Group's Loans at any one time
outstanding will not exceed the Victory Allocation Limit.

     2 The [Servicer, on behalf of the] Borrower hereby requests that the
Conduits (or their respective Liquidity Banks) make an Advance on ___________,
_____ (the "Borrowing Date") as follows:

     (a) Aggregate Amount of Advance: $_____________

         (i) Blue Ridge Group's Amount of Advance: $___________

         (ii) Victory Group's Amount of Advance: $___________

     (b) Interest Rate Requested: CP Rate (unless you advise Borrower that a
Liquidity Funding will be made for either Conduit, in which case the [Servicer
on behalf of the] Borrower requests that the applicable Conduit's Liquidity
Banks make an Alternate Base Rate Loan that converts into a LIBOR Loan with an
Interest Period approximately equal to the CP Tranche Period specified below on
the third Business Day after the Borrowing Date).

     (c) CP Tranche Period Requested from Victory: ________ days

     3 Please disburse the proceeds of the Loans as follows:

         (i) Blue Ridge Group: [Apply $________ to payment of principal and
     interest of existing Loans due on the Borrowing Date]. [Apply $______ to
     payment of fees due on the Borrowing Date]. [Wire transfer $________ to
     account no. ________ at ___________ Bank, in [city, state], ABA No.
     __________, Reference: ________]; and

         (ii) Victory Group: [Apply $________ to payment of principal and
     interest of existing Loans due on the Borrowing Date]. [Apply $______ to
     payment of fees due on the Borrowing Date]. [Wire transfer $________ to
     account no. ________ at ___________ Bank, in [city, state], ABA No.
     __________, Reference: ________].


                                      II-2
<PAGE>

     IN WITNESS WHEREOF, the [Servicer, on behalf of the] Borrower has caused
this Borrowing Request to be executed and delivered as of this ____ day of
___________, _____.

                                   [_______________________, as Servicer, on
                                   behalf of:]
                                   _________________________, as Borrower

                                   By:
                                   Name:
                                   Title:
































                                      II-3
<PAGE>

                                   EXHIBIT III

            LOAN PARTIES' ORGANIZATIONAL ID NUMBERS; JURISDICTIONS OF
           ORGANIZATION; CHIEF EXECUTIVE OFFICE ADDRESSES; LOCATION(S)
                             WHERE RECORDS ARE KEPT

<TABLE><CAPTION>
<S>                 <C>                 <C>                <C>                <C>                   <C>
------------------- ------------------- ------------------ ------------------ --------------------- ---------------------
Legal Name of       Prior Legal         Organizational     Jurisdiction       Chief Executive       Locations of
loan Party          Name, Trade         ID                 of Organization    Office                Records and
                    Name or                                                                         material
                    Assumed Name                                                                    Contracts
------------------- ------------------- ------------------ ------------------ --------------------- ---------------------
Boston Scientific   None                0874815            Delaware           One Boston            One Boston
Corporation                                                                   Scientific Place,     Scientific Place,
                                                                              Natick,               Natick,
                                                                              Massachusetts 01760   Massachusetts 01760

                                                                                                    Maple Grove,
                                                                                                    Minnesota 55311

                                                                                                    500 Commander Shea
                                                                                                    Blvd., Quincy,
                                                                                                    Massachusetts  02171
------------------- ------------------- ------------------ ------------------ --------------------- ---------------------
Boston Scientific   None                3541726            Delaware           One Boston            One Boston
Funding                                                                       Scientific Place,     Scientific Place,
Corporation                                                                   Natick,               Natick,
                                                                              Massachusetts 01760   Massachusetts 01760

                                                                                                    Maple Grove,
                                                                                                    Minnesota 55311

                                                                                                    500 Commander Shea
                                                                                                    Blvd., Quincy,
                                                                                                    Massachusetts  02171
------------------- ------------------- ------------------ ------------------ --------------------- ---------------------
</TABLE>
                                     III-1
<PAGE>

                                   EXHIBIT IV

           NAMES OF COLLECTION BANKS; LOCK BOXES & COLLECTION ACCOUNTS


                Lock boxes; Collection Accounts; Collection Banks

<TABLE><CAPTION>
<S>                                     <C>                   <C>                   <C>                  <C>
--------------------------------------- --------------------- --------------------- -------------------- -------------------------
           Collection Bank                    Account               Lockbox                Notes               Lockbox Site
--------------------------------------- --------------------- --------------------- -------------------- -------------------------

  Wachovia Bank, National Association       2014154639256              #6205                              Philadelphia, PA
  (f.k.a. First Union National Bank)
                                                                       #812638                            Los Angeles, CA

                                                                       #951653                            Dallas, TX
</TABLE>



















                                      IV-1
<PAGE>

                                    EXHIBIT V

                         FORM OF COMPLIANCE CERTIFICATE

To:      Wachovia Bank, National Association, as Blue Ridge Agent and as
         Administrative Agent
         The Bank of Tokyo-Mitsubishi Ltd., New York Branch, as Victory agent

     This Compliance Certificate is furnished pursuant to that certain Credit
and Security Agreement dated as of August 16, 2002 among Boston Scientific
Funding Corporation, a Delaware corporation (the "Borrower"), Boston Scientific
Corporation, a Delaware corporation as initial Servicer (the "Servicer"), Blue
Ridge Asset Funding Corporation, Victory Receivables Corporation, various
Liquidity Banks, The Bank of Tokyo-Mitsubishi Ltd., New York Branch, as a
Co-Agent, and Wachovia Bank, National Association, as a Co-Agent and
Administrative Agent (the "Agreement").

     THE UNDERSIGNED HEREBY CERTIFIES THAT:

     1 I am the duly elected _________________ of [Borrower/Servicer] (the
"Company").

     2 The examinations described in paragraph 2 did not disclose, and I have no
knowledge of, the existence of any condition or event which constitutes an
Amortization Event or Unmatured Amortization Event, as each such term is defined
under the Agreement, during or at the end of the accounting period covered by
the attached financial statements or as of the date of this Certificate[, except
as set forth in paragraph 4 below].

     [3 Described below are the exceptions, if any, to paragraph 3 by listing,
in detail, the nature of the condition or event, the period during which it has
existed and the action which the Company has taken, is taking, or proposes to
take with respect to each such condition or event: ____________________]

     4 The financial statements accompanying this certificate are complete and
correct in all material respects and have been prepared in reasonable detail and
in accordance with GAAP; provided that it is hereby acknowledged that the
quarterly financial statements delivered herewith may not include all of the
information and footnotes required by GAAP for complete annual financial
statements. The financial statements accompanying this certificate present
fairly the [consolidated] financial position of [the Servicer and its
consolidated subsidiaries][the Borrower] in all material respects as of the date
hereof and the [consolidated] results of operations for the period covered
thereby.

                                       V-1
<PAGE>

     The foregoing certifications and the financial statements delivered with
this Certificate in support hereof, are made and delivered as of ______________,
20__.

                           By:___________________________
                           Name:
                           Title:




                                       V-2
<PAGE>

                                   EXHIBIT VI

                      FORM OF COLLECTION ACCOUNT AGREEMENT

                                 [See Attached]



































                                      VI-1
<PAGE>

                                   EXHIBIT VII

                             [Intentionally Omitted]



































                                      VII-1
<PAGE>

                                  EXHIBIT VIII

                          CREDIT AND COLLECTION POLICY

                   SEE EXHIBIT C TO RECEIVABLES SALE AGREEMENT










































                                     VIII-1
<PAGE>

                                   EXHIBIT IX

                             FORM OF MONTHLY REPORT

                                 [See Attached]



































                                      IX-1
<PAGE>

                                    EXHIBIT X

                              ELIGIBLE ORIGINATORS

<TABLE><CAPTION>
<S>                 <C>                 <C>                <C>                <C>                   <C>
------------------- ------------------- ------------------ ------------------ --------------------- ---------------------
Legal Name of       Prior Legal Name,   Organizational     Jurisdiction       Chief Executive       Locations of
Eligible            Trade Name or       ID                 of Organization    Office                Records and
Originator          Assumed Name                                                                    material Contracts
------------------- ------------------- ------------------ ------------------ --------------------- ---------------------
Boston Scientific   None                0874815            Delaware           One Boston            One Boston
Corporation                                                                   Scientific Place,     Scientific Place,
                                                                              Natick,               Natick,
                                                                              Massachusetts 01760   Massachusetts 01760

                                                                                                    Maple Grove,
                                                                                                    Minnesota 55311

                                                                                                    500 Commander Shea
                                                                                                    Blvd., Quincy,
                                                                                                    Massachusetts  02171
------------------- ------------------- ------------------ ------------------ --------------------- ---------------------
</TABLE>
















                                      IX-2
<PAGE>

                                   SCHEDULE A

                                   COMMITMENTS



   -------------------------------------- ------------------------------------
                  LENDER                              COMMITMENT
   -------------------------------------- ------------------------------------
   Blue Ridge                             None

   -------------------------------------- ------------------------------------
   Wachovia                               $120,000,000


   -------------------------------------- ------------------------------------
   Victory                                $80,000,000 (less amounts funded
                                          under BTM's Commitment)

   -------------------------------------- ------------------------------------
   BTM                                    $80,000,000  (less amounts funded
                                          under Victory's Commitment)


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
















                                      IX-3
<PAGE>

                                   SCHEDULE B

              DOCUMENTS TO BE DELIVERED TO THE ADMINISTRATIVE AGENT

                       ON OR PRIOR TO THE INITIAL PURCHASE


<TABLE><CAPTION>
<S>                                                          <C>                 <C>                  <C>
------------------------------------------------------------ ------------------- -------------------- -------------
                                                                                      Drafting
                         Document                               Signatories        Responsibility        Status
------------------------------------------------------------ ------------------- -------------------- -------------

------------------------------------------------------------ ------------------- -------------------- -------------
1.  Receivables Sale Agreement ("RSA")                       Originator          L&W
                                                             SPC
------------------------------------------------------------ ------------------- -------------------- -------------
o        Annex A to RSA - Definitions                        n/a                 L&W
------------------------------------------------------------ ------------------- -------------------- -------------
o        Exhibit A to RSA - Form of Purchase Report          n/a                 L&W
------------------------------------------------------------ ------------------- -------------------- -------------
o        Exhibit B to RSA - Form of Subordinated Note        n/a                 L&W
------------------------------------------------------------ ------------------- -------------------- -------------
o        Exhibit C to RSA- Credit and Collection Policy      n/a                 BSX
------------------------------------------------------------ ------------------- -------------------- -------------
o        Exhibit D to RSA - Form of Joinder Agreement        n/a                 L&W
------------------------------------------------------------ ------------------- -------------------- -------------
o        Schedule 2.1(r) to RSA - Originator's               n/a                 BSX
         Organizational ID Number; Chief Executive Office
         Address; Locations of Records; Prior Names
------------------------------------------------------------ ------------------- -------------------- -------------
2. A certificate of Originator's Assistant Secretary         BSX                 S&S
certifying:
         (a) the names and true signatures of the officers
authorized on Originator's behalf to sign the Transaction
Documents to be delivered by it;
         (b) an attached copy of resolutions of
Originator's board of directors, authorizing the
Transaction Documents to be delivered by it and the
transactions contemplated thereby; and
         (c) an attached copy of Originator's by-laws.
------------------------------------------------------------ ------------------- -------------------- -------------
3.  A good standing certificate for Originator issued as     n/a                 S&S
of a recent date by the Secretary of State of Delaware
------------------------------------------------------------ ------------------- -------------------- -------------
4.  Originator's Certificate of Incorporation recently       n/a                 S&S
certified by the Secretary of State of Delaware.
------------------------------------------------------------ ------------------- -------------------- -------------
5. A certificate of SPC's Secretary certifying:              BSX                 S&S
         (a) the names and true signatures of the officers
authorized on SPC's behalf to sign the Transaction
------------------------------------------------------------ ------------------- -------------------- -------------
</TABLE>
                                     IX-4
<PAGE>

<TABLE><CAPTION>
<S>                                                          <C>                 <C>                  <C>
------------------------------------------------------------ ------------------- -------------------- -------------
Documents to be delivered by it;
         (b) an attached copy of resolutions of SPC's
board of directors, authorizing the Transaction Documents
to be delivered by it and the transactions contemplated
thereby; and
         (c) an attached copy of SPC's by-laws.
------------------------------------------------------------ ------------------- -------------------- -------------
6.  A good standing certificate for SPC issued as of a       n/a                 S&S
recent date by the Secretary of State of Delaware
------------------------------------------------------------ ------------------- -------------------- -------------
7.  SPC's Certificate of Incorporation recently certified    n/a                 S&S
by the Secretary of State of Delaware.
------------------------------------------------------------ ------------------- -------------------- -------------
8.  [Intentionally Deleted]                                  n/a                 S&S
------------------------------------------------------------ ------------------- -------------------- -------------
9.  Independent Director's Agreement                         BSX                 S&S
                                                             SPC
                                                             Ind. Dir.
------------------------------------------------------------ ------------------- -------------------- -------------
10.  UCC, tax and judgment lien searches against             n/a                 S&S
Originator in the relevant central and local filing
offices in the state where (a) it was incorporated and (b)
it maintains its chief executive office
------------------------------------------------------------ ------------------- -------------------- -------------
11.  Termination Statements with respect to any liens        n/a                 S&S
revealed in the above searches
------------------------------------------------------------ ------------------- -------------------- -------------
12.  Delaware UCC financing statement naming Originator,     n/a                 L&W
as debtor, SPC, as assignor/secured party, and the
Administrative Agent, as assignee of secured party
------------------------------------------------------------ ------------------- -------------------- -------------
13.  Subordinated Note                                       SPC                 L&W
------------------------------------------------------------ ------------------- -------------------- -------------
14.  Corporate/UCC Opinion                                   S&S                 S&S
------------------------------------------------------------ ------------------- -------------------- -------------
15.  True sale and non-consolidation Opinion(s)              S&S                 S&S
------------------------------------------------------------ ------------------- -------------------- -------------
16. A certificate from an officer of Originator              BSX                 S&S
to the effect that (a) each of the
representations and warranties set forth in the
RSA is true and correct as of the closing date,
(b) the Sale Termination Date has not occurred,
and (c) Originator has placed on the most recent,
and has taken all steps reasonably necessary to
ensure that there shall be placed on each
subsequent, summary aged trial balance report the
following legend (or the substantive equivalent
thereof):  "PROPERTY OF BOSTON SCIENTIFIC FUNDING
CORPORATION"
------------------------------------------------------------ ------------------- -------------------- -------------
</TABLE>
                                      IX-5
<PAGE>

<TABLE><CAPTION>
<S>                                                          <C>                 <C>                  <C>
------------------------------------------------------------ ------------------- -------------------- -------------
17.  Credit and Security Agreement ("CSA")                   All                 L&W
------------------------------------------------------------ ------------------- -------------------- -------------
o        Exhibit I to CSA:   Definitions                     n/a                 L&W
------------------------------------------------------------ ------------------- -------------------- -------------
o        Exhibit II to CSA:  Form of Borrowing Request       n/a                 L&W
------------------------------------------------------------ ------------------- -------------------- -------------
o        Exhibit III to CSA:  Jurisdictions of               n/a                 L&W
         Organization and Chief Executive Offices of the
         Loan Parties; Location of Records; Organizational
         identification Numbers
------------------------------------------------------------ ------------------- -------------------- -------------
o        Exhibit IV  to CSA:  Names of Collection  Banks;    n/a                 Wachovia
         Collection Accounts
------------------------------------------------------------ ------------------- -------------------- -------------
o        Exhibit V to CSA:  Form of Compliance Certificate   n/a                 L&W
------------------------------------------------------------ ------------------- -------------------- -------------
o        Exhibit VI to CSA: Form of Collection Account       n/a                 BSX
         Agreement
------------------------------------------------------------ ------------------- -------------------- -------------
o        Exhibit VII to CSA: [Intentionally Omitted]         n/a                 BSX
------------------------------------------------------------ ------------------- -------------------- -------------
o        Exhibit VIII to CSA:  Credit and Collection Policy  n/a                 BSX
------------------------------------------------------------ ------------------- -------------------- -------------
o        Exhibit IX to CSA: Form of Monthly Report
------------------------------------------------------------ ------------------- -------------------- -------------
o        Exhibit X to CSA: Eligible Originators
------------------------------------------------------------ ------------------- -------------------- -------------
o        Schedule A to CSA: Commitments
------------------------------------------------------------ ------------------- -------------------- -------------
o        Schedule Bto CSA: Closing Documents
------------------------------------------------------------ ------------------- -------------------- -------------
o        Schedule 14.2 to CSA: Notices
------------------------------------------------------------ ------------------- -------------------- -------------
18.  Collection Account Agreement(s) with respect to each    BSX                 L&W
Lockbox and associated account (all are at Wachovia)         SPC
                                                             Admin.Agent
                                                             Wachovia

------------------------------------------------------------ ------------------- -------------------- -------------
19.  Fee Letters (2)                                         [BSX]               L&W
                                                             SPC
                                                             Co-Agents
------------------------------------------------------------ ------------------- -------------------- -------------
20.  Monthly Report as of month-end prior to closing         BSX                 BSX/ Wachovia
------------------------------------------------------------ ------------------- -------------------- -------------
21.  A certificate of an Authorized Officer of each of the   BSX                 S&S
Loan Parties certifying that as of the date of the initial   SPC
Advance, no Amortization Event or Unmatured Amortization
Event exists and is continuing
------------------------------------------------------------ ------------------- -------------------- -------------
22.  Borrowing Notice                                        SPC                 BSX
------------------------------------------------------------ ------------------- -------------------- -------------
23.  Delaware UCC Financing Statement naming SPC as debtor   n/a                 L&W
and the Administrative Agent as secured party
------------------------------------------------------------ ------------------- -------------------- -------------
</TABLE>

                                      IX-6
<PAGE>

<TABLE><CAPTION>
<S>                                                          <C>                 <C>                  <C>
------------------------------------------------------------ ------------------- -------------------- -------------
24.  CSA Corporate/UCC Opinion                               S&S                 S&S
------------------------------------------------------------ ------------------- -------------------- -------------
25.  UCC, tax and judgment lien searches against SPC in      n/a                 S&S
Delaware
------------------------------------------------------------ ------------------- -------------------- -------------
26.  Opinion back-up certificates                            BSX                 S&S
                                                             SPC
------------------------------------------------------------ ------------------- -------------------- -------------

------------------------------------------------------------ ------------------- -------------------- -------------
27.  Liquidity Agreement for Blue Ridge                      Wachovia            L&W
                                                             Blue Ridge
------------------------------------------------------------ ------------------- -------------------- -------------
</TABLE>



































                                      IX-7
<PAGE>

                                  Schedule 14.2

                                    Addresses
                                    ---------

Blue Ridge
----------

Blue Ridge Asset Funding Corporation
301 South College Street
Charlotte NC 28288
Attn: Doug Wilson
Telephone: 704-374-2520
Fax: 704-383-9579

With a copy to:

Blue Ridge Asset Funding Corporation
c/o AMACAR Group, L.L.C.
6525 Morrison Blvd., Suite 318
Charlotte, North Carolina 28211
Attn:  Douglas K.  Johnson
Telephone:  (704) 365-0569
Fax:      (704) 365-1362

Blue Ridge Agent/Wachovia/Administrative Agent
----------------------------------------------

Wachovia Bank, National Association
301 South College Street
Charlotte NC 28288
Attn: Doug Wilson
Telephone: 704-374-2520
Fax: 704-383-9579

Victory
-------

Victory Receivables Corporation
c/o J.H. Management Corporation
One International Plaza
Boston, MA 02110
Attn: Douglas Donaldson
Telephone:  (617) 951-7690
Fax: (617) 951-7050

                                   (continued)

                                      IX-8
<PAGE>

Victory Agent/BTM
-----------------

The Bank of Tokyo-Mitsubishi, Ltd., New York Branch
1251 Avenue of the Americas
New York, NY 10020
Attn:  Securitization Group
Telephone: (212) 782 - 4913
Fax: (212) 782-6998

BSX
---

Boston Scientific Corporation
One Boston Scientific Place
Natick, Massachusetts 01760
Attention:        Lawrence C. Best,
                  Senior Vice President,
                  Finance & Administration
                  and Chief Financial Officer
Fax:              (508) 650-8951

With a copy to:

General Counsel's Office
Fax:              (508) 650-8960

BORROWER
--------

Boston Scientific Funding Corporation
One Boston Scientific Place
Natick, Massachusetts 01760
Attention:        Lawrence C. Best,
                  President
                  and Chief Financial Officer
Fax:              (508) 650-8951

With a copy to:

General Counsel's Office
Fax:              (508) 650-8960






                                      IX-9

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>exh10-2_11581.txt
<DESCRIPTION>RECEIVABLES SALE AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.2
                                                                    ------------




================================================================================

                                     FORM OF

                           RECEIVABLES SALE AGREEMENT

                           DATED AS OF AUGUST 16, 2002


                                     BETWEEN


        BOSTON SCIENTIFIC CORPORATION AND EACH OF ITS DIRECT OR INDIRECT
           WHOLLY-OWNED SUBSIDIARIES THAT HEREAFTER BECOMES A SELLER
                                   HEREUNDER,
                                 as the Sellers,


                                       AND

                     BOSTON SCIENTIFIC FUNDING CORPORATION,
                                  as the Buyer


================================================================================








<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE

ARTICLE I. CAPITALIZATION OF THE BUYER AND AMOUNTS AND TERMS
           OF THE PURCHASES....................................................2


    SECTION 1.1         CAPITALIZATION OF THE BUYER............................2
    SECTION 1.2         PURCHASES OF RECEIVABLES...............................2
    SECTION 1.3         PAYMENT FOR THE PURCHASES..............................3
    SECTION 1.4         PURCHASE PRICE CREDIT ADJUSTMENTS......................4
    SECTION 1.5         PAYMENTS AND COMPUTATIONS, ETC.........................5
    SECTION 1.6         TRANSFER OF RECORDS....................................5
    SECTION 1.7         CHARACTERIZATION; GRANTING CLAUSE......................6


ARTICLE II. REPRESENTATIONS AND WARRANTIES.....................................6

    SECTION 2.1         REPRESENTATIONS OF THE SELLERS.........................6

       (A)    FINANCIAL CONDITION..............................................6
       (B)    NO CHANGE........................................................7
       (C)    OWNERSHIP OF SUCH SELLER.........................................7
       (D)    CORPORATE EXISTENCE; COMPLIANCE WITH LAW.........................7
       (E)    CORPORATE POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS..........7
       (F)    NO LEGAL BAR.....................................................8
       (G)    NO MATERIAL LITIGATION...........................................8
       (H)    NO DEFAULT.......................................................8
       (I)    INTENTIONALLY OMITTED............................................8
       (J)    TAXES............................................................8
       (K)    FEDERAL REGULATIONS..............................................9
       (L)    ERISA............................................................9
       (M)    INVESTMENT COMPANY ACT; OTHER REGULATIONS........................9
       (N)    DISCLOSURE.......................................................9
       (O)    VALID AND PERFECTED SECURITY INTEREST...........................10
       (P)    NATURE OF RECEIVABLES...........................................10
       (Q)    TITLE TO RECEIVABLES AND QUALITY OF TITLE.......................10
       (R)    OFFICES.........................................................11
       (S)    COLLECTION ACCOUNTS.............................................11
       (T)    ELIGIBLE RECEIVABLES............................................11
       (U)    NAMES...........................................................11
       (V)    CREDIT AND COLLECTION POLICY....................................11
       (W)    PAYMENTS TO SELLERS.............................................12
       (X)    RELIANCE ON SEPARATE LEGAL IDENTITY.............................12

ARTICLE III. CONDITIONS OF PURCHASES..........................................12

    SECTION 3.1         CONDITIONS PRECEDENT TO INITIAL PURCHASE..............12
    SECTION 3.2         CONDITIONS PRECEDENT TO ALL PURCHASES (INCLUDING
                          THE PURCHASE FROM EACH SELLER ON ITS APPLICABLE
                          CLOSING DATE).......................................13
    SECTION 3.3         REAFFIRMATION OF REPRESENTATIONS AND WARRANTIES.......14


ARTICLE IV. COVENANTS.........................................................14

    SECTION 4.1         AFFIRMATIVE COVENANTS.................................14
       (A)    CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE................14
       (B)    AUDITS..........................................................14
       (C)    KEEPING OF RECORDS AND BOOKS OF ACCOUNT.........................15
       (D)    PERFORMANCE AND COMPLIANCE WITH RECEIVABLES AND CONTRACTS.......15
       (E)    LOCATION OF RECORDS.............................................15
       (F)    CREDIT AND COLLECTION POLICIES..................................16

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<PAGE>

       (G)    SEPARATE CORPORATE EXISTENCE OF THE BUYER.......................16
       (H)    COLLECTIONS.....................................................16
       (I)    FURTHER ASSURANCES..............................................16

    SECTION 4.2         REPORTING REQUIREMENTS................................16

       (A)    FINANCIAL STATEMENTS............................................16
       (B)    CERTIFICATES; OTHER INFORMATION.................................17
       (C)    PROCEEDINGS.....................................................17
       (D)    CHANGE IN BUSINESS OR CREDIT AND COLLECTION POLICY..............18
       (E)    SALE TERMINATION DATE...........................................18
       (F)    OTHER...........................................................18
       (G)    TAXES...........................................................18

    SECTION 4.3         NEGATIVE COVENANTS....................................18

       (A)    SALES, LIENS, ETC...............................................18
       (B)    EXTENSION OR AMENDMENT OF RECEIVABLES...........................19
       (C)    CHANGE IN BUSINESS OR CREDIT AND COLLECTION POLICY..............19
       (D)    CHANGE IN PAYMENT INSTRUCTIONS TO OBLIGORS......................19
       (E)    DEPOSITS TO COLLECTION ACCOUNTS.................................19
       (F)    CHANGES TO OTHER DOCUMENTS......................................19
       (G)    NAME CHANGE, OFFICES, RECORDS AND BOOKS OF ACCOUNTS.............19
       (H)    MERGERS, CONSOLIDATIONS AND ACQUISITIONS........................20
       (I)    DISPOSITION OF RECEIVABLES AND RELATED SECURITY.................21
       (J)    RECEIVABLES NOT TO BE EVIDENCED BY PROMISSORY NOTES.............21
       (K)    ACCOUNTING FOR PURCHASES........................................21

ARTICLE V. JOINDER OF ADDITIONAL SELLERS......................................21

    SECTION 5.1         ADDITION OF NEW SELLERS...............................21
    SECTION 5.2         DOCUMENTATION.........................................21

ARTICLE VI. ADDITIONAL RIGHTS AND OBLIGATIONS IN RESPECT OF THE RECEIVABLES...22

    SECTION 6.1         RIGHTS OF THE BUYER...................................22
    SECTION 6.2         RESPONSIBILITIES OF THE SELLERS.......................22

       (A)    COLLECTION PROCEDURES...........................................22
       (B)    SERVICING.......................................................22
       (C)    POWER OF ATTORNEY...............................................22
       (D)    PERFORMANCE UNDER CONTRACTS.....................................23

    SECTION 6.3         FURTHER ACTION EVIDENCING PURCHASES...................23
    SECTION 6.4         APPLICATION OF COLLECTIONS............................23

ARTICLE VII. INDEMNIFICATION..................................................24

    SECTION 7.1         INDEMNITIES BY THE SELLERS............................24
    SECTION 7.2         CONTRIBUTION..........................................26

ARTICLE VIII. MISCELLANEOUS...................................................26

    SECTION 8.1         WAIVERS AND AMENDMENTS................................26
    SECTION 8.2         NOTICES, ETC..........................................26
    SECTION 8.3         CUMULATIVE REMEDIES...................................27
    SECTION 8.4         BINDING EFFECT; ASSIGNABILITY.........................27
    SECTION 8.5         GOVERNING LAW.........................................27
    SECTION 8.6         COSTS, EXPENSES AND TAXES.............................28
    SECTION 8.7         SUBMISSION TO JURISDICTION............................28
    SECTION 8.8         WAIVER OF JURY TRIAL..................................29
    SECTION 8.9         CAPTIONS AND CROSS REFERENCES;
                          INCORPORATION BY REFERENCE..........................29
    SECTION 8.10        EXECUTION IN COUNTERPARTS.............................29
    SECTION 8.11        ACKNOWLEDGMENT AND AGREEMENT..........................29
    SECTION 8.12        NO PROCEEDINGS........................................29
    SECTION 8.13        CONFIDENTIALITY.......................................29

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<PAGE>

    SECTION 8.14        LOANS BY BUYER TO ORIGINATOR..........................30
    SECTION 8.15        NO RECOURSE AGAINST OTHER PARTIES.....................30


                         ANNEXES, EXHIBITS AND SCHEDULES


ANNEX A - DEFINITIONS.........................................................32

EXHIBIT A - FORM OF PURCHASE REPORT...........................................39

EXHIBIT B - FORM OF SUBORDINATED NOTE.........................................41

EXHIBIT C - CREDIT AND COLLECTION POLICIES....................................48

EXHIBIT D - FORM OF JOINDER AGREEMENT.........................................49

SCHEDULE 2.1(R) -  ORGANIZATIONAL ID NUMBERS; JURISIDICTIONS OF
   ORGANIZATION; CHIEF EXECUTIVE OFFICE ADDRESSES; LOCATION(S) WHERE
   RECORDS ARE KEPT...........................................................51















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<PAGE>

                           RECEIVABLES SALE AGREEMENT

                     THIS RECEIVABLES SALE AGREEMENT (as amended, supplemented,
restated or otherwise modified from time to time,
this "Agreement"), dated as of August 16, 2002, is entered into by and between:

                     (1) Boston Scientific Corporation, a Delaware corporation
           ("BSX"), and each of the direct or indirect, wholly-owned domestic
           subsidiaries of BSX that hereafter becomes a party hereto by
           executing a joinder agreement in the form of Exhibit D hereto (each,
           a "Joinder Agreement"), as sellers (each, a "Seller" and
           collectively, the "Sellers"), and

                     (2) Boston Scientific Funding Corporation, a Delaware
           corporation, as purchaser (the "Buyer").

Unless otherwise indicated, capitalized terms used in this Agreement are defined
in ANNEX A hereto or, if not defined therein, in that certain Credit and
Security Agreement dated as of August 16, 2002, by and among the Buyer, as
"Borrower," BSX, as "Initial Servicer," Blue Ridge Asset Funding Corporation,
Victory Receivables Corporation, The Bank of Tokyo-Mitsubishi Ltd., New York
Branch, individually and as "Victory Agent," and Wachovia Bank, National
Association, individually, as "Blue Ridge Agent" and as "Administrative Agent"
(as amended, supplemented, restated, joined or otherwise modified from time to
time in accordance with the terms thereof, the "Credit and Security Agreement").
In addition ANNEX A sets forth certain rules of interpretation that are
applicable to this Agreement and the other Transaction Documents.

                              W I T N E S S E T H :

                     WHEREAS, BSX owns, directly or indirectly all of the issued
           and outstanding Equity Interests of each of the other Sellers (if
           any);

                     WHEREAS, the Buyer is a limited purpose corporation, all of
           the issued and outstanding Equity Interests of which are owned by
           BSX;

                     WHEREAS, BSX desires to contribute to the Buyer's capital
           all of its Receivables in existence as of the Initial Cut-Off Date,
           together with all Related Security associated therewith;

                     WHEREAS, the Sellers desire to sell Receivables and Related
           Security owned from time to time by the Sellers to the Buyer, and the
           Buyer is willing, on the terms and subject to the conditions set
           forth herein, to purchase Receivables and Related Security from the
           Sellers;

                     WHEREAS, the Buyer intends to pledge the Receivables and
           Related Security received from the Sellers hereunder to secure
           Obligations under the Credit and Security Agreement, including,
           without limitation, its obligations to repay Loans made thereunder;
           and

<PAGE>

                     WHEREAS, at the request of the Buyer and its assigns, BSX
           has agreed to continue to act as Servicer for the Receivables;

                     NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

                                   ARTICLE I.
                     CAPITALIZATION OF THE BUYER AND AMOUNTS
                           AND TERMS OF THE PURCHASES

           Section 1.1 CAPITALIZATION OF THE BUYER. Effective on the Initial
Closing Date, BSX does hereby contribute to the Buyer's capital, in exchange for
all of the Buyer's Equity Interests all of BSX's Receivables existing as of the
Initial Cutoff Date and all Related Security and proceeds with respect thereto
(such Receivables, the "Initial Contributed Receivables").

           Section 1.2 Purchases of Receivables.

                     (a).......Effective on the Applicable Closing Date for each
Seller, in consideration for the Purchase Price and upon the terms and subject
to the conditions set forth herein, each such Seller does hereby sell to the
Buyer, without recourse (except to the extent expressly provided herein), and
the Buyer does hereby purchase from such Seller, all of such Seller's right,
title and interest in and to such Seller's Receivables, the Related Security and
all proceeds received subsequent to the Seller's Applicable Cut-Off Date of the
foregoing (other than any such assets contributed to Buyer pursuant to Section
1.1 above), in each case, whether now existing or hereafter arising or acquired.

                     (b).......Each Seller's Receivables existing as of such
Seller's Applicable Cut-Off Date are hereby sold or
contributed, as applicable, to Buyer on such Seller's Applicable Closing Date.
Each of such Seller's Receivables arising after such Seller's Applicable Cut-Off
Date and on or prior to its Sale Termination Date shall be deemed to have been
sold to Buyer immediately (and without further action by any Person) upon the
creation of such Receivable. The Related Security with respect to each
Receivable (and proceeds of such Receivable and Related Security) shall be sold
at the same time as such Receivable together with all related proceeds received
on or after the Seller's Applicable Cut-Off Date.

                     (c).......It is the intention of the parties hereto that
each conveyance of Receivables made under this
Agreement shall constitute an outright "sale of accounts" (as such terms are
used in Article 9 of the UCC) or other absolute transfer, which is absolute and
irrevocable and shall provide the Buyer with the full benefits of ownership of
the Receivables and the associated Related Security. Except for the Purchase
Price Credits owed pursuant to Section 1.4, each conveyance of Receivables
hereunder is made without recourse to the applicable Seller; provided, however,
that (i) each Seller will be liable to the Buyer for all representations,
warranties, covenants and indemnities made by such Seller pursuant to the terms
of the Transaction Documents to which such Seller is a party, and (ii) such
conveyance does not constitute and is not intended to result in an assumption by
the Buyer or any assignee thereof of any obligation of such Seller or any other
Person arising in connection with the Receivables, the

                                        2
<PAGE>

related Contracts and/or other Related Security or any other obligations of such
Seller. In view of the intention of the parties hereto that the conveyances of
Receivables made hereunder shall constitute outright sales of such Receivables
rather than loans secured thereby, each Seller agrees that it will, on or prior
to its Applicable Closing Date, mark its summary aged trial balance reports with
the legend required by Section 3.1(i) hereof.

                     (d).......Nothing herein shall be deemed to preclude BSX
from contributing to the Buyer's capital, in lieu of
selling, Receivables originated by BSX in addition to the Initial Contributed
Receivables together with the Related Security associated therewith, and any
such contribution is made with the intention that each such contribution, if
any, will be made with the same intentions as are set forth in Section 1.2(c)
above. No Purchase Price shall be payable in respect of any contributed
Receivable or its associated Related Security.

           Section 1.3 Payment for the Purchases.

                     (a).......The Purchase Price for each purchase of
Receivables (other than Initial Contributed Receivables) and Related Security
from any Seller will be payable in full by the Buyer to such Seller on its date
of sale or deemed sale in accordance with Section 1.2(b) (except that the Buyer
may, with respect to any such purchase, offset against such Purchase Price any
amounts due and owing from such Seller to the Buyer hereunder), and shall be
paid to such Seller in one or both of the following manners:

                     (i) by delivery of immediately available funds, to the
           extent of the Buyer's Available Funds; and

                     (ii) solely to the extent such Available Funds are
           insufficient to pay the full amount of Purchase Price then due and
           owing, by delivery of a Subordinated Note made by the Buyer to the
           applicable Seller (and making a notation of a Subordinated Loan
           thereunder), so long as the aggregate principal amount of
           Subordinated Loans outstanding at any one time under such
           Subordinated Notes does not exceed the lesser of (A) the aggregate
           remaining unpaid portion of such Purchase Price, and (B) the maximum
           Subordinated Loan that could be borrowed without rendering the
           Buyer's Net Worth less than the Required Capital Amount.

                     (b).......Subject to the limitations set forth in Section
1.3(a)(ii), each of the Sellers irrevocably agrees
to advance each Subordinated Loan requested by the Buyer on or prior to such
Seller's Sale Termination Date. The Subordinated Loans owing to each Seller will
be evidenced by, and shall be payable in accordance with the terms and
provisions, of its Subordinated Note and shall be payable solely from Available
Funds at the time of each such payment. Each Seller is hereby authorized by the
Buyer to endorse on the schedule attached to its Subordinated Note an
appropriate notation evidencing the date and amount of each Subordinated Loan
thereunder, as well as the date of each payment with respect thereto, provided
that the failure to make such notation shall not affect any obligation of the
Buyer thereunder.

                     (c).......On each Monthly Reporting Date after its
Applicable Closing Date, each Seller will (or shall require
the Servicer to) deliver to the Buyer and the Agents a report in substantially
the form of Exhibit A hereto (each such report being herein called a "Purchase

                                        3
<PAGE>

Report") with respect to the Receivables sold by such Seller to the Buyer during
the Settlement Period then most recently ended. Each such Purchase Report shall
list the applicable Seller separately and shall specify, as applicable: (i) the
Receivables sold by such Seller during the Settlement Period then most recently
ended, and (ii) the amount of the Receivables described in the foregoing clause
(i) that were Eligible Receivables on the date they were acquired by the Buyer.

                     (d).......Although the Purchase Price for each purchase of
Receivables and Related Security shall be due and
payable in full by the Buyer to the applicable Seller on the date of such
purchase, settlement of the Purchase Price between the Buyer and such Seller
will be effected on Settlement Dates with respect to all purchases within the
same Settlement Period and based on the information contained in the Purchase
Report delivered for such Settlement Period pursuant to Section 1.3(c). Although
cash settlements shall be effected on Settlement Dates, increases or decreases
in the Subordinated Loans shall be deemed to have occurred and shall be
effective as of the last Business Day of the Settlement Period to which such
settlement relates.

           Section 1.4 Purchase Price Credit Adjustments.  If on any day:

                     (a).......the aggregate Outstanding Balance of the
Receivables originated by any Seller as reflected in the preceding Purchase
Report (net of any positive adjustments) has been reduced or canceled for any of
the following reasons:

                     (i) as a result of any rejected, defective or returned
           services or merchandise, any cash discount or any other adjustment by
           the applicable Seller or any Affiliate thereof (regardless of whether
           the same is treated by such Seller or Affiliate as a write-off), or
           as a result of any surcharge or other governmental or regulatory
           action, or

                     (ii) as a result of any setoff or breach of the underlying
           agreement in respect of any claim by the Obligor thereof against the
           applicable Seller, Buyer or any Affiliate of the foregoing (whether
           such claim arises out of the same or a related or an unrelated
           transaction), or

                     (iii) on account of the obligation of the applicable Seller
           or any Affiliate thereof to pay to the related Obligor any rebate or
           refund, or

                     (iv) as a result of any Outstanding Balance of any
           Receivable on the date of its sale or contribution proving to have
           been less on such date than the amount reflected on the applicable
           Purchase Report, or

                     (b).......any of the representations or warranties of the
applicable Seller set forth in Section 2.1(a), (k) or (s) was not true when made
with respect to any Receivable originated by it, or any of the representations
or warranties of the applicable Seller set forth in Section 2.1(t) is no longer
true with respect to any Receivable originated by it,

then, in such event, the Buyer shall be entitled to a credit (each, a "Purchase
Price Credit") against the Purchase Price otherwise payable hereunder equal to
(A) the amount of such reduction, cancellation or overstatement, in the case of
the preceding clauses (a)(i), (a)(ii), (a)(iii)

                                        4
<PAGE>

and (a)(iv), and (B) in the full amount of the Outstanding Balance of such
Receivable in the case of the preceding clause (b). If such Purchase Price
Credit exceeds the original Outstanding Balance of the Receivables to be sold by
the applicable Seller on the date of a purchase, then the applicable Seller will
pay to the Buyer the remaining amount of such Purchase Price Credit in cash not
later than the next Business Day; provided that if such Seller's Sale
Termination Date has not occurred, such Seller will be allowed to deduct the
remaining amount of such Purchase Price Credit from any Indebtedness owed to it
under its Subordinated Note.

           Section 1.5 Payments and Computations, Etc. All amounts to be paid or
deposited by the Buyer hereunder shall be paid or deposited in accordance with
the terms hereof on the day when due in immediately available funds to the
account of the applicable Seller designated from time to time by such Seller or
as otherwise directed by such Seller. In the event that any payment owed by any
Person hereunder becomes due on a day that is not a Business Day, then such
payment shall be made on the next succeeding Business Day. If any Person fails
to pay any amount hereunder when due, such Person agrees to pay, on demand,
interest on the past due amount at the Default Rate until paid in full;
provided, however, that such interest shall not at any time exceed the maximum
rate permitted by applicable law. All computations of interest payable hereunder
shall be made on the basis of a year of 360 days for the actual number of days
(including the first but excluding the last day) elapsed.

           Section 1.6 Transfer of Records.

                     (a).......In connection with the purchases of Receivables
hereunder, each Seller hereby sells, transfers, assigns and otherwise conveys to
the Buyer all of such Seller's right and title to and interest in the Records
relating to all Receivables sold hereunder, without the need for any further
documentation in connection with any purchase. In connection with such transfer,
each Seller hereby agrees that following any replacement of BSX (or one of its
Affiliates) as the Servicer, it will promptly grant access to Administrative
Agent or to the new Servicer, as the case may be, to all data embedded in or
created by all software used by such Seller to account for its Receivables,
including, without limitation, any print outs of such data,.

                     (b).......In addition to the requirements of Section 6.3,
each Seller (i) shall take such action requested by
the Buyer and/or any of the Agents, from time to time hereafter, that may be
necessary or reasonably appropriate to ensure that the Buyer has an enforceable
ownership interest in the Records relating to the Receivables purchased from
such Seller hereunder, and (ii) shall use its reasonable efforts to ensure that
the Buyer and the Servicer each has an enforceable right (whether by license or
sublicense or otherwise) to use all of the computer software used to account for
the Receivables and/or to recreate such Records.

           Section 1.7 Characterization; Granting Clause.

                     (a).......If, notwithstanding the intention of the parties
expressed in Section 1.2(c), any sale by any of the Sellers to the Buyer of
Receivables hereunder shall be characterized as a secured loan and not a sale,
then this Agreement shall be deemed to constitute a security agreement under the
UCC and other applicable law. For this purpose and without being in derogation
of the parties' intention that each sale of Receivables hereunder shall
constitute a true sale thereof, each of the Sellers hereby grants to the Buyer a
duly perfected security interest in all

                                        5
<PAGE>

of such Seller's right, title and interest in, to and under all of such Seller's
Receivables now existing and hereafter arising, and in all Related Security with
respect thereto, which security interest shall be prior to all other Liens
thereto. After the occurrence of a Seller's Sale Termination Event, the Buyer
and its assigns shall have as against the applicable Seller, in addition to the
rights and remedies which they may have under this Agreement, all other rights
and remedies provided to a secured creditor after default under the UCC and
other applicable law, which rights and remedies shall be cumulative.

                     (b).......Each Seller hereby covenants and agrees to do all
things necessary under each of its Contracts to
facilitate collection of the Receivables arising thereunder by the Buyer and its
assigns, and to secure its obligations under this Section 1.7(b.

                                  ARTICLE II.
                         REPRESENTATIONS AND WARRANTIES

           Section 2.1 REPRESENTATIONS OF THE SELLERS. In order to induce the
Buyer to enter into this Agreement and to make purchases and accept the
contributions hereunder, each Seller hereby makes the following representations
and warranties, as to itself, as of the date of each sale or contribution by it
hereunder; provided, however, that so long as each of the Liquidity Banks
remains a party to the BSX Credit Agreement, no Seller will be required to
"date-down" its representation in Section 2.1(b) or 2.1(g) hereof:

           (a) Financial Condition. The consolidated balance sheet of BSX and
its consolidated Subsidiaries as at December 31, 2001 and December 31, 2000 and
the related consolidated statements of operations and of cash flows for the
fiscal years ended on such dates, reported on by Ernst & Young LLP, copies of
which have heretofore been furnished to Buyer and Lenders, are complete and
correct and present fairly the consolidated financial condition of BSX as at
such dates, and the consolidated results of its operations and its consolidated
cash flows for the fiscal years then ended. The unaudited consolidated balance
sheet of BSX and its consolidated Subsidiaries as at March 31, 2002 or, if later
and prior to the Initial Closing Date, the date of BSX's most recent publicly
available Form 10-Q and the related unaudited consolidated statements of
operations and of cash flows for the fiscal period ended on such date, certified
by an Authorized Officer, copies of which have heretofore been furnished to
Buyer and each Lender, are complete and materially correct and present fairly
(subject to normal year-end audit adjustments) the consolidated financial
condition of BSX and its consolidated Subsidiaries as at such date, and the
consolidated results of its operations and its consolidated cash flows for the
fiscal period then ended. All such annual financial statements, including the
related schedules and notes thereto, were, as of the date prepared, prepared in
accordance with GAAP applied consistently throughout the periods involved
(except as approved by such accountants or an Authorized Officer, as the case
may be, and as disclosed therein). The quarterly financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X under the Securities Act of 1933. Accordingly, such quarterly
statements do not include all of the information and footnotes required by GAAP
for complete financial statements. In the opinion of BSX, all adjustments
(consisting only of normal recurring accruals) considered necessary for a fair
presentation have been included. Neither BSX nor any of its consolidated
Subsidiaries had, at the date of the most recent balance sheet referred to
above, any material

                                        6
<PAGE>

Guarantee Obligation, material contingent liability or material liability for
taxes, or any material long-term lease or material unusual forward or long-term
commitment, including, without limitation, any interest rate or foreign currency
swap or exchange transaction, which is not reflected in the foregoing statements
or in the notes thereto.

           (b) No Change. Since December 31, 2001 there has been no development
or event which has had or could reasonably be expected to have a Seller Material
Adverse Effect.

           (c) Ownership of Such Seller. BSX owns, directly or indirectly, all
the issued and outstanding Equity Interests of (i) the Buyer and (ii) each of
the other Sellers (if any), and all of such Equity Interests are fully paid and
non-assessable.

           (d) Corporate Existence; Compliance with Law. Each Seller and its
Subsidiaries (a) is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization, (b) has the corporate or other
power and authority, and the legal right, to own and operate its property, to
lease the property it operates as lessee and to conduct the business in which it
is currently engaged, (c) is duly qualified as a foreign corporation and in good
standing under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires such qualification
and (d) is in compliance with all Requirements of Law, except to the extent that
the failure of the foregoing clauses (a), (c) and (d) to be true and correct
could not, in the aggregate, reasonably be expected to have a Seller Material
Adverse Effect.

           (e) Corporate Power; Authorization; Enforceable Obligations. Each
Seller has the corporate or other power and authority, and the legal right, to
make, deliver and perform its obligations under each Transaction Document to
which it is a party and to consummate the transactions herein and therein
contemplated and has taken all necessary corporate action to authorize the
consummation of the transactions herein and therein contemplated and to
authorize the execution, delivery and performance of the Transaction Documents
to which it is a party. No consent or authorization of, filing with, notice to
or other act by or in respect of, any Governmental Authority or any other Person
is required with respect to such Seller or any of its Subsidiaries in connection
with the transactions hereunder or with the execution, delivery, performance,
validity or enforceability of the Transaction Documents to which such Seller is
a party. This Agreement and each other Transaction Document to which such Seller
is, or is to become, a party has been or will be, as applicable, duly executed
and delivered on behalf of such Seller. This Agreement and each other
Transaction Document to which such Seller is, or is to become, a party
constitutes or will constitute, as applicable, a legal, valid and binding
obligation of such Seller enforceable against such Seller in accordance with its
terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting
creditors' rights generally, general equitable principles (whether considered in
a proceeding in equity or at law) and an implied covenant of good faith and fair
dealing.

           (f) No Legal Bar. The execution, delivery and performance of the
Transaction Documents and transactions contemplated hereunder will not violate
any Requirement of Law or Contractual Obligation of such Seller or of any of its
Subsidiaries which could reasonably be expected to have a Seller Material
Adverse Effect and will not result in, or require, the creation

                                        7
<PAGE>

or imposition of any Lien (except for any Lien permitted by or created pursuant
to any of the Transaction Documents) on any of its or their respective
properties or revenues pursuant to any such Requirement of Law or Contractual
Obligation which could reasonably be expected to have a Material Adverse Effect.

           (g) No Material Litigation. Except as disclosed in BSX's Form 10-K
dated December 31, 2001 or BSX's Form 10-Q dated March 31, 2002 or, if later and
prior to the Initial Closing Date, the date of BSX's most recent publicly
available Form 10-Q, no litigation, investigation or proceeding of or before any
arbitrator or Governmental Authority is pending or, to the knowledge of such
Seller, threatened by or against such Seller or any of its Subsidiaries or
against any of its or its respective properties or revenues (a) with respect to
any of the Transaction Documents or any of the transactions contemplated hereby,
or (b) which could reasonably be expected to have a Seller Material Adverse
Effect.

           (h) No Default. Neither such Seller nor any of its Subsidiaries is in
default under or with respect to any of its Contractual Obligations in excess of
$100,000,000. No Unmatured Amortization Event or Amortization Event has occurred
and is continuing.

           (i) Intentionally Omitted.

           (j) Taxes. Each of such Seller and its Subsidiaries has filed or
caused to be filed all tax returns which, to the knowledge of such Seller, are
required to be filed and has paid all taxes shown to be due and payable on said
returns or on any assessments made against it (other than any the amount or
validity of which are currently being contested in good faith by appropriate
proceedings and with respect to which reserves in conformity with GAAP have been
provided on the books of such Seller or its Subsidiaries, as the case may be),
except to the extent that the failure to do so could not reasonably be expected
to result in a Seller Material Adverse Effect.

           (k) Federal Regulations. The use of all funds obtained by such Seller
under this Agreement or any other Transaction Document to which it is a party
will not violate Regulation U of the Board of Governors of the Federal Reserve
System as now and from time to time hereafter in effect.

           (l) ERISA. Neither a Reportable Event nor an "accumulated funding
deficiency" (within the meaning of Section 412 of the Code or Section 302 of
ERISA) has occurred during the five-year period prior to the date on which this
representation is made or deemed made with respect to any Plan other than a
Multiemployer Plan, and each Plan has complied in all material respects with the
applicable provisions of ERISA and the Code, where the liability which could be
reasonably expected to result could have a Seller Material Adverse Effect;
provided, however, that with respect to any Multiemployer Plan, such
representation is made only to the knowledge of such Seller. No termination of a
Single Employer Plan pursuant to Section 4041(c) or 4042 of ERISA has occurred,
and no Lien in favor of the PBGC or a Plan has arisen, during such five-year
period. The present value of all accrued benefits under each Single Employer
Plan (based on those assumptions used to fund such Plans) did not, as of the
last annual valuation date prior to the date on which this representation is
made or deemed made, exceed the value of the assets of such Plan allocable to
such accrued benefits by a material amount. Neither such Seller nor

                                        8
<PAGE>

any Commonly Controlled Entity has had a complete or partial withdrawal from any
Multiemployer Plan and to the knowledge of such Seller, neither such Seller nor
any Commonly Controlled Entity would become subject to any liability under ERISA
if such Seller or any such Commonly Controlled Entity were to withdraw
completely from all Multiemployer Plans as of the valuation date most closely
preceding the date on which this representation is made or deemed made which
liability could be reasonably expected to result could have a Seller Material
Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent.

           (m) Investment Company Act; Other Regulations. Such Seller is not an
"investment company", or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940, as amended. Such
Seller is not subject to regulation under any Federal or State statute or
regulation (other than Regulation X of the Board) which limits its ability to
incur Indebtedness.

           (n) Disclosure. The statements and information contained herein and
in any of the information provided to the Agents or the Lenders (other than
financial projections) in connection with this Agreement, taken as a whole, do
not contain any untrue statement of any material fact, or omit to state a fact
necessary in order to make such statements or information not misleading in any
material respect, in each case in light of the circumstances under which such
statements were made or information provided as of the date so provided. Each
Purchase Report delivered by such Seller pursuant to this Agreement was true and
accurate in every material respect on the date specified in such report and did
not contain any material misstatement of fact or omit to state a material fact
or any fact necessary to make the statements contained therein not misleading.

           (o) Valid and Perfected Security Interest. Each such Receivable
originated by such Seller has been transferred to the Buyer free and clear of
any Lien except as created hereby or by the other Transaction Documents. Without
limiting the foregoing, such Seller has delivered to the Administrative Agent
(as the Buyer's assignee) in form suitable for filing all financing statements
or other similar instruments or documents necessary under the UCC of all
appropriate jurisdictions to perfect the Buyer's ownership interest in such
Receivable and the Administrative Agent's collateral assignment thereof. This
Agreement creates a valid security interest in each such Receivable and its
Related Security in favor of the Buyer, and, upon filing of the financing
statements described in the preceding sentence, together with UCC termination
statements delivered hereunder, such security interest will be a first priority
perfected security interest.

           (p) Nature of Receivables. Each Receivable constitutes an "Account"
as defined in the UCC in effect in the State of New York.

           (q) Title to Receivables and Quality of Title.

           (i) Upon issuance of its shares of capital stock to BSX (in the case
     of Initial Contributed Receivables and any Receivables that BSX, in its
     sole discretion, may elect to contribute thereafter) and payment of the
     applicable Purchase Price for each purchased Receivable in one or both of
     the manners permitted by this Agreement, the Buyer will have irrevocably
     obtained all legal and equitable title to such Receivable and its Related

                                        9
<PAGE>

     Security (other than any Related Asset constituting a Contract that
     contains a prohibition on assignment, in which case the Buyer has obtained
     a valid and perfected first priority perfected security interest in the
     applicable Seller's right to receive payments thereunder to the extent
     contemplated by Section 9-406 of the UCC of the applicable jurisdiction),
     and the Buyer has the legal right to sell and encumber, each such
     Receivable and its Related Security. Without limiting the foregoing, there
     have been duly filed all financing statements or other similar instruments
     or documents necessary under the UCC of all appropriate jurisdictions to
     perfect the Buyer's ownership interest in such Receivable.

           (ii) No financing statement or other instrument similar in effect
     covering any portion of the Collateral is on file in any recording office
     except such as may be filed (A) in favor of a Seller in accordance with the
     Contracts, (B) in favor of the Buyer and its assigns in connection with
     this Agreement, (C) in favor of the Administrative Agent in accordance with
     the Credit and Security Agreement, (D) in connection with any Lien arising
     solely as the result of any action taken by the Administrative Agent or one
     of the Secured Parties, or (E) which shall be terminated or amended
     pursuant to the UCC termination statements or amendments delivered
     hereunder.

           (r) Offices. The chief executive office of such Seller is located at
the address set forth for it on Schedule 2.1(r) hereto or its Joinder Agreement,
as applicable, and the offices where such Seller keep all books, records and
documents evidencing the Receivables originated by it (other than books, records
and documents that are stored off-site with respect to Receivables which are no
longer outstanding or which have been written-off), the related material
Contracts and all purchase orders and other agreements related to such
Receivables are located at the addresses specified in Schedule 2.1(r) hereto or
its Joinder Agreement (or at such other locations, notified to the Buyer in
accordance with Section 4.3(g), in jurisdictions where all action required by
Section 4.3(g) has been taken and completed). As of the date hereof, such Seller
is a "registered organization" (within the meaning of Section 9-102 of the UCC
as in effect in its jurisdiction of organization). Since the date of this
Agreement, such Seller has not changed its jurisdiction of organization.

           (s) Collection Accounts. Such Seller has instructed all Obligors
thereon to pay all Collections either directly by mail addressed to a Lockbox
listed on Exhibit IV to the Credit and Security Agreement which is subject to a
Collection Account Agreement, or by wire transfer or other electronic funds
transfer directly to a Collection Account listed on Exhibit IV to the Credit and
Security Agreement which is subject to a Collection Account Agreement. The Buyer
will cause each of the Collection Accounts that is currently in the name of a
Seller to be transferred to it and into its own name within a reasonable period
of time after the initial Advance under the Credit and Security Agreement, and
each Seller agrees to cooperate fully with the Buyer in effecting such
transfers.

           (t) Eligible Receivables. Each Receivable originated by such Seller
that is included as an Eligible Receivable on any Purchase Report was an
Eligible Receivable on the date on which it was sold or contributed to the Buyer
pursuant hereto.

                                       10
<PAGE>

           (u) Names. Except as set forth on Schedule 2.1(r), since January 1,
1997, such Seller has not used any legal names, trade names or assumed names
other than the name in which it has executed this Agreement.

           (v) Credit and Collection Policy. With respect to the Receivables
originated by such Seller, such Seller has complied in all material respects
with its applicable Credit and Collection Policy, and no change has been made to
such Credit and Collection Policy since the date of this Agreement which would
be reasonably likely to materially and adversely affect the collectibility of
the Receivables originated by such Seller or decrease the credit quality of any
newly created Receivables originated by such Seller except for such changes as
to which each of the Agents has received the notice required under Section
7.1(a)(vii) of the Credit and Security Agreement and has given its prior written
consent thereto (which consent shall not be unreasonably withheld or delayed).

           (w) Payments to Sellers. With respect to each Receivable sold or
contributed to the Buyer by such Seller under this Agreement, the Buyer has
given reasonably equivalent value to such Seller in consideration for such
Receivable and the Related Security with respect thereto and no such transfer is
or may be voidable under any section of the Bankruptcy Reform Act of 1978 (11
U.S.C. ss.ss.101 et seq.), as amended.

           (x) Reliance on Separate Legal Identity. Such Seller is aware that
the Lenders, the Liquidity Banks and the Agents are entering into the
Transaction Documents in reliance upon the Buyer's identity as a legal entity
separate from such Seller and any of its other Affiliates.

                                  ARTICLE III.
                             CONDITIONS OF PURCHASES

           Section 3.1 Conditions Precedent to Initial Purchase. The initial
purchase from each Seller hereunder is subject to the conditions precedent that
(1) BSX shall have contributed the Initial Contributed Receivables and the
associated Related Security to the Buyer, and the Buyer shall have issued 100%
of its authorized outstanding Equity Interests to BSX, (2) the Buyer shall have
executed and delivered a Subordinated Note in favor of such Seller, and (3) the
Buyer shall have received, on or before such Seller's Applicable Closing Date,
the following, each (unless otherwise indicated) dated such Seller's Applicable
Closing Date, and each in form, substance and date reasonably satisfactory to
the Buyer and the Agents:

                     (a).......A copy of the resolutions of such Seller's board
of directors, board of managers, general partners or analogous Persons of such
Seller approving the Transaction Documents to be delivered by it and the
transactions contemplated hereby and thereby, certified by a Responsible Officer
of such Seller;

                     (b).......A good standing certificate for such Seller
issued as of a recent date by the Secretary of State of the state of its
formation;

                     (c).......A certificate of a Responsible Officer of such
Seller certifying the names and true signatures of the officers, partners,
managers or members authorized on such Seller's behalf to sign the Transaction
Documents to be delivered by it, on which certificate the Buyer and the Servicer
(if the Servicer is not such Seller) may conclusively rely until such time as
the

                                       11
<PAGE>

Buyer and the Servicer shall receive from such Seller a revised certificate
meeting the requirements of this subsection (c);

                     (d).......Recently certified copies of such Seller's
Organic Documents;

                     (e).......Copies of the proper financing statements (Form
UCC-1) that have been duly executed by such Seller, naming such Seller as
seller, the Buyer as the purchaser, and the Administrative Agent as assignee of
the Buyer, in each case, describing in reasonable detail the Receivables and the
Related Security to be sold by such Seller to the Buyer pursuant to this
Agreement or other similar instruments or documents, as may be necessary under
the UCC of all appropriate jurisdictions or any comparable law of all
appropriate jurisdictions to perfect the Buyer's ownership interest in such
Receivables and Related Security;

                     (f).......A written search report from a Person
satisfactory to the Servicer and the Administrative Agent listing all effective
UCC financing statements that name such Seller as debtor, seller or assignor and
that are filed in the jurisdictions in which filings were made pursuant to the
foregoing subsection (e), together with copies of such financing statements
(none of which, except for those described in the foregoing subsection (e) shall
cover any Receivable or any Related Asset related to any Receivable) which is to
be sold or contributed by such Seller to the Buyer hereunder, and tax and
judgment lien search reports from a Person satisfactory to the Servicer and the
Administrative Agent showing no evidence of such liens filed against such
personal property other than those liens for which UCC termination statements
have been delivered hereunder;

                     (g).......Evidence (i) of the execution and delivery by
each of the parties thereto of each of the other Transaction Documents to be
executed and delivered in connection herewith and (ii) that each of the
conditions precedent to the execution, delivery and effectiveness of such other
Transaction Documents has been satisfied to the Buyer's satisfaction;

                     (h).......An opinion of such Seller's counsel covering such
matters as Buyer or Administrative Agent (as Buyer's assignee) may reasonably
request; and

                     (i).......A certificate from an officer of such Seller to
the effect that the Servicer and such Seller have placed on the most recent, and
have taken all steps reasonably necessary to ensure that there shall be placed
on subsequent, summary aged trial balance reports the following legend (or the
substantive equivalent thereof):

                     "PROPERTY OF BOSTON SCIENTIFIC FUNDING CORPORATION"

           Section 3.2 Conditions Precedent to All Purchases (including the
Purchase from Each Seller on its Applicable Closing Date). Each purchase shall
be subject to the further conditions precedent that:

                     (a).......such Seller's Sale Termination Date shall not
have occurred;

                     (b).......the Buyer (or its assigns) shall have received
such other approvals, opinions or documents as it may reasonably request; and

                                       12
<PAGE>

                     (c).......on the date of such purchase, each of the
representations and warranties of such Seller set forth in Article II hereof are
true and correct in all material respects on and as of the date of such purchase
(and after giving effect thereto) as though made on and as of such date (and
shall be deemed to have been made on and as of such Date; except for
representations and warranties stated to refer to a specific earlier date, in
which case such representations and warranties are true and correct as of such
earlier date); provided, however, that the preceding materiality standard shall
not apply to those representations and warranties which themselves contain
materiality standards; and provided, further, that so long as each of the
Liquidity Banks remains a party to the BSX Credit Agreement, no Seller will be
required to "date-down" its representation in Section 2.1(b) or 2.1(g) hereof.

           Section 3.3 Reaffirmation of Representations and Warranties. Subject
to the proviso in Section 3.2(c) above, each Seller, by accepting the Purchase
Price related to each purchase of such Seller's Receivables and Related
Security, shall be deemed to have certified that the representations and
warranties of such Seller contained in Article II are true and correct as to
such Seller on and as of the day of such purchase, with the same effect as
though made on and as of such day.

                                   ARTICLE IV.
                                    COVENANTS

           Section 4.1 Affirmative Covenants. From each Seller's Applicable
Closing Date until the later of the Final Payout Date or the cessation of the
purchases of the Buyer hereunder, unless the Buyer and the Agents shall
otherwise consent in writing each Seller will:

                     (a) Conduct of Business and Maintenance of Existence. (i)
Continue to engage in business of the same general type as conducted by it on
the Initial Closing Date, (ii) preserve, renew and keep in full force and effect
its corporate existence and (except as could not in the aggregate reasonably be
expected to have a Seller Material Adverse Effect), (iii) take all reasonable
action to maintain all rights, privileges and franchises necessary or desirable
in the normal conduct of its business (except as could not be reasonably
expected to have a Seller Material Adverse Effect) and (iv) comply with all
Contractual Obligations and Requirements of Law except to the extent that
failure to comply therewith could not, in the aggregate, be reasonably expected
to have a Seller Material Adverse Effect.

                     (b) Audits. Such Seller will, subject to compliance with
all Contractual Obligations and Requirements of Law: (i) at any time and from
time to time upon not less than ten (10) Business Days' notice (unless an or
Amortization Event has occurred and is continuing, in which case, not more than
one (1) Business Day's notice shall be required) during regular business hours,
permit the Buyer, the Agents or any of their agents or representatives: (A) to
examine and make copies of and abstracts from all Records, Contracts and
Invoices in the possession or under the control of such Seller, and (B) to visit
the offices and properties of such Seller for the purpose of examining such
Records, Contracts and Invoices and to discuss matters relating to Receivables
or such Seller's performance hereunder with any of the officers or employees of
such Seller having knowledge of such matters; and (ii) without limiting the
provisions of clause (i) above, from time to time, at the expense of such
Seller, permit certified public accountants or auditors acceptable to the Agents
to conduct a review of such Seller's

                                       13
<PAGE>

Contracts, Invoices and Records (each, a "Review"); provided, however, that, so
long as no Amortization Event has occurred and is continuing, such Seller will
only be responsible for the costs and expenses of one (1) such Review under this
Section in any one calendar year unless (1) the first such Review in such
calendar year resulted in negative findings (in which case such Seller will be
responsible for the costs and expenses of two (2) such Reviews in such calendar
year), or (2) the Buyer delivers an Extension Request under the Credit and
Security Agreement and the applicable Response Date is more than 3 calendar
months after the first Review in such calendar year. Notwithstanding the
foregoing, if (1) such Seller requests the approval of a new Eligible Originator
who is a Material Proposed Addition or (2) any Material Acquisition is
consummated by such Seller, such Seller will be responsible for the costs and
expenses of one additional Review per proposed Material Proposed Addition or per
Material Acquisition in the calendar year in which such Material Proposed
Addition is expected to occur or such Material Acquisition is expected to be
consummated if such additional Review is requested by the Buyer or any of the
Agents.

                     (c) Keeping of Records and Books of Account. Such Seller
will maintain and implement administrative and operating procedures (including,
without limitation, an ability to recreate essential Records evidencing the
Receivables originated by such Seller in the event of the destruction of the
originals thereof and backing up on at least a daily basis on a separate
computer from which electronic file copies can be readily produced), and keep
and maintain, all Contracts, Records and other information necessary or
reasonably advisable for the collection of all such Receivables (including,
without limitation, Records adequate to permit the identification as of any
Business Day when required of Outstanding Balances by Obligor and related debit
and credit details of the Receivables).

                     (d) Performance and Compliance with Receivables and
Contracts. Such Seller will, at its expense, timely and fully perform and comply
with all provisions, covenants and other promises, if any, required to be
observed by it under the Contracts and/or Invoices related to the Receivables
originated by such Seller and all agreements related to such Receivables except
for such failures to fully perform and comply as would not, individually or in
the aggregate, have a Seller Material Adverse Effect.

                     (e) Location of Records. Such Seller will keep its Records
and material Contracts (and, to the extent that any of the foregoing constitute
instruments, chattel paper or negotiable documents, all originals thereof), at
its addresses referred to in Schedule 2.1(r) hereto, or, upon 30 days' prior
written notice to the Agents, at such other locations in jurisdictions where all
action required by Section 4.3(g) (if any) shall have been taken and completed.

                     (f) Credit and Collection Policies. Such Seller will timely
and fully comply with its Credit and Collection Policy in regard to the
Receivables originated by it.

                     (g) Separate Corporate Existence of the Buyer. Each Seller
will take such actions as shall be required in order to maintain the separate
identity of the Buyer separate and apart from such Seller and its other
Affiliates, including those actions set forth in Section 7.1(l) of the Credit
and Security Agreement.

                                       14
<PAGE>

                     (h) Collections. Such Seller will instruct all Obligors
thereon to pay all Collections either directly by mail addressed to a Lockbox
listed on Exhibit IV to the Credit and Security Agreement which is subject to a
Collection Account Agreement, or by wire transfer or other electronic funds
transfer directly to a Collection Account listed on Exhibit IV to the Credit and
Security Agreement which is subject to a Collection Account Agreement. Such
Seller will cooperate fully with the Buyer in transferring each of the
Collection Accounts to the Buyer and, to the extent that such Collection Account
is not already in the Buyer's name, into the Buyer's name within a reasonable
period of time after the initial Advance under the Credit and Security
Agreement.

                     (i) Further Assurances. Such Seller will take all necessary
action to establish and maintain in favor of the Buyer, a valid and perfected
ownership interest in the Receivables and Related Security.

           Section 4.2 Reporting Requirements. From such Seller's Applicable
Closing Date until the later of the Final Payout Date or the cessation of the
purchases of the Buyer hereunder, such Seller will furnish to the Buyer and the
Agents:

                     (a) Financial Statements.

                     (i) as soon as available, but in any event within 110 days
           after the end of each fiscal year of BSX, a copy of the consolidated
           balance sheet of BSX and its consolidated Subsidiaries as at the end
           of such year and the related consolidated statements of operations
           and stockholders' equity and of cash flows for such year, setting
           forth in each case in comparative form the figures for the previous
           year, reported on without a "going concern" or like qualification or
           exception, or qualification arising out of the scope of the audit, by
           Ernst & Young LLP or other independent certified public accountants
           of nationally recognized standing;

                     (ii) as soon as available, but in any event not later than
           60 days after the end of each of the first three quarterly periods of
           each fiscal year of BSX, the unaudited consolidated balance sheet of
           BSX and its consolidated Subsidiaries as at the end of such quarter
           and the related unaudited consolidated statements of operations for
           such quarter and the portion of the fiscal year through the end of
           such quarter and of cash flows of BSX and its consolidated
           Subsidiaries for the portion of the fiscal year through the end of
           such quarter, setting forth in each case in comparative form the
           figures for the previous year, certified by a Responsible Officer as
           being fairly stated in all material respects (subject to normal
           year-end audit adjustments); and

                     (iii) all such financial statements shall be complete and
           correct in all material respects and shall be prepared in reasonable
           detail and in accordance with GAAP applied consistently throughout
           the periods reflected therein and with prior periods (except as
           approved by such accountants or officer, as the case may be, and
           disclosed therein); provided that it is hereby acknowledged that the
           quarterly financial statements delivered pursuant to paragraph (b)
           above may not include all of the information and footnotes required
           by GAAP for complete annual financial statements.

                                       15
<PAGE>

Any financial statement required to be furnished pursuant to this Section 4.2(a)
shall be deemed to have been furnished on the date on which the Lenders receive
notice that BSX has posted such financial statement on the Intralinks website on
the Internet at www.intralinks.com; provided that BSX shall give notice of any
such posting to the Administrative Agent (who shall then give notice of any such
posting to the Lenders). Notwithstanding the foregoing, BSX shall deliver paper
copies of any financial statement referred to in this Section 4.2(a) to the
Administrative Agent if the Administrative Agent or any Lender requests BSX to
furnish such paper copies until written notice to cease delivering such paper
copies is given by the Administrative Agent.

                     (b) Certificates; Other Information.

                     (i) Concurrently with the delivery of the financial
           statements referred to in Section 4.2(a), a certificate of a
           Responsible Officer of BSX stating that such Responsible Officer has
           obtained no knowledge of any Unmatured Amortization Event or
           Amortization Event that has occurred and is continuing except as
           specified in such certificate;

                     (ii) Within ten days after the same are sent, copies of all
           financial statements and reports which BSX sends to its stockholders,
           and within five days after the same are filed, copies of all
           financial statements and reports which BSX may make to, or file with,
           the Securities and Exchange Commission or any successor or analogous
           Governmental Authority, and promptly after the same are issued,
           copies of all press releases issued by BSX, or advise that such
           filings have been made; and

                     (iii) Promptly, such additional financial and other
           information as any Lender may from time to time reasonably request.

                     (c) Proceedings. As soon as possible and in any event
within five Business Days after any Authorized Officer of such Seller obtains
knowledge thereof, notice of (i) any litigation, investigation or proceeding
which may exist at any time which would reasonably be expected to have a Seller
Material Adverse Effect and (ii) any development in previously disclosed
litigation which development would reasonably be expected to have a Seller
Material Adverse Effect;

                     (d) Change in Business or Credit and Collection Policy.
Prompt written notice of any material change in the character of such Seller's
business prior to the occurrence of such change, and not less than 30 days'
prior written notice of any material change in such Seller's Credit and
Collection Policy (together with a copy of such proposed change);

                     (e) Sale Termination Date. Prompt written notice of the
Sale Termination Date; and

                     (f) Other. Promptly, from time to time, such other
information, documents, records or reports respecting the Receivables originated
by such Seller, the condition, operations, financial or otherwise, of such
Seller or such Seller's performance hereunder that the Buyer or any of the
Agents may from time to time reasonably request in order to protect the
interests of the Buyer and the Administrative Agent, on behalf of the Secured
Parties, under or as contemplated by the Transaction Documents.

                                       16
<PAGE>

                     (g) Taxes. Such Seller will file all tax returns and
reports required by law to be filed by it and will promptly pay all taxes and
governmental charges at any time owing, except any such taxes which are not yet
delinquent or are being diligently contested in good faith by appropriate
proceedings and for which adequate reserves in accordance with GAAP shall have
been set aside on its books. Each Seller will pay when due any taxes payable in
connection with the Receivables, exclusive of taxes on or measured by income or
gross receipts of any Agent or any Lender.

           Section 4.3 Negative Covenants. From such Seller's Applicable Closing
Date until the later of the Final Payout Date or the cessation of the purchases
of the Buyer hereunder, unless the Buyer and the Agents shall otherwise consent
in writing, such Seller will not:

                     (a) Sales, Liens, Etc. (i) Except as otherwise provided
herein and in the other Transaction Documents, sell, assign (by operation of law
or otherwise) or otherwise dispose of, or create or suffer to exist any Lien
upon or with respect to, any Receivables originated by it, or any account to
which any Collections are sent, or any right to receive income or proceeds from
or in respect of any of the foregoing (except, prior to the execution of
Collection Agreements, set-off rights of any bank at which any such account is
maintained), or (ii) assert any interest in the Receivables, except as Servicer
(or a designated sub-servicer for the Servicer).

                     (b) Extension or Amendment of Receivables. Except as
permitted in the Credit and Collection Policy, extend, amend or otherwise modify
the terms of any Receivable originated by it, or amend, modify or waive any term
or condition of any Contract or Invoice related thereto in any way that
adversely affects the collectibility of the Receivables originated by such
Originator, taken as a whole, or any material part thereof, or the Buyer's
rights therein.

                     (c) Change in Business or Credit and Collection Policy.
Make or permit to be made any change in the character of its business or in the
Credit and Collection Policy, which change would, in either case, impair the
collectibility of any significant portion of the Receivables originated by it or
otherwise materially and adversely affect the interests or remedies of the Buyer
and its assigns under this Agreement or any other Transaction Document.

                     (d) Change in Payment Instructions to Obligors. Add or
terminate any bank as a Collection Bank from those listed in Exhibit IV to the
Credit and Security Agreement or, after the Collection Account has been
established, make any change in its instructions to Obligors regarding payments
to be made to the Buyer or the Servicer or payments to be made to any Collection
Bank (except for a change in instructions solely for the purpose of directing
Obligors to make such payments to another existing Collection Bank and where
such change is immaterial and does not adversely affect the interests of the
Administrative Agent, on behalf of the Lenders, in any respect), unless (i) the
Agents shall have received prior written notice of such addition, termination or
change and (ii) the Administrative Agent shall have received duly executed
copies of Collection Agreements in a form reasonably acceptable to the Agents
with each new Collection Bank.

                     (e) Deposits to Collection Accounts. Deposit or authorize
the deposit to any Collection Account of any cash or cash proceeds other than
Collections of Receivables.

                                       17
<PAGE>

                     (f) Changes to Other Documents. Enter into any amendment or
modification of, or supplement to (i) such Seller's Organic Documents which
could reasonably be expected to be materially adverse to the Buyer, (ii) this
Agreement, or (iii) the Subordinated Notes.

                     (g) Name Change, Offices, Records and Books of Accounts.
Change its name, identity, jurisdiction of organization or corporate structure
(within the meaning of Sections 9-503 and/or 9-507 of the UCC of all applicable
jurisdictions) or relocate its chief executive office, principal place of
business or any office where Records are kept unless it shall have: (i) given
Buyer and the Agents at least forty-five (45) days' prior written notice thereof
and (ii) delivered to the Administrative Agent all financing statements,
instruments and other documents requested by Buyer or any of the Agents in
connection with such change or relocation..

                     (h) Mergers, Consolidations and Acquisitions. Enter into
any merger, consolidation or amalgamation, or liquidate, wind up or dissolve
itself (or suffer any liquidation or dissolution), or convey, sell, lease,
assign, transfer or otherwise dispose of, all or substantially all of its
property, business or assets, except:

                     (i) any Subsidiary of any Seller may be merged or
           consolidated with or into such Seller (provided that such Seller
           shall be the continuing or surviving corporation) or with or into any
           one or more wholly owned Subsidiaries of such Seller (provided that
           the wholly owned Subsidiary or Subsidiaries shall be the continuing
           or surviving corporation);

                     (ii) any Seller or any wholly owned Subsidiary of such
           Seller may sell, lease, transfer or otherwise dispose of any or all
           of its assets (upon voluntary liquidation or otherwise) to such
           Seller or any other wholly owned Subsidiary, and, so long as no
           Unmatured Amortization Event or Amortization Event shall have
           occurred and be continuing or would occur as a result thereof, such
           Seller or any Subsidiary of the Seller may sell, lease, transfer or
           otherwise dispose of any or all of its assets (upon voluntary
           liquidation or otherwise) to any non-wholly owned Subsidiary of such
           Seller for fair market value;

                     (iii) any non-wholly owned Subsidiary of any Seller may
           sell, lease, transfer or otherwise dispose of any or all of its
           assets (upon voluntary liquidation or otherwise) to such Seller or
           any wholly owned Subsidiary of such Seller for fair market value or
           may sell, lease, transfer or otherwise dispose of any or all of its
           assets (upon voluntary liquidation or otherwise) to any other
           non-wholly owned Subsidiary of such Seller; and

                     (iv) any Seller or any Subsidiary of such Seller may be
           merged or consolidated with or into another Person; provided that
           such Seller or such Subsidiary shall be the continuing or surviving
           corporation and no Unmatured Amortization Event or Amortization Event
           shall have occurred and be continuing or would occur as a result
           thereof (and, in the case of any such transaction involving a
           Subsidiary, such Subsidiary shall continue to be a Subsidiary or the
           Seller shall have received fair market value therefor as determined
           by the Board of Directors of the Seller); and provided further that
           the Seller may not be merged or consolidated with or into any
           Subsidiary,

                                       18
<PAGE>

                     provided that, in each of the foregoing cases:

                     (A) in the case of any consolidation or merger in which the
successor or surviving entity is not a Seller, the Agents and the Buyer receive
prior written notice of such consolidation or merger, and the successor or
surviving entity (if not a Seller) unconditionally assumes such Seller's (or
Sellers') respective obligations under the Transaction Documents to which it is
(or they are) a party immediately prior to giving effect to such consolidation
or merger;

                     (B) all UCC financing statements necessary to maintain the
validity and perfection of the Buyer's ownership interest in the Receivables and
Related Security acquired or to be acquired from such Seller or Sellers under
this Agreement, and the Administrative Agent's security interest therein on
behalf of the Secured Parties, have been duly executed and filed in all
necessary jurisdictions; and

                     (C) if the surviving entity in such transaction(s) is not
an existing Seller under this Agreement, all other documents required to be
delivered in connection with a Joinder Agreement hereunder have been duly
executed and delivered substantially contemporaneously with such transaction(s).

                     (i) Disposition of Receivables and Related Security. Except
pursuant to this Agreement, sell, lease, transfer, assign or otherwise dispose
of (in one transaction or in a series of transactions) any Receivables and
Related Security.

                     (j) Receivables Not to be Evidenced by Promissory Notes.
Take any action to cause or permit any Receivable generated by it to become
evidenced by any "instrument" (as defined in the applicable UCC), except in
connection with the collection of overdue Receivables, provided that the
original of any such instrument is delivered to the Buyer for immediate delivery
to the Administrative Agent, duly endorsed.

                     (k) Accounting for Purchases. Account for the transactions
contemplated hereby in any manner other than as a sale or contribution of
Receivables and the Related Security by such Seller to the Buyer.

                                   ARTICLE V.
                          JOINDER OF ADDITIONAL SELLERS

           Section 5.1 Addition of New Sellers. From time to time upon not less
than 60 days' prior written notice to the Buyer and the Agents (or such shorter
period of time as the Agents may mutually agree upon), BSX may propose that one
or more of its existing or hereafter acquired wholly-owned Subsidiaries become a
Seller hereunder. No such addition shall become effective (a) if such addition
constitutes a Material Proposed Addition, without the written consent of each of
the Agents and each of the rating agencies who is then rating Commercial Paper
of Blue Ridge or Victory but may become effective prior to such 60th day if such
written consent is given more promptly and (b) unless all conditions precedent
to such addition required by Section 5.2 below are satisfied prior to such
date).

           Section 5.2 Documentation. In the event that the Buyer and the Agents
consent to the addition of a New Seller, such New Seller will execute a Joinder
Agreement and shall deliver

                                       19
<PAGE>

each of the documents, certificates and opinions required to be delivered under
Section 3.1, together with such updated schedules and exhibits hereto as may be
necessary to ensure that after giving effect to the addition of such New Seller,
each of the representations and warranties of such New Seller under Article II
hereof will be true and correct as of such New Seller's Closing Date, and the
Buyer will deliver a Subordinated Note to such New Seller.

                                  ARTICLE VI.
                      ADDITIONAL RIGHTS AND OBLIGATIONS IN
                           RESPECT OF THE RECEIVABLES

           Section 6.1 Rights of the Buyer. Each Seller hereby authorizes the
Buyer and the Servicer (if other than such Seller) or their respective designees
to take any and all steps in such Seller's name necessary or desirable, in their
respective determination, to collect all amounts due under any and all
Receivables, including, without limitation, endorsing such Seller's name on
checks and other instruments representing Collections and enforcing such
Receivables, the Invoices and the provisions of the related Contracts that
concern payment and/or enforcement of rights to payment.

           Section 6.2 Responsibilities of the Sellers. Anything herein to the
contrary notwithstanding:

                     (a) Collection Procedures. Each Seller agrees to direct all
Obligors to make payments of such Seller's Receivables directly to a Collection
Account that is the subject of a Collection Account Agreement at a Collection
Bank. Each Seller further agrees to transfer any Collections (including any
security deposits applied to the Outstanding Balance of any Receivable) that it
receives on such Receivables directly to the Servicer (if other than such
Seller) within one (1) Business Day after receipt thereof, and agrees that all
such Collections shall be deemed to be received in trust for the Buyer; provided
that, to the extent permitted pursuant to Section 1.3, each Seller may retain
such Collections as a portion of the Purchase Price then payable to it or apply
such Collections to the reduction of the outstanding balance of its Subordinated
Note.

                     (b) Servicing. BSX shall be responsible for the servicing,
administration and collection of the Receivables, all on the terms set out in
(and subject to any rights to terminate BSX as Servicer pursuant to) the Credit
and Security Agreement.

                     (c) Power of Attorney. Each Seller hereby grants to
Servicer (if other than such Seller) an irrevocable power of attorney, with full
power of substitution, coupled with an interest, to take in the name of such
Seller all steps which are necessary or advisable to endorse, negotiate,
enforce, or otherwise realize on any writing or other right of any kind held or
transmitted by such Seller or transmitted or received by such Seller in
connection with any Receivable or under the Related Security (including the
Records).

                     (d) Performance under Contracts. Each Seller will perform
all of its obligations under the Contracts generated by it to the same extent as
if the Receivables had not been sold or contributed, as applicable, hereunder
and the exercise by Buyer, Servicer, any of the Agents or

                                       20
<PAGE>

any designee of the foregoing of its rights hereunder or under the Credit and
Security Agreement shall not relieve such Seller from such obligations.

           Section 6.3 Further Action Evidencing Purchases. (a) Each Seller
agrees that from time to time, at its expense, it will promptly execute and
deliver all further instruments and documents, and take all further action that
the Buyer may reasonably request in order to perfect, protect or more fully
evidence the Buyer's ownership of the Receivables generated by such Seller (and
the Related Security) purchased by the Buyer hereunder, or to enable the Buyer
to exercise or enforce any of its rights hereunder or under any other
Transaction Document. Without limiting the generality of the foregoing, upon the
request of the Buyer, each Seller will:

                     (i) ......Execute and file such financing or continuation
statements, or amendments thereto or assignments thereof, and such other
instruments or notices, as may be necessary or appropriate; and

                     (ii)......Mark the summary aged trial balance report with
the legend set forth in Section 3.1(i).

                     (b) ......Each Seller hereby authorizes the Buyer or its
designee to file one or more financing or continuation statements, and
amendments thereto and assignment thereof, relative to all or any of the
Receivables (and the Related Security) now existing or hereafter sold by such
Seller. If such Seller fails to perform any of its agreements or obligations
under this Agreement, the Buyer or its designee may (but shall not be required
to) itself perform, or cause performance of, such agreement or obligation, and
the expenses of the Buyer or its designee incurred in connection therewith shall
be payable by such Seller.

                     (c) ......Without limiting the generality of the foregoing,
each Seller will, not earlier than six months and not later than three months
prior to the fifth anniversary of the date of filing of the financing statements
filed in connection with its Applicable Closing Date or any other financing
statement filed pursuant to this Agreement, if the Final Payout Date shall not
have occurred: (i) execute (if required) and deliver and file or cause to be
filed appropriate continuation statements; and (ii) deliver or cause to be
delivered to Agent an opinion of Shearman & Sterling (or other counsel for such
Seller reasonably satisfactory to Buyer), in form and substance reasonably
satisfactory to Buyer, confirming and updating the opinion delivered in
connection with such Applicable Closing Date relating to the validity,
perfection and priority of Buyer's interests in the Receivables.

           Section 6.4 Application of Collections. Except as otherwise specified
by such Obligor or required by the underlying Contract or law: any payment by an
Obligor in respect of any indebtedness owed by it to such Seller or to the Buyer
shall be applied first, as a Collection of any Receivable or Receivables then
outstanding of such Obligor in the order of the age of such Receivables,
starting with the oldest of such Receivables (unless another reasonable basis
for allocation of such payments to the Receivables of such Obligor exists), and
second, to any other indebtedness of such Obligor.

                                       21
<PAGE>

                                  ARTICLE VII.
                                 INDEMNIFICATION

           Section 7.1 Indemnities by the Sellers. Without limiting any other
rights which any such Person may have hereunder or under applicable law, each of
the Sellers hereby agrees to indemnify the Buyer, its assigns, and each of their
respective Affiliates, and all successors, transferees, participants and assigns
and all officers, directors, shareholders, controlling persons, employees and
agents (each, a "Seller Indemnified Party"), forthwith on demand, from and
against any and all damages, taxes, losses, claims, liabilities and reasonable
related out-of-pocket costs and expenses, including reasonable attorneys' fees
and disbursements (all of the foregoing being collectively referred to as
"Seller Indemnified Amounts") awarded against or incurred by any of them arising
out of or relating to this Agreement, any of the other Transaction Documents to
which such Seller is a party, the Receivables and Related Security, and/or the
actions of such Seller, excluding, however, (i) Seller Indemnified Amounts to
the extent determined by a court of competent jurisdiction to have resulted from
bad faith, gross negligence or willful misconduct on the part of such Seller
Indemnified Party, (ii) taxes imposed by the jurisdiction in which such Seller
Indemnified Party's principal executive office is located, on or measured by the
overall net income of such Seller Indemnified Party; and (iii) recourse (except
as otherwise specifically provided in this Agreement) for Seller Indemnified
Amounts to the extent the same includes losses in respect of Receivables that
were Eligible Receivables on the date such Receivables were purchased by Buyer
hereunder but which prove to be uncollectible on account of the insolvency,
bankruptcy or lack of creditworthiness of the related Obligor. Without limiting
the foregoing, each of the Sellers shall indemnify each Seller Indemnified Party
for Seller Indemnified Amounts arising out of or relating to:

                     (A) the creation of any Lien on, or transfer by such Seller
           of any interest in, its Receivables and Related Security other than
           (1) the sales and contributions of Receivables and Related Security
           pursuant hereto, and (2) the Lien granted by the Buyer pursuant to
           the Credit and Security Agreement;

                     (B) any representation or warranty made by such Seller (or
           any of its officers) under or in connection with any Transaction
           Document or any Purchase Report delivered by (or on behalf of) such
           Seller pursuant hereto, which shall have been false, incorrect or
           misleading in any respect when made or deemed made or delivered, as
           the case may be (regardless of whether the breach of such
           representation or warranty is material);

                     (C) the failure by such Seller to comply with the terms of
           any Transaction Document or any applicable law, rule or regulation
           with respect to any of its Receivables or the related Contracts or
           Invoices, or the nonconformity of any of such Seller's Receivables or
           the related Contracts or Invoices with any such applicable law, rule
           or regulation;

                     (D) the failure to vest and maintain vested in the Buyer, a
           valid and perfected ownership interest in the Receivables and Related
           Security sold or contributed by such Seller hereunder, free and clear
           of any other Lien, other than a Lien arising solely as a result of
           the Buyer, now or at any time thereafter;

                                       22
<PAGE>

                     (E) [Intentionally Deleted];

                     (F) any dispute, claim, offset or defense of the Obligor to
           the payment of any Receivable originated by such Seller (including,
           without limitation, a defense based on such Receivable or the related
           Contract or Invoice not being a legal, valid and binding obligation
           of such Obligor enforceable against it in accordance with its terms),
           or any other claim resulting from the sale of the services related to
           such Receivable or the furnishing or failure to furnish such services
           (provided that this clause (F) shall not be applied to provide credit
           recourse in respect of the portion of the Outstanding Balance of any
           Receivable which has been discharged in the bankruptcy of the Obligor
           thereon);

                     (G) any matter described in Section 1.4;

                     (H) any failure of such Seller to perform its duties or
           obligations in accordance with the provisions of this Agreement or
           the other Transaction Documents to which it is a party;

                     (I) any claim relating to a breach by such Seller of any
           related Contract or Invoice with respect to any Receivable;

                     (J) any sales or use tax payable in connection with the
           transactions giving rise to any Receivable originated by such Seller,
           and any documentary stamp taxes or recording taxes associated with
           the perfection of the Buyer's ownership in the Receivables and
           Related Security;

                     (K) the commingling by such Seller of Collections of
           Receivables at any time with other funds;

                     (L) any investigation, litigation or proceeding related to
           or arising from this Agreement or any other Transaction Document to
           which such Seller is a party, the transactions contemplated hereby or
           thereby, the use of the proceeds of any sale, the Buyer's ownership
           interest in the Receivables and Related Security originated by such
           Seller or any other investigation, litigation or proceeding relating
           to such Seller or the Receivables and Related Security originated by
           it in which any Seller Indemnified Party becomes involved as a result
           of any of the transactions contemplated hereby or thereby;

                     (M) any products or professional liability, personal injury
           or damage suit, or other similar claim arising out of or in
           connection with merchandise, insurance or services that are the
           subject of any Contract or Invoice or any Receivable originated by
           such Seller;

                     (N) any inability to litigate any claim against any Obligor
           in respect of any Receivable originated by such Seller as a result of
           such Obligor being immune from civil and commercial law and suit on
           the grounds of sovereignty or otherwise from any legal action, suit
           or proceeding; or

                                       23
<PAGE>

                     (O) the occurrence of any Event of Bankruptcy with respect
           to such Seller or BSX.

In addition to BSX's obligations under the foregoing indemnity with respect to
itself as a Seller and the Receivables originated by it, BSX hereby agrees to be
jointly and severally liable with each other Seller for such other Seller's
indemnity obligations set forth above.

           Section 7.2 Contribution. If for any reason the indemnification
provided above in Section 7.1 is unavailable to a Seller Indemnified Party or is
insufficient to hold a Seller Indemnified Party harmless, then the applicable
Seller(s) shall contribute to the amount paid or payable by such Seller
Indemnified Party as a result of such loss, claim, damage or liability in such
proportion as is appropriate to reflect not only the relative benefits received
by such Seller Indemnified Party on the one hand and the applicable Seller(s) on
the other hand but also the relative fault of such Seller Indemnified Party as
well as any other relevant equitable considerations.

                                  ARTICLE VIII.
                                  MISCELLANEOUS

           Section 8.1 Waivers and Amendments. The provisions of this Agreement
may from time to time be amended, restated, otherwise modified or waived, if
such amendment, modification or waiver is in writing and consented to by each
Seller, the Buyer, the Agents and the Servicer (if the Servicer is not a
Seller); provided, however, that material amendments, modifications and waivers
may require the prior written consent of the nationally recognized rating
agencies who are then rating Commercial Paper of either Conduit. No failure or
delay on the part of the Buyer, the Servicer, any Seller or any third party
beneficiary in exercising any power or right hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such power or right
preclude any other or further exercise thereof or the exercise of any other
power or right. No notice to or demand on the Buyer, the Servicer or any Seller
in any case shall entitle it to any notice or demand in similar or other
circumstances. No waiver or approval by the Buyer or the Servicer under this
Agreement shall, except as may otherwise be stated in such waiver or approval,
be applicable to subsequent transactions. No waiver or approval under this
Agreement shall require any similar or dissimilar waiver or approval thereafter
to be granted hereunder.

           Section 8.2 Notices, Etc. All notices and other communications
provided for hereunder shall, unless otherwise stated herein, be in writing
(including facsimile communication) and shall be personally delivered or sent by
express mail or courier or by certified mail, postage-prepaid, or by facsimile,
to the intended party (a) in the case of any Seller, in care of BSX at the
address or facsimile number of the initial Servicer set forth on Schedule 14.2
of the Credit and Security Agreement, and (b) in the case of Buyer, at the
address or facsimile number of the Borrower set forth on Schedule 14.2 of the
Credit and Security Agreement, or at such other address or facsimile number as
shall be designated by such party in a written notice to the other parties
hereto. All such notices and communications shall be effective, (i) if
personally delivered or sent by express mail or courier or if sent by certified
mail, when received, and (ii) if transmitted by facsimile, when sent, receipt
confirmed by telephone or electronic means.

                                       24
<PAGE>

           Section 8.3 Cumulative Remedies. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law. No failure on the
part of Buyer or any Seller Indemnified Party to exercise, and no delay in
exercising, any right, power or remedy hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, power or remedy
hereunder preclude any other or further exercise thereof or the exercise of any
other right, power or remedy. The rights and remedies herein provided are
cumulative and not exclusive of any rights or remedies provided by law. Any
waiver of this Agreement shall be effective only in the specific instance and
for the specific purpose for which given. Without limiting the foregoing, each
of the Seller Indemnified Parties is hereby authorized at any time and from time
to time, to the fullest extent permitted by law, to set off and apply any and
all deposits (general or special, time or demand, provisional or final) at any
time held and other indebtedness at any time owing by such Seller Indemnified
Party to or for the credit to the account of any Seller, now or hereafter
existing under this Agreement, against any Seller Indemnified Amounts owing to
such Seller Indemnified Party hereunder.

           Section 8.4 Binding Effect; Assignability. This Agreement shall be
binding upon and inure to the benefit of the Buyer, each Seller and their
respective successors and permitted assigns. Except as permitted in Section
4.3(h), no Seller may assign its rights hereunder or any interest herein without
the prior written consent of the Buyer and each of the Agents; subject to
Section 8.11, the Buyer may not assign its rights hereunder or any interest
herein except to the Administrative Agent, in each of the foregoing cases,
without the prior written consent of each of the Sellers and the Agents. This
Agreement shall create and constitute the continuing obligations of the parties
hereto in accordance with its terms, and shall remain in full force and effect
as to each Seller until the date after such Seller's Sale Termination Date on
which such Seller has received indefeasible payment in full for all Receivables
and Related Security conveyed by it to the Buyer hereunder and shall have paid
and performed all of its obligations hereunder in full. The rights and remedies
with respect to any breach of any representation and warranty made by any Seller
pursuant to Article II and the indemnification and payment provisions of Article
VII and Section 8.6 shall be continuing and shall survive any termination of
this Agreement.

           Section 8.5 Governing Law. Each Transaction Document shall be
governed by, and construed in accordance with, the law of the State of New York,
without regard to the principles of conflicts of laws thereof OTHER THAN SECTION
5-1401 OF THE GENERAL OBLIGATIONS LAW (except in the case of the other
Transaction Documents, to the extent otherwise expressly stated therein) AND
EXCEPT TO THE EXTENT THAT THE PERFECTION OF THE OWNERSHIP INTERESTS OR SECURITY
INTERESTS OF THE BUYER OR THE ADMINISTRATIVE AGENT, ON BEHALF OF THE SECURED
PARTIES, IN ANY COLLATERAL IS GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN
THE STATE OF NEW YORK.

           Section 8.6 Costs, Expenses and Taxes. In addition to the obligations
of each Seller under Article VII, each of the Sellers agrees to pay on demand:

                                       25
<PAGE>

                     (a).......all reasonable costs and expenses, including
attorneys' fees, in connection with the enforcement against such Seller of this
Agreement and the other Transaction Documents executed by such Seller; and

                     (b).......all stamp duties and other similar filing or
recording taxes and fees payable or determined to be payable in connection with
the execution, delivery, filing and recording of this Agreement or the other
Transaction Documents, and agrees to indemnify each Seller Indemnified Party
against any liabilities with respect to or resulting from any delay in paying or
omission to pay such taxes and fees.

           Section 8.7 Submission to Jurisdiction. EACH PARTY HERETO HEREBY
IRREVOCABLY (a) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE
OR UNITED STATES FEDERAL COURT SITTING IN THE STATE OF NEW YORK, OVER ANY ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO ANY TRANSACTION DOCUMENT; (b) AGREES
THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN SUCH STATE OR UNITED STATES FEDERAL COURT; (c) WAIVES, TO THE
FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, THE DEFENSE OF AN
INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING; (d) CONSENTS
TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE
MAILING OF COPIES OF SUCH PROCESS TO SUCH PERSON AT ITS ADDRESS SPECIFIED IN
SECTION 8.2; AND (e) TO THE EXTENT ALLOWED BY LAW, AGREES THAT A FINAL JUDGMENT
IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN
OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY
LAW. NOTHING IN THIS SECTION 8.7 SHALL AFFECT BUYER'S RIGHT TO SERVE LEGAL
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING ANY ACTION OR
PROCEEDING AGAINST ANY SELLER OR ITS PROPERTY IN THE COURTS OF ANY OTHER
JURISDICTION.

           Section 8.8 Waiver of Jury Trial. EACH PARTY HERETO EXPRESSLY WAIVES
ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND
ANY RIGHTS UNDER THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR UNDER ANY
AMENDMENT, INSTRUMENT, JOINDER AGREEMENT OR DOCUMENT DELIVERED OR WHICH MAY IN
THE FUTURE BE DELIVERED BY IT OR ON ITS BEHALF IN CONNECTION HEREWITH OR ARISING
FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER
TRANSACTION DOCUMENT, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE
TRIED BEFORE A COURT AND NOT BEFORE A JURY.

           Section 8.9 Captions and Cross References; Incorporation by
Reference. The various captions (including, without limitation, the table of
contents) in this Agreement are included for convenience only and shall not
affect the meaning or interpretation of any provision of this Agreement.
References in this Agreement to any underscored Section or Exhibit are to such
Section or Exhibit of this Agreement, as the case may be. The Exhibits hereto
are hereby incorporated by reference into and made a part of this Agreement.

                                       26
<PAGE>

           Section 8.10 Execution in Counterparts. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.

           Section 8.11 Acknowledgment and Agreement. By execution below, each
Seller expressly acknowledges and agrees that all of the Buyer's rights, title,
and interests in, to, and under this Agreement shall be pledged and/or
collaterally assigned by the Buyer to the Administrative Agent for the benefit
of the Secured Parties pursuant to the Credit and Security Agreement (and the
Administrative Agent may further assign such rights in accordance with the
Credit and Security Agreement), and each Seller consents to such assignment.
Each of the parties hereto acknowledges and agrees that the Agents and the
Lenders are third party beneficiaries of the rights of the Buyer arising
hereunder and under the other Transaction Documents to which any Seller is a
party.

           Section 8.12 No Proceedings. Each Seller agrees that it shall not
institute against the Buyer or any Conduit, or join any other Person in
instituting against the Buyer or any Conduit, any insolvency proceeding (namely,
any proceeding of the type referred to in the definition of Event of Bankruptcy)
as long as there shall not have elapsed one year plus one day after the Final
Payout Date. The foregoing shall not limit any Seller's right to file any claim
in or otherwise take any action with respect to any insolvency proceeding that
was instituted by any Person other than a Seller.

           Section 8.13 Confidentiality. Each party hereto agrees to comply with
the confidentiality provisions of Section 14.5 of the Credit and Security
Agreement with the same force and effect as if it were a direct party thereto.

           Section 8.14 Loans by Buyer to Originator. Buyer may make Demand
Advances to BSX from time to time to the extent provided in, and in accordance
with the terms of, the Credit and Security Agreement.

           Section 8.15 No Recourse Against Other Parties. No recourse under any
obligation, covenant or agreement of any party contained in this Agreement shall
be had against any stockholder, employee, officer, director, incorporator or
organizer of such Party, provided, however, that nothing in this Section 8.15
shall relieve any of the foregoing Persons from any liability which such Person
may otherwise have for its gross negligence or willful misconduct.


                            [signature pages follow]


                                       27
<PAGE>

                     IN WITNESS WHEREOF, the parties have caused this Agreement
to be duly executed and delivered as of the date
first above written.


                               BOSTON SCIENTIFIC CORPORATION


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


                               Boston Scientific Funding Corporation



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







                                       28
<PAGE>

                                     ANNEX A
                                   DEFINITIONS

                     A. Incorporation of Credit and Security Agreement
Definitions. Unless otherwise defined herein, terms that are capitalized and
used in this Agreement are used as defined in the Credit and Security Agreement
described in the preamble to this Agreement.

                     B. Certain Defined Terms. The following terms have the
respective meanings indicated herein below:

                     "Applicable Closing Date" means (i) with respect to the
Original Seller, the Initial Closing Date, and (ii) with respect to each New
Seller, its New Seller Closing Date.

                     "Applicable Cut-Off Date" means (i) with respect to the
Original Seller, the Initial Cut-Off Date, (ii) with respect to each New Seller,
its New Seller Cut-Off Date, and (iii) with respect to all Sellers, each Cut-Off
Date after the applicable date in the preceding clause (i) or clause (ii).

                     "Available Funds" means, on any date of determination,
monies then held by or on behalf of the Buyer after deduction of (a) all
Obligations, if any, that are due and owing under the Credit and Security
Agreement, (b) all Servicer's Fees that are then due and owing, and (c) in the
Buyer's discretion, the accrued and unpaid portion of all current expenses of
the Buyer (whether or not then due and owing), in each of the foregoing cases,
whether or not the same have actually been paid as of the time of determination.

                     "Buyer" has the meaning set forth in the preamble.

                     "Collections" means, with respect to any Receivable, all
funds which are received from or on behalf of any related Obligor in payment of
any amounts owed (including, without limitation, purchase prices, finance
charges, interest and all other charges) in respect of such Receivable, or
applied to such amounts owed by such Obligor (including, without limitation,
payments that the Buyer, the applicable Seller or the Servicer receives from
third party payors and applies in the ordinary course of its business to amounts
owed in respect of such Receivable and net proceeds of sale or other disposition
of repossessed goods or other collateral or property of the Obligor or any other
party directly or indirectly liable for payment of such Receivable and available
to be applied thereon).

                     "Commonly Controlled Entity" means, an entity, whether or
not incorporated, which is under common control with a Seller within the meaning
of Section 4001 of ERISA or is part of a group which includes a Seller and which
is treated as a single employer under Section 414 of the Code.

                     "Contract" means, with respect to any Receivable, any
requisition, purchase order, agreement, contract, Invoice or other writing with
respect to the provision of services by a Seller to an Obligor.

                                       29
<PAGE>

                     "Contractual Obligation" means, as to any Person, any
provision of any security issued by such Person or of any agreement, instrument
or other undertaking to which such Person is a party or by which it or any of
its property is bound.

                     "Credit and Security Agreement" has the meaning set forth
in the recitals.

                     "Discount Factor" means a percentage calculated to provide
the Buyer with a reasonable return on its investment in the Receivables acquired
from each Seller after taking account of (i) the time value of money based upon
the anticipated dates of collection of the Receivables and the cost to the Buyer
of financing its investment in such Receivables during such period and (ii) the
risk of nonpayment by the Obligors. Each Seller and the Buyer may agree from
time to time to change the Discount Factor applicable to purchases from such
Seller based on changes in one or more of the items affecting the calculation
thereof, provided that any change to the Discount Factor shall take effect as of
the commencement of a Calculation Period commencing no earlier than the last day
of the current Calculation Period, and shall apply only prospectively.

                     "Equity Interests" means, with respect to any Person, any
and all shares, interests, participations or other equivalents, including
membership interests (however designated, whether voting or non-voting), of
capital of such Person, including, if such Person is a partnership, partnership
interests (whether general or limited) and any other interest or participation
that confers on a Person the right to receive a share of the profits and losses
of, or distributions of assets of, such partnership, whether outstanding on the
date hereof or issued after the date of this Agreement.

                     "ERISA" means, the Employee Retirement Income Security Act
of 1974, as amended from time to time.

                     "Excluded Receivables" means any Receivable originated by a
Person with whom any Seller merges or consolidates, prior to the latest to occur
of (i) the approval , in writing, by each of the Co-Agents of such Receivables
and (ii) the integration by such Seller of the Receivables into the software
systems used by such Seller to administer its Receivables, which integration
shall occur not later than 120 days after the completion of such merger or
consolidation.

                     "GAAP" means, generally accepted accounting principles in
the United States of America consistent with those utilized in preparing the
audited financial statements referred to in Section 2.1(a).

                     "Governmental Authority" means, any nation or government,
any state or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government.

                     "Guarantee Obligation" means, as to any Person (the
"guaranteeing person"), any obligation of (a) the guaranteeing person or (b)
another Person (including, without limitation, any bank under any letter of
credit) as to which the guaranteeing person has issued a reimbursement,
counterindemnity or similar obligation, in either case guaranteeing or in effect
guaranteeing any Indebtedness, leases, dividends or other obligations (the
"primary

                                       30
<PAGE>

obligations") of any other unrelated third Person (the "primary obligor") in any
manner, whether directly or indirectly, including, without limitation, any
obligation of the guaranteeing person, whether or not contingent, (i) to
purchase any such primary obligation or any property constituting direct or
indirect security therefor, (ii) to advance or supply funds (1) for the purchase
or payment of any such primary obligation or (2) to maintain working capital or
equity capital of the primary obligor or otherwise to maintain the net worth or
solvency of the primary obligor, (iii) to purchase property, securities or
services primarily for the purpose of assuring the owner of any such primary
obligation of the ability of the primary obligor to make payment of such primary
obligation or (iv) otherwise to assure or hold harmless the owner of any such
primary obligation against loss in respect thereof; provided, however, that the
term Guarantee Obligation shall not include endorsements of instruments for
deposit or collection in the ordinary course of business. The amount of any
Guarantee Obligation of any guaranteeing person shall be deemed to be the lower
of (a) an amount equal to the stated or determinable amount of the primary
obligation in respect of which such Guarantee Obligation is made and (b) the
maximum amount for which such guaranteeing person may be liable pursuant to the
terms of the instrument embodying such Guarantee Obligation, unless such primary
obligation and the maximum amount for which such guaranteeing person may be
liable are not stated or determinable, in which case the amount of such
Guarantee Obligation shall be such guaranteeing person's reasonably anticipated
liability in respect thereof as determined by BSX in good faith.

                     "Indebtedness" means, of any Person at any date, without
duplication, (a) all indebtedness of such Person for borrowed money, (b) all
obligations of such Person for the deferred purchase price of property or
services (other than current trade liabilities incurred in the ordinary course
of such Person's business and payable in accordance with customary practices and
earn-outs and other similar obligations in respect of acquisition and other
similar agreements), (c) all obligations of such Person evidenced by notes,
bonds, debentures or other similar instruments, (d) all indebtedness created or
arising under any conditional sale or other title retention agreement with
respect to property acquired by such Person (even though the rights and remedies
of the seller or lender under such agreement in the event of default are limited
to repossession or sale of such property), (e) all capital lease obligations of
such Person, (f) all obligations of such Person, contingent or otherwise, as an
account party or applicant under or in respect of acceptances, letters of
credit, surety bonds or similar arrangements, (g) the liquidation value of all
redeemable preferred Equity Interests of such Person, (h) all Guarantee
Obligations of such Person in respect of obligations of the kind referred to in
clauses (a) through (g) above, (i) all obligations of the kind referred to in
clauses (a) through (h) above secured by (or for which the holder of such
obligation has an existing right, contingent or otherwise, to be secured by) any
Lien on property (including accounts and contract rights) owned by such Person,
whether or not such Person has assumed or become liable for the payment of such
obligation, and (j) net liabilities under interest rate swap, exchange or cap
agreements. The Indebtedness of any Person shall include the Indebtedness of any
other entity (including any partnership in which such Person is a general
partner) to the extent such Person is liable therefor as a result of such
Person's ownership interest in or other relationship with such entity, except to
the extent the terms of such Indebtedness expressly provide that such Person is
not liable therefor.

                     "Initial Closing Date" means the date on which the initial
Advance is made under the Credit and Security
Agreement.

                                       31
<PAGE>

                     "Initial Cut-Off Date" means the Cut-Off Date immediately
preceding the Initial Closing Date.

                     "Initial Contributed Receivables" has the meaning set forth
in Section 1.1.

                     "Invoice" means, with respect to any Receivable, any paper
or electronic bill, statement or invoice for services rendered by a Seller to an
Obligor.

                     "Joinder Agreement" has the meaning set forth in the
preamble.

                     "Material Acquisition" has the meaning set forth in the
Credit and Security Agreement.

                     "Multiemployer Plan" means, a Plan which is a multiemployer
plan as defined in Section 4001(a)(3) of ERISA.

                     "New Seller" means any direct or indirect wholly-owned
Subsidiary of BSX that hereafter becomes a Seller under this Agreement by
executing a Joinder Agreement and complying with the provisions of Article V
hereof.

                     "New Seller Closing Date" means, as to any New Seller, the
Business Day on which each of the conditions set
forth in Article V has been satisfied.

                     "New Seller Cut-Off Date" means, with respect to each New
Seller, the Cut-Off Date immediately preceding its
New Seller Closing Date.

                     "Original Seller" means Boston Scientific Corporation, a
Delaware corporation.

                     "PBGC" means, the Pension Benefit Guaranty Corporation
established pursuant to Subtitle A of Title IV of ERISA.

                     "Person" means, an individual, partnership, corporation,
business trust, joint stock company, trust, unincorporated association, joint
venture, Governmental Authority or other entity of whatever nature.

                     "Plan" means, at a particular time, any employee benefit
plan which is covered by ERISA and in respect of which a Seller or a Commonly
Controlled Entity is (or, if such plan were terminated at such time, would under
Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5)
of ERISA.

                     "Purchase Price" means, with respect to any purchase of
Receivables and their Related Security from a Seller on any date, the aggregate
price to be paid therefor by the Buyer to the applicable Seller in accordance
with Section 1.3 of this Agreement on such date, which price shall equal (i) the
product of (x) the Outstanding Balance of such Receivables as of the Applicable
Cut-Off Date, multiplied by (y) one minus the Discount Factor then in effect,
minus (ii) any Purchase Price Credits to be credited against the Purchase Price
otherwise payable in accordance with Section 1.4 of the Agreement.

                                       32
<PAGE>

                     "Purchase Price Credit" shall have the meaning provided in
Section 1.4 hereof.

                     "Purchase Report" shall have the meaning provided in
Section 1.3(c) hereof.

                     "Receivable" means any right to payment arising from the
sale to any Domestic Person of medical products, devices or services by a
Seller, including, without limitation, the right to payment of any interest or
finance charges and other amounts with respect thereto, other than Excluded
Receivables. Rights to payment arising from any one transaction, including,
without limitation, rights to payment represented by an individual invoice,
shall constitute a Receivable separate from a Receivable consisting of the
rights to payment arising from any other transaction.

                     "Records" means, collectively, all Invoices and all other
documents, books, records and other information (including, without limitation,
computer programs, tapes, disks, punch cards, data processing software and
related property and rights) relating to any Receivable, Related Security and/or
Obligor other than (i) any Contract related thereto, and (ii) any confidential
patient information including, without limitation, test results.

                     "Related Security" means, collectively, all of the
following with respect to each Receivable:

                     (a) all Contracts (provided, however, that to the extent
that any Contract includes a prohibition on assignment, such interest shall be
limited to a security interest in the applicable Seller's right to receive
payment thereunder to the extent contemplated by Sections 9-406 and 9-408 (as
applicable) of the UCC of the applicable jurisdiction);

                     (b) all right, title and interest in and to the following:
(i) all Collections; (ii) all Records; (iii) all Collection Accounts and all
cash, balances and instruments therein from time to time therein; (iv) all
right, title and interest in and to (A) the goods (including returned or
repossessed goods), if any, the sale of which by a Seller gave rise to such
Receivable and all insurance contracts with respect thereto, (B) all security
deposits and other security interests or liens and property subject thereto from
time to time purporting to secure payment of such Receivable, whether pursuant
to the Contract related to such Receivable or otherwise, (C) all UCC financing
statements covering any collateral securing payment of such Receivable, and (D)
all guarantees and other agreements or arrangements of whatever character from
time to time supporting or securing payment of such Receivable whether pursuant
to the Contract related to such Receivable or otherwise; and

                     (c) all proceeds and insurance proceeds of the foregoing.

                     "Reportable Event" means, any of the events set forth in
Section 4043(c) of ERISA, other than those events as to which the thirty day
notice period is waived under subsections .27, .28, .29, .30, .31, .32, .34 or
..35 of PBGC Reg.ss. 4043.

                     "Required Capital Amount" means $2,180,000.

                     "Responsible Officer" means, with respect to each Seller,
any of its chief executive officer, president, vice president-finance, treasurer
or secretary, acting singly.

                                       33
<PAGE>

                     "Sale Termination Date" means, as to any Seller, the
earliest to occur of the following:

                     (i) the date designated by such Seller to the Buyer upon
           not less than 15 Business Days' prior written notice,

                     (ii) the date on which an Event of Bankruptcy occurs with
           respect to such Seller;

                     (iii) the date on which such Seller is unable to satisfy
           the applicable conditions precedent to each purchase set forth in
           Article III hereof;

                     (iv) the date on which a Change in Control occurs with
           respect to BSX, the Buyer or such Seller; and

                     (v) the occurrence of the Termination Date under clause (a)
           or (b) of the definition of such term in the Credit and Security
           Agreement.

                     "Seller" means an Original Seller or a New Seller.

                     "Seller Indemnified Amounts" shall have the meaning
provided in Section 7.1 hereof.

                     "Seller Indemnified Party" shall have the meaning provided
in Section 7.1 hereof.

                     "Seller Material Adverse Effect" means, with respect to any
Seller, a material adverse effect on (i) the financial condition or operations
of BSX and its Subsidiaries taken as a whole, (ii) the ability of such Seller to
perform its obligations under this Agreement, (iii) the legality, validity or
enforceability of this Agreement or any other Transaction Document, (iv) the
Buyer's ownership interest in the Receivables acquired from such Seller
generally or in any material portion of such Receivables or the proceeds
thereof, or (v) the collectibility of the Receivables acquired from such Seller
generally or of any material portion of such Receivables.

                     "Single Employer Plan" means, any Plan which is covered by
Title IV of ERISA, but which is not a Multiemployer Plan.

                     "Subordinated Loan" means a subordinated revolving loan
from a Seller to the Buyer which is evidenced by a Subordinated Note.

                     "Subordinated Note" means a subordinated promissory note in
the form of Exhibit B hereto issued by the Buyer to a Seller, as it may be
amended, supplemented, endorsed or otherwise modified from time to time in
substitution therefor or renewal thereof in accordance with the Transaction
Documents.

The foregoing definitions shall be equally applicable to both the singular and
plural forms of the defined terms.

                                       34
<PAGE>

B. Other Interpretive Matters. All accounting terms defined directly or by
incorporation in this Agreement or the other Transaction Documents shall have
the defined meanings when used in any certificate or other document delivered
pursuant thereto unless otherwise defined therein. For purposes of this
Agreement, the other Transaction Documents and all such certificates and other
documents, unless the context otherwise requires: (a) accounting terms not
otherwise defined in such agreement, and accounting terms partly defined in such
agreement to the extent not defined, shall have the respective meanings given to
them under generally accepted accounting principles; (b) terms defined in
Article 9 of the UCC and not otherwise defined in such agreement are used as
defined in such Article; (c) references to any amount as on deposit or
outstanding on any particular date means such amount at the close of business on
such day; (d) the words "hereof," "herein" and "hereunder" and words of similar
import refer to such agreement (or the certificate or other document in which
they are used) as a whole and not to any particular provision of such agreement
(or such certificate or document); (e) references to any Section, Schedule or
Exhibit are references to Sections, Schedules and Exhibits in or to such
agreement (or the certificate or other document in which the reference is made),
and references to any paragraph, subsection, clause or other subdivision within
any Section or definition refer to such paragraph, subsection, clause or other
subdivision of such Section or definition; (f) the term "including" means
"including without limitation"; (g) references to any law refer to that law as
amended from time to time and include any successor law; (h) references to any
agreement refer to that agreement as from time to time amended or supplemented
or as the terms of such agreement are waived or modified in accordance with its
terms; (i) references to any Person include that Person's successors and
assigns; (j) headings are for purposes of reference only and shall not otherwise
affect the meaning or interpretation of any provision hereof; (k) unless
otherwise provided, in the calculation of time from a specified date to a later
specified date, the term "from" means "from and including", and the terms "to"
and "until" each means "to but excluding"; (l) terms in one gender include the
parallel terms in the neuter and opposite gender; and (m) the preamble and
recitals shall constitute a part of this Agreement.




                                       35
<PAGE>

                                    EXHIBIT A
                                 PURCHASE REPORT
                                       of
                         [Insert Seller Name], as Seller
          For the CALCULATION period beginning [date] and ending [date]


TO: THE BUYER AND THE AGENTS
------------------------------------------- --------------- --------------- ----
Aggregate Outstanding Balance
of all Receivables sold by
Seller during the period:                   $____________                     A
------------------------------------------- --------------- --------------- ----
Aggregate Outstanding Balance
of all Receivables sold during
such period which were not
Eligible Receivables on the date
when sold ("Ineligible Receivables"):       ($____________)                  (B)
------------------------------------------- --------------- --------------- ----
Equals: Aggregate Outstanding
Balance of all Eligible Receivables
sold during the period (A - B):                             $____________    =C
------------------------------------------- --------------- --------------- ----
Aggregate Outstanding Balance of all
Receivables (if any) contributed
during the period:                          $____________                     D
------------------------------------------- --------------- --------------- ----
Aggregate Outstanding Balance of all
Receivables (if any) contributed during
such period which were not Eligible
Receivables on the date when sold:          ($____________)                  (E)
------------------------------------------- --------------- --------------- ----
Equals:  Aggregate Outstanding Balance
of all Eligible Receivables (if any)
contributed during the period (D - E):      $____________                    =F
------------------------------------------- --------------- --------------- ----
The amount specified in Line F              $____________                     G
Multiplied By:  One minus the Discount
Factor then in effect:                      ($____________)                  (H)
------------------------------------------- --------------- --------------- ----
Equals:  Gross amount payable during
the period with respect to
such Eligible Receivables (G - H)                           $____________    =I
------------------------------------------- --------------- --------------- ----
The amount specified in Line E              $____________                     J
Multiplied By:  One minus the
Discount Factor then in effect:             ($____________)                  (K)
------------------------------------------- --------------- --------------- ----
Equals:  Gross amount payable during
the period with respect to such
Ineligible Receivables (J - K)                              $____________    =L
------------------------------------------- --------------- --------------- ----
Sum of (I) + (L)                            $____________                     M
------------------------------------------- --------------- --------------- ----
Less: Total Purchase Price Credits
arising during the Period:                  ($____________)                  (N)
------------------------------------------- --------------- --------------- ----

                                       36
<PAGE>
--------------------------------------------------------------------------------
Equals: Purchase Price payable
during the Period (M - N):                                  $____________    =O
------------------------------------------- --------------- --------------- ----
Less: Cash Purchase Price Paid to
Seller during the Period:                   $____________                     P
------------------------------------------- --------------- --------------- ----
Less: Subordinated Loans made by
Seller during the Period:                   $____________                     Q
------------------------------------------- --------------- --------------- ----
Equals: Purchase Price owed to
BSX for the period (O - P - Q):                             $____________    =S
------------------------------------------- --------------- --------------- ----
Less: Demand Advances made by
Borrower to BSX during the Period:          ($____________)                   T
------------------------------------------- --------------- --------------- ----
Plus: Demand Advances re-paid to
Borrower by BSX during the Period:          $____________                     U
------------------------------------------- --------------- --------------- ----
Equals: Cash to be paid by Borrower
to BSX                                                      $____________     V
--------------------------------------------------------------------------------
















                                       37


<PAGE>

                                    EXHIBIT B
                                SUBORDINATED NOTE
                                (Non-Negotiable)

                                                                          [Date]

                     FOR VALUE RECEIVED, the undersigned, Boston Scientific
Funding Corporation, a Delaware corporation (the "Buyer"), promises to pay to
_______________, a _____________ (the "Seller"), to the extent of the Buyer's
Available Funds and on the terms and subject to the limitations and conditions
set forth herein and in the Sale Agreement referred to below, the principal sum
of the aggregate unpaid Purchase Price of all Receivables purchased from time to
time by the Buyer from the Seller pursuant to such Sale Agreement, as such
unpaid Purchase Price is shown in the records of the Seller.

                     1. Sale Agreement. This promissory note (this "Subordinated
Note") is one of the Subordinated Notes described in, and is subject to the
terms and conditions set forth in, that certain Receivables Sale Agreement dated
as of August 16, 2002 (as the same may be amended or otherwise modified from
time to time, the "Sale Agreement"), by and between the Seller and certain of
its affiliates and the Buyer. Reference is hereby made to the Sale Agreement for
a statement of certain other rights and obligations of the Seller and the Buyer.

                     2. Definitions. Capitalized terms used (but not defined)
herein have the meanings attributed thereto in the Sale Agreement or, to the
extent not defined therein, in the Credit and Security Agreement dated as of
August 16, 2002 among Boston Scientific Corporation, as initial Servicer, the
Buyer, as borrower, Blue Ridge Asset Funding Corporation, Victory Receivables
Corporation, The Bank of Tokyo-Mitsubishi, Ltd., New York Branch, individually
and as Victory Agent, and Wachovia Bank, National Association, individually, as
Blue Ridge Agent and as Administrative Agent (as amended, restated or otherwise
modified from time to time, the "Credit and Security Agreement"). In addition,
as used herein, the following terms have the following meanings:

                     "Bankruptcy Proceedings": As defined in clause (b) of
           paragraph 9 hereof.

                     "Bloomberg CP Rate": For each day in a calendar month, the
           rate per annum determined on the CD equivalent yield basis equal to
           the composite broker/dealer offered rate for 30-day "A1/P1/F1" rated
           U.S. asset-backed commercial paper, which rate appears on a Bloomberg
           L.P. terminal, displayed under the address "ACPB030Y {Index} {Go}"
           effective as of 10:00 a.m., New York time, on the first Business Day
           of such month, provided that if no such offered rates appear on such
           page, the Bloomberg CP Rate for such month will be the arithmetic
           average (rounded upwards, if necessary, to the next higher 1/100th of
           1%) of CP Rates being paid by the Buyer under the Credit and Security
           Agreement as of the first Business Day of such month.

                                       38
<PAGE>

                     "Final Maturity Date": The forty-fifth (45th) day following
           the Final Payout Date.

                     "Senior Interest": All Obligations (under and as defined in
           the Credit and Security Agreement).

                     "Senior Interest Holders": Collectively, the Agents, the
           Lenders, the other Affected Parties and the Indemnified Parties.

                     3. Interest. Prior to the Final Payout Date, the aggregate
unpaid Purchase Price owing to the Seller under the Sale Agreement from time to
time outstanding shall bear interest at a rate per annum equal to the sum of the
Bloomberg CP Rate plus 1%, and from (and including) the Final Payout Date to
(but excluding) the date on which the entire aggregate unpaid Purchase Price
owing to the Seller under the Sale Agreement is fully paid, the aggregate unpaid
Purchase Price owing to the Seller under the Sale Agreement from time to time
outstanding shall bear interest at a rate per annum equal to the sum of the
Bloomberg CP Rate plus 2%; provided, however, that in no event in excess of the
maximum rate permitted by law. In the event that, contrary to the intent of the
Seller and the Buyer, the Buyer pays interest hereunder and it is determined
that such interest rate was in excess of the then legal maximum rate, then that
portion of the interest payment representing an amount in excess of the then
legal maximum rate shall be deemed a payment of principal and applied against
the principal then due hereunder.

                     4. Interest Payment Dates. Subject to the provisions set
forth below, the Buyer shall pay accrued interest on this Subordinated Note from
Available Funds (a) on each Settlement Date, and (b) on the date of each
principal payment made in cash on a date other than a Settlement Date.

                     5. Basis of Computation. Interest accrued hereunder shall
be computed for the actual number of days elapsed on the basis of a 360-day
year.

                     6. Principal Payment Dates. Subject to the provisions set
forth below, payments of the principal amount of this Subordinated Note shall be
made from Available Funds as follows:

                     (a) The principal amount of this Subordinated Note shall be
           reduced from time to time in accordance with Section 1.3 of the
           Receivables Sale Agreement;

                     (b) The entire remaining Outstanding Balance of this
           Subordinated Note shall be paid on the Final Maturity Date.

Subject to the provisions set forth below, the principal amount of and accrued
interest on this Subordinated Note may be prepaid from Available Funds on any
Business Day prior to the Seller's Sale Termination Date without premium or
penalty.

                     7. Payments. All payments of principal and interest
hereunder are to be made in lawful money of the United States of America.

                                       39
<PAGE>

                     8. Enforcement Expenses. In addition to and not in
limitation of the foregoing, but subject to the provisions set forth below and
to any limitation imposed by applicable law, the Buyer agrees to pay all
expenses, including reasonable attorneys' fees and legal expenses, incurred by
the Seller in seeking to collect any amounts payable hereunder which are not
paid when due.

                     9. Provisions Regarding Restrictions on Payment. The Buyer
covenants and agrees, and the Seller, by its acceptance of this Subordinated
Note, likewise covenants and agrees on behalf of itself and any holder of this
Subordinated Note, that the payment of the principal amount of, and interest on,
this Subordinated Note is hereby expressly subject to certain restrictions set
forth in the following clauses of this paragraph 9:


                     (a) No payment or other distribution of the Buyer's assets
           of any kind or character, whether in cash, securities, or other
           rights or property, shall be made on account of this Subordinated
           Note except to the extent such payment or other distribution is
           permitted under the Sale Agreement and the Credit and Security
           Agreement and is made from Available Funds;

                     (b) In the event of (i) the occurrence of such Seller's
           Sale Termination Date, or (ii) any dissolution, winding up,
           liquidation, readjustment, reorganization or other similar event
           relating to the Buyer, whether voluntary or involuntary, partial or
           complete, and whether in bankruptcy, insolvency or receivership
           proceedings, or upon an assignment for the benefit of creditors, or
           any other marshaling of the assets and liabilities of the Buyer or
           any sale of all or substantially all of the assets of the Buyer (such
           proceedings being herein collectively called "Bankruptcy
           Proceedings"), the Senior Interest shall first be paid and performed
           in full and in cash before the Seller will be entitled to receive and
           to retain any payment or distribution in respect to this Subordinated
           Note. In order to implement the foregoing, the Seller hereby
           irrevocably agrees that the Administrative Agent, in the name of the
           Seller or otherwise, may demand, sue for, collect, receive and
           receipt for any and all such payments or distributions, and file,
           prove and vote or consent in any such Bankruptcy Proceedings with
           respect to any and all claims of the Seller relating to this
           Subordinated Note, in each case until the Senior Interests shall have
           been paid and performed in full and in cash;

                     (c) In the event that the Seller receives any payment or
           other distribution of any kind or character from the Buyer or from
           other source whatsoever, in respect of this Subordinated Note, other
           than as expressly permitted by the terms of this Subordinated Note,
           such payment or other distribution shall be received for the sole
           benefit of the Senior Interest Holders and shall be turned over by
           the Seller to the Administrative Agent (for the benefit of the Senior
           Interest Holders) forthwith;

                     (d) Notwithstanding any payments or distributions received
           by the Senior Interest Holders in respect of this Subordinated Note,
           while any Bankruptcy Proceedings are pending, the Seller will not be
           subrogated to the then existing rights of the Senior Interest Holders
           in respect of the Senior Interests

                                       40
<PAGE>

           until the Senior Interests have been paid and performed in full and
           in cash. Upon the occurrence of the Final Payout Date, the Seller
           will be subrogated to the then existing rights of the Senior Interest
           Holders, if any;

                     (e) The provisions set forth in this Section 9 are intended
           solely for the purpose of defining the relative rights of the Seller,
           on the one hand, and the Senior Interest Holders, on the other hand.
           Nothing contained in this Subordinated Note is intended to or shall
           impair, as between the Buyer, its creditors (other than the Senior
           Interest Holders) and the Seller, the Buyer's obligation, which is
           unconditional and absolute, to pay the Seller the principal of and
           interest on this Subordinated Note as and when the same shall become
           due and payable in accordance with the terms hereof or to affect then
           relative rights of the Seller and creditors of the Buyer (other than
           the Senior Interest Holders);

                     (f) The Seller will not, until the Senior Interests have
           been paid and performed in full and in cash, transfer, pledge or
           assign, or commence legal proceedings to enforce or collect this
           Subordinated Note or any rights in respect hereof;

                     (g) The Seller will not, without the advance written
           consent of each of the Agents, commence, or join with any other
           Person in commencing, any Bankruptcy Proceedings with respect to the
           Buyer until at least one year and one day shall have passed since the
           Final Payout Date shall have occurred;

                     (h) If, at any time, any payment (in whole or in part) of
           any Senior Interest is rescinded or must be restored or returned by a
           Senior Interest Holder (whether in connection with Bankruptcy
           Proceedings or otherwise), these provisions shall continue to be
           effective or shall be reinstated, as the case may be, as though such
           payment had not been made;

                     (i) The Seller hereby waives; (i) notice of acceptance of
           these provisions by any of the Senior Interest Holders; (ii) notice
           of the existence, creation, non-payment or non-performance of all or
           any of the Senior Interests; and (iii) all diligence in enforcement,
           collection or protection of, or realization upon, the Senior
           Interests, or any thereof, or any security therefor;

                     (j) These provisions constitute a continuing offer from the
           holder of this Subordinated Note to all Persons who become holders
           of, or who continue to hold, Senior Interests; and these provisions
           are made for the benefit of the Senior Interest Holders, and the
           Administrative Agent may proceed to enforce such provisions on behalf
           of each of such Persons.

                                       41
<PAGE>

                     10. General.

                     (a) No failure or delay on the part of the Seller in
exercising any power or right hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such power or right preclude any
other or further exercise thereof or the exercise of any other power or right.
No amendment, modification or waiver of, or consent with respect to, any
provision of this Subordinated Note shall in any event be effective unless (i)
the same shall be in writing and signed and delivered by the Buyer and the
Seller and (ii) all consent required for such actions under the Transaction
Documents shall have been received by the appropriate Persons.

                     (b) The Seller hereby agrees that it will not (i) institute
against, join any other Person in instituting against or take any action, direct
or indirect, in furtherance or contemplation of instituting against, the Buyer
any bankruptcy, insolvency, winding up, dissolution, receivership,
conservatorship or other similar proceeding or action or (ii) exercise any right
of set-off or recoupment, or assert any counterclaim, against the Buyer, in each
case so long as there shall not have elapsed one year and one day since the
Final Payout Date has occurred.

                     (c) The Seller expressly recognizes and agrees that the
obligations represented by this Subordinated Note are not secured by any
interest in any of the assets of the Buyer, including, without limitation, any
Receivables or Related Security.

                     11. No Negotiation. This Subordinated Note is not
negotiable and may not be pledged except to a Person
who covenants in writing, with the Buyer and the Agents, that such Person will
agree not to initiate or join any proceeding of the type described in Section
8.12 of the Sale Agreement. Any purported sale, transfer, assignment, pledge or
negotiation of this Subordinated Note shall be void without the prior written
consent of each of the Agents under the Credit and Security Agreement.

                     12. Governing Law. THIS PROMISSORY NOTE SHALL BE DEEMED TO
BE A CONTRACT MADE UNDER AND GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK.

                     13. Captions. Paragraph captions used in this Subordinated
Note are for convenience only and shall not
affect the meaning or interpretation of any provision of this Subordinated Note.







                                       42
<PAGE>

                     14. Attached Schedule. The Seller is hereby authorized by
the Buyer to endorse on the schedule attached to this Subordinated Note an
appropriate notation evidencing the date and amount of each Subordinated Loan
hereunder, as well as the date of each payment with respect thereto, provided
that the failure to make such notation shall not affect any obligation of the
Buyer hereunder.


                                      Boston Scientific Funding Corporation


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



















                                       43
<PAGE>

                        SCHEDULE TO SUBORDINATED NOTE OF
                      BOSTON SCIENTIFIC FUNDING CORPORATION
--------------------------------------------------------------------------------
                   Amount of       Amount of        Unpaid
                  Subordinated     Principal       Principal        Notation
      Date           Loan            Paid           Balance         made by
--------------- --------------- --------------- --------------- ----------------
--------------- --------------- --------------- --------------- ----------------
--------------- --------------- --------------- --------------- ----------------
--------------- --------------- --------------- --------------- ----------------
--------------- --------------- --------------- --------------- ----------------
--------------- --------------- --------------- --------------- ----------------
--------------- --------------- --------------- --------------- ----------------
--------------- --------------- --------------- --------------- ----------------
--------------- --------------- --------------- --------------- ----------------
--------------- --------------- --------------- --------------- ----------------
--------------- --------------- --------------- --------------- ----------------
--------------- --------------- --------------- --------------- ----------------
--------------- --------------- --------------- --------------- ----------------
--------------- --------------- --------------- --------------- ----------------
--------------- --------------- --------------- --------------- ----------------
--------------- --------------- --------------- --------------- ----------------
--------------- --------------- --------------- --------------- ----------------
--------------- --------------- --------------- --------------- ----------------
--------------- --------------- --------------- --------------- ----------------
--------------- --------------- --------------- --------------- ----------------
--------------- --------------- --------------- --------------- ----------------
--------------- --------------- --------------- --------------- ----------------
--------------- --------------- --------------- --------------- ----------------
--------------- --------------- --------------- --------------- ----------------
--------------- --------------- --------------- --------------- ----------------
--------------- --------------- --------------- --------------- ----------------

                                       44
<PAGE>

                                    EXHIBIT C
                         CREDIT AND COLLECTION POLICIES


























                                       45
<PAGE>

                                    EXHIBIT D
                            FORM OF JOINDER AGREEMENT

                                    --------

                                JOINDER AGREEMENT

                     THIS JOINDER AGREEMENT is executed and delivered by
_______________________, a _______________ ("New Seller") in favor of Boston
Scientific Funding Corporation, a Delaware corporation, as purchaser (the
"Buyer"), with respect to that certain Receivables Sale Agreement dated as of
August 16, 2002 by and between Boston Scientific Corporation and certain of its
wholly-owned subsidiaries from time to time party thereto as "Sellers" and the
Buyer (as amended, supplemented, joined, restated and/or otherwise modified from
time to time, the "Sale Agreement"). Capitalized terms used and not otherwise
defined herein are used with the meanings attributed thereto in the Sale
Agreement.

                     Subject to receipt of counterparts hereof signed by the
Administrative Agent and the Buyer, by its signature
below, New Seller hereby absolutely and unconditionally agrees to become a party
to the Sale Agreement as a Seller thereunder and to be bound by the provisions
thereof, including, without limitation, the provisions of Section 8.12 thereof.

                     Attached hereto [is/are] [an] amended and restated
version[s] of [Exhibit C and] Schedule 2.1(r) to the Sale
Agreement. After giving effect to the amendment[s] and restatement[s] embodied
therein, each of the representations and warranties contained in Article II of
the Sale Agreement will be true and correct as to New Seller.

                     The "Responsible Officers" of the New Seller will be any of
its __________, _________ or ______________, acting singly.

                     Delivered herewith are each of the documents, certificates
and opinions required to be delivered by New Seller pursuant to Article V of the
Sale Agreement.

                     The provisions of Article VIII of the Sale Agreement are
incorporated in this Joinder Agreement by this reference with the same force and
effect as if set forth in full herein except that references in such Article
VIII to "this Agreement" shall be deemed to refer to "this Joinder Agreement and
to the Sale Agreement as modified by this Joinder Agreement."

                     Please acknowledge your consent to New Seller's joinder in
the Sale Agreement by signing the enclosed copy hereof in the appropriate space
provided below and faxing a copy of such counterpart to (a) the Administrative
Agent, at fax no. (404) 332-5152, Attention: Elizabeth R. Wagner, and (b) to New
Seller at the fax no. set forth below its signature hereto.

                                       46
<PAGE>



                     IN WITNESS WHEREOF, New Seller has executed this Joinder
Agreement as of the ___ day of _______________.

                                 __________________________________

                                 By: ______________________________
                                      Title:
                                      [Address for Notices, including fax no.]

Each of the undersigned hereby consents
to New Seller's joinder in the Sale Agreement:

WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent


By:________________________________
    Title:


BOSTON SCIENTIFIC FUNDING CORPORATION, as Buyer


By:________________________________
           Title:











                                       47
<PAGE>
<TABLE><CAPTION>


                                 SCHEDULE 2.1(r)
              SELLERS' ORGANIZATIONAL ID NUMBERS; JURISDICTIONS OF
           ORGANIZATION; CHIEF EXECUTIVE OFFICE ADDRESSES; LOCATION(S)
                             WHERE RECORDS ARE KEPT
----------------------------------------------------------------------------------------------------------
<S>               <C>          <C>                <C>                 <C>          <C>
  Legal Name       Prior        Organizational     Jurisdiction        Chief        Locations of Records
  of Seller        Legal              ID          of Organization     Executive     and material Contracts
                   Name,                                               Office
                 Trade Name
                 or Assumed
                    Name
-------------- -------------- ------------------ ----------------- --------------- -----------------------
  Boston            None           0874815           Delaware       One Boston      One Boston Scientific
  Scientific                                                        Scientific      Place, Natick,
  Corporation                                                       Place,          Massachusetts 01760
                                                                    Natick,
                                                                    Massachusetts   Maple Grove,
                                                                    01760           Minnesota 55311

                                                                                    500 Commander Shea
                                                                                    Blvd., Quincy,
                                                                                    Massachusetts  02171
----------------------------------------------------------------------------------------------------------
</TABLE>




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>5
<FILENAME>exh99-1_11581.txt
<DESCRIPTION>CEO CERTIFICATION
<TEXT>
                                                                    EXHIBIT 99.1
                                                                    ------------


         CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C.
             SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE
                           SARBANES-OXLEY ACT OF 2002


     In connection with the Quarterly Report on Form 10-Q of Boston Scientific
Corporation (the "Company") for the period ending September 30, 2002 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
the undersigned Chief Executive Officer hereby certifies, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 that based on his knowledge:

(1)  the Report fully complies with the requirements of Section 13 (a) or 15 (d)
     of the Securities Exchange Act of 1934; and
(2)  the information contained in the Report fairly presents, in all material
     respects, the financial condition and results of operations of Boston
     Scientific Corporation.



By:  /s/ James R. Tobin
     -------------------------------------
     James R. Tobin
     President and Chief Executive Officer





     Dated: November 14, 2002


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>6
<FILENAME>exh99-2_11581.txt
<DESCRIPTION>CFO CERTIFICATION
<TEXT>
                                                                    EXHIBIT 99.2
                                                                    ------------


         CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C.
             SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE
                           SARBANES-OXLEY ACT OF 2002


     In connection with the Quarterly Report on Form 10-Q of Boston Scientific
Corporation (the "Company") for the period ending September 30, 2002 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
the undersigned Chief Financial Officer hereby certifies, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 that based on his knowledge:

(1)  the Report fully complies with the requirements of Section 13 (a) or 15 (d)
     of the Securities Exchange Act of 1934; and
(2)  the information contained in the Report fairly presents, in all material
     respects, the financial condition and results of operations of Boston
     Scientific Corporation.



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



     Dated: November 14, 2002

</TEXT>
</DOCUMENT>
</SUBMISSION>
