WITNESSETH

                                                                    EXHIBIT 4.5

                       AMENDMENT NO. 3 TO RIGHTS AGREEMENT

         AMENDMENT NO. 3, dated as of March 22, 2002 (this "Amendment"), to the
Rights Agreement, dated as of June 26, 1992, as amended (the "Rights
Agreement"), between Spacelabs Medical, Inc., a Delaware corporation (the
"Company"), and EquiServe Trust Company, N.A., successor to First Chicago Trust
Company of New York, as rights agent (the "Rights Agent").

                                   WITNESSETH

         WHEREAS, the Company and the Rights Agent have previously entered into
the Rights Agreement; and

         WHEREAS, no Distribution Date (as defined in Section 3(b) of the Rights
Agreement) has occurred as of the date of this Amendment; and

         WHEREAS, Section 26 of the Rights Agreement provides that (i) prior to
the Distribution Date (as such term is defined in the Rights Agreement), the
Company may and the Rights Agent shall, if the Company so directs, supplement or
amend any provision of the Rights Agreement without approval of any holder of
the Rights and (ii) any supplement or amendment duly approved by the Company
shall become effective immediately upon execution by the Company, whether or not
also executed by the Rights Agent; and

         WHEREAS, the Company has directed that the Rights Agreement be amended
as described herein to extend the Expiration Date (as such term is defined in
the Rights Agreement) for an additional term of ten years;

         NOW, THEREFORE, the Company hereby amends the Rights Agreement as
follows:

         1.       Section 7(a) of the Rights Agreement is hereby amended by
replacing the date "June 30, 2002" in the seventh line thereof with the date
"June 30, 2012."

         2.       This Amendment shall be deemed to be in force and effective
immediately. Except as amended hereby, the Rights Agreement shall remain in full
force and effect and shall be otherwise unaffected hereby.

         3.       Capitalized terms used in this Amendment and not defined
herein shall have the meanings assigned thereto in the Rights Agreement.

         4.       This Amendment may be executed in any number of counterparts
and each of such counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but one and the
same instrument.






         5.       In all respects not inconsistent with the terms and provisions
of this Amendment, the Rights Agreement is hereby ratified, adopted, approved
and confirmed. In executing and delivering this Amendment, the Rights Agent
shall be entitled to all the privileges and immunities afforded to the Rights
Agent under the terms and conditions of the Rights Agreement.




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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.




ATTEST:                              SPACELABS MEDICAL, INC.



By        /s/ Xxxx Xxxx                 By     /s/ Xxxxxx X. XxXxxxxx
         -------------------------            -------------------------------
         Name:Xxxx Xxxx                       Name:Xxxxxx X. XxXxxxxx
         Title:Assoc. General Counsel         Title:Vice President, General
                                                    counsel and Secretary


ATTEST:                              EQUISERVE TRUST COMPANY, N.A.




By        /s/ Xxxxx Xxxxx                 By   /s/ Xxxxxx X. Ferrari
         -------------------------            -------------------------------
         Name:Xxxxx Xxxxx                      Name:Xxxxxx X. Ferrari
         Title:Senior Account Manager          Title:Senior Managing Director











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