<PAGE>

                                                                    Exhibit 10.1

                                               Confidential Treatment Requested.
                                                   Confidential portions of this
                                                 document have been redacted and
                                             have been separately filed with the
                                                                     Commission.

                        SUPPLY AND DISTRIBUTION AGREEMENT

     THIS SUPPLY AND DISTRIBUTION AGREEMENT (this "Agreement") is made as of
April 1, 2002 (the "Effective Date") by and between AngioDynamics Inc., a
Delaware corporation ("AngioDynamics") and Biolitec, Inc., a New Jersey
corporation having offices at 515 Shaker Road, East Longmeadow, MA 01028
("BIOLITEC").

                                    RECITALS

     WHEREAS BIOLITEC is engaged in the development and manufacturing of the
Products;

     AND WHEREAS BIOLITEC and AngioDynamics desire that BIOLITEC grant to
AngioDynamics the right to market, sell, offer for sale and distribute the
Products on the terms and conditions set forth herein;

     AND WHEREAS BIOLITEC and AngioDynamics further desire to enter into such
other agreements as are contained herein;

     NOW THEREFORE, in consideration of the foregoing premises and the covenants
set forth below, the parties hereby agree as follows:

1.   DEFINITIONS. As used herein, the following terms shall have the following
meanings:

     1.1  "Adequate Supply" shall mean the supply of Products in ordered
          quantity that is delivered on a timely basis according to written
          purchase orders pursuant to Section 3.2(b) and that comply with the
          Manufacturing Requirements.

     1.2  "Affiliate" as applied to any Person, shall mean (a) any other Person
          directly or indirectly controlling, controlled by or under common
          control with, that Person, (b) any other Person that owns or controls
          (i) 5% or more of any class of equity securities of that Person or any
          of its Affiliates or (ii) 5% or more of any class of equity securities
          (including any equity securities issuable upon the exercise of any
          Option or convertible security) of that Person or any of its
          Affiliates, or (c) any director, partner, officer, agent, employee or
          relative of such Person. For the purposes of this definition,
          "control" (including with correlative meanings, the terms
          "controlling", "controlled by"; and "under common control with") as
          applied to any Person, means the possession, directly or indirectly,
          of the power to direct or cause the direction of the management and
          policies of that Person, whether through ownership of voting
          securities or by contract or otherwise.

     1.3  "Applicable Laws" shall mean all applicable laws, rules, regulations
          and guidelines within or without the Territory that may apply to the
          development, manufacturing, marketing and/or sale of the Products in
          the Territory or the performance of either party's obligations under
          this Agreement including laws,

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                                      -2-

          regulations and guidelines governing the import, export, development,
          manufacturing, marketing, distribution and sale of the Products in the
          Territory, and including all Good Manufacturing Practices or Good
          Clinical Practices standards or guidelines promulgated by Competent
          Authorities and including the FD&C Act and trade association
          guidelines.

     1.4  "Competent Authorities" shall mean the entities in the Territory
          responsible for the regulation of medical devices intended for human
          use, and shall include the FDA.

     1.5  "Confidential Information" shall mean, subject to the exceptions set
          forth in Section 6.2, any information received by one party from the
          other party pursuant to this Agreement, including, without limitation,
          all know-how, data, process, technique, or formula relating to the
          Products and any research project, work in process, future
          development, scientific, engineering, manufacturing, marketing,
          business plan, financial or personnel matter relating to either party,
          its present or future products, sales, suppliers, customers,
          employees, investors or business, whether in oral, written, graphic or
          electronic form. It includes information exchanged under the Mutual
          Confidentiality Agreement, dated 15th of March, 2002.

     1.6  "Contract Year" shall mean the year long period commencing on the
          Effective Date and ending on the twelve month anniversary and each
          subsequent twelve (12) month period thereafter.

     1.7  "FDA" shall mean the United States Food and Drug Administration.

     1.8  "FD&C Act" shall mean the United States Federal Food, Drug and
          Cosmetic Act and applicable regulations promulgated thereunder, as
          amended from time to time.

     1.9  "Field" shall mean the Interventional Radiology and Vascular Surgery
          marketplace.

     1.10 "BIOLITEC" Technology" shall mean all know how, technology, patents,
          trade secrets, processes, data, methods and any physical, chemical or
          biological material or other information that BIOLITEC owns, controls
          or acquires or has or acquires a license to relating to the
          development, manufacturing, and use of Products.

     1.11 "Improvements" shall mean any improved or modified element or feature
          of BIOLITEC Technology for use in the Field made during the term of
          this Agreement which is applicable to a Product.

     1.12 "Licenses" shall mean the licenses granted to AngioDynamics pursuant
          to Section 2.1.

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                                      -3-

     1.13 "Loss" shall mean any and all damages, fines, fees, penalties,
          deficiencies, liabilities, losses and expenses, including without
          limitation, interest, reasonable expenses of investigation, court
          costs, reasonable fees and expenses of attorneys, accountants and
          other experts or other expenses of litigation or other proceedings or
          of any claim, default or assessment (such fees and expenses to include
          without limitation, all fees and expenses, including, without
          limitation fees and expenses of attorneys, incurred in connection with
          (i) the investigation or defense of any third party claims or (ii)
          successfully asserting or disputing any rights under this Agreement
          against any party hereto or otherwise).

     1.14 "Manufacturing Requirements" shall mean the requirements set forth in
          Section 3.5(a).

     1.15 "Marketing Authorization" shall mean each necessary and appropriate
          approval, where applicable, to put Products on the market in a
          particular jurisdiction in the Territory, including any applicable
          approvals from Competent Authorities.

     1.16 "Minimum Purchase Default" shall mean, as to any Product, the failure
          of AngioDynamics in a Contract Year to purchase the Minimum Quantities
          of such Product, provided that it shall not be a Minimum Purchase
          Default if such failure to purchase is to any degree due to (a)
          BIOLITEC's breach of this Agreement, (b) the failure of BIOLITEC to
          timely deliver sufficient Products complying with the Manufacturing
          Requirements to AngioDynamics or (c) either the infringement of the
          BIOLITEC Technology by any person or entity or the infringement by the
          BIOLITEC Technology of the patent rights or other proprietary rights
          of any person or entity.

     1.17 "Minimum Quantities" shall mean for each Product, the minimum number
          of units of such Product required to be purchased in a Contract Year
          by AngioDynamics, as set forth on Schedule C.

     1.18 "Packaging Specifications" shall mean the bulk, non-sterile packaging
          specifications for the Products as may be determined by BIOLITEC and
          AngioDynamics from time to time, as such specifications may be amended
          from time to time by BIOLITEC and AngioDynamics.

     1.19 "Product Specifications" shall mean the specifications for the
          Products that are attached hereto as Schedule B, as such
          specifications may be amended from time to time by mutual agreement of
          the parties, including, without limitation, such amendments as may be
          necessary to obtain any Marketing Authorizations or other approvals
          within the Territory.

     1.20 "Products" means the diode lasers and laser fibers privately labeled
          for AngioDynamics as more fully described on Schedule A hereto and
          also includes Improvements.

     1.21 "Rights" mean the right to market, sell and/or distribute a product.

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                                      -4-

     1.22 "United States" shall mean the United States of America and its
          territories and possessions.

     1.23 "Territory" shall mean the United States and Canada.

2.   GRANT OF RIGHTS

     2.1 Appointment.

     (a) Products. Subject to Section 2.1 (f), BIOLITEC hereby appoints
AngioDynamics as its exclusive (even as to BIOLITEC) distributor to market,
sell, offer for sale and distribute the Products in the Territory for the Field.
Outside the United States AngioDynamics shall have the right to sub-license the
rights granted in this Section 2.1 to (a) one or more of its Affiliates and (b)
one or more distributors, sub-distributors or dealers, provided that
AngioDynamics shall have the right to sell Products through (a) one or more of
its Affiliates and (b) one or more distributors, subdistributors or dealers
without in any such case sub-licensing the rights granted in this Section 2.1.

     (b) BIOLITEC Obligations. BIOLITEC shall not directly or indirectly,
market, promote, sell or distribute any of the Products to any third party
directly or indirectly in the Field in the Territory other than AngioDynamics.
BIOLITEC shall take all appropriate actions to prevent any distributors,
sub-distributors or dealers of the Products from marketing, selling, offering
for sale or distributing the Products in or to the Field in the Territory.
BIOLITEC shall refer all inquires from the in the Territory concerning Products
to AngioDynamics. BIOLITEC shall not discontinue the manufacturing of any
Product without the prior written consent of AngioDynamics.

     (c) ANGIODYNAMICS Obligations. ANGIODYNAMICS shall actively market the sale
of the Products with a marketing plan commensurate with the Sales Forecast for
each Contract Year. ANGIODYNAMICS shall keep BIOLITEC apprised of these
marketing plans as they become actionable.

     (d) Cooperation Concerning Improvements. BIOLITEC agrees to keep
AngioDynamics fully informed of Improvements that it develops as it pertains to
the Product.

 (e) Right of First Refusal for Improvements. Provided the appointment as
set forth in Section 2.1 (a) remains exclusive, in the event BIOLITEC develops
any Improvements which can be used for the Products, it shall provide
AngioDynamics with written notice regarding such Improvement. If AngioDynamics
desires to market and sell such Improvements, the parties shall negotiate in
good faith the price for such Improvements. If,

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                                      -5-

after six (6) months of negotiations, the parties are unable to reach an
agreement on the price, BIOLITEC shall be entitled to offer such Improvements to
any third party, but only on such terms and conditions as were offered to
AngioDynamics. If BIOLITEC offers better terms and conditions for such
Improvements to a third party, then AngioDynamics shall have a right of first
refusal on such better terms and conditions.

     (f) Loss of Exclusivity. If there is a Minimum Purchase Default as to any
Product, the exclusive licenses in Section 2.1 (a) shall thereafter be
nonexclusive. The loss of exclusivity provided for (i)in this Section 2.1 (d)
shall be the sole and exclusive remedy for a Minimum Purchase Default.

3.   MANUFACTURE AND SUPPLY OF PRODUCTS

     3.1  (a) Manufacturing. BIOLITEC shall be the exclusive manufacturer of the
          Products sold by AngioDynamics; provided, however, that if a problem
          arises with regard to Adequate Supply, then AngioDynamics shall give
          BIOLITEC written notice and thirty (30) days to cure any failure to
          provide Adequate Supply. If BIOLITEC does not cure such failure within
          such thirty (30) day period, AngioDynamics may, with notice to
          BIOLITEC, who may join in the process, take whatever steps are
          necessary, including directly contacting suppliers, to obtain the
          Products and in such event BIOLITEC shall grant a license to
          AngioDynamics or to a new supplier selected by AngioDynamics on market
          standard terms and conditions to use the BIOLITEC Technology to
          manufacture Products and shall cooperate with AngioDynamics and/or
          such new supplier to transfer manufacturing of the Products. If the
          parties are unable to agree on the terms and conditions of such
          license, the license terms and conditions shall be determined by a
          panel of arbitrators experienced in licensing matters chosen in
          accordance and acting in accordance with the Commercial Arbitration
          Rules (Expedited Procedures) of the American Arbitration Association,
          who shall specifically take into account the fact that the license is
          being granted due to BIOLITEC's inability to fulfill its obligations
          under this Agreement. In no event shall BIOLITEC subcontract its
          manufacturing obligations under this Agreement without the prior
          written consent of AngioDynamics. BIOLITEC shall only be entitled to
          two thirty (30) day cure periods pursuant to this Section 3.1 in any
          twelve month period.

     3.2  Supply Forecasts and Ordering Procedures.

     (a)  AngioDynamics shall furnish the following reports to BIOLITEC:

               (i)  non-binding annual sales forecast reports, by Product by
                    month, not later than thirty (30) days prior to the
                    beginning of each Contract Year, with the sales forecast
                    report for the Contract Years being attached hereto as
                    Schedule D; and

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                                      -6-

               (ii) non-binding quarterly sales forecast deviation reports on a
                    rolling four-quarter basis for each quarter of each Contract
                    Year.

     (b)  AngioDynamics shall submit firm orders for Products at least one
hundred eighty (180) days prior to the requested delivery date. Orders may be
submitted by fax, e-mail or US mail. BIOLITEC shall confirm each order within
ten (10) days after receipt. Confirmation shall be by mail.

     3.3  Delivery. All Products shall be shipped F.O.B. (Incoterms 2000) point
          of departure from BIOLITEC's facility in East Longmeadow, MA to such
          locations and in such manner as directed by AngioDynamics from time to
          time.

     3.4  Price and Payment Terms. The price for Products shall be as set forth
          on Schedule E. AngioDynamics shall have payment terms of 45 days after
          Invoice Date during the first six months of this agreement and thirty
          (30) days after Invoice Date thereafter. The invoice date shall in no
          event be earlier than the date of shipment. All payments to BIOLITEC
          shall be made by check and shall be made in U.S. Dollars. The price
          for Improvements shall be negotiated by the parties in good faith.

     (a)  BIOLITEC intends to maintain the pricing to AngioDynamics of PRODUCTS
as given in Exhibit E, but reserves the right to increase prices in light of
extraordinary, unusual increases to its manufacturing costs: In the event of any
price change BIOLITEC agrees to notify AngioDynamics, in writing, at least sixty
(60) days prior to the effective date of the increase. BIOLITEC agrees to honor
any orders it has accepted during the sixty day notice period.

     3.5  Quality Control and Assurance.

     (a)  BIOLITEC shall manufacture and supply the Products in an ISO certified
facility in accordance with (i) the Product Specifications, (ii) the Packaging
Specifications, (iii) current good manufacturing practices specified by any
applicable Competent Authority (collectively, "cGMPs") and (iv) all other
Applicable Laws. Furthermore, BIOLITEC warrants that all Products provided
hereunder shall be free from defect in material and workmanship at the time of
shipment to AngioDynamics.

     (b)  BIOLITEC shall be responsible for quality control of the Products and
shall perform such quality control and quality assurance testing as is necessary
or appropriate to ensure that the Products comply with the Manufacturing
Requirements.

     (c)  Each time BIOLITEC ships Products to AngioDynamics, it shall provide
AngioDynamics with a certificate of compliance that sets out the test results
for each lot of Products, and that certifies that the Products shipped to
AngioDynamics have been evaluated by BIOLITEC's Quality

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                                       -7-

Control/Quality Assurance department and that the Products comply with the
Manufacturing Requirements.

     (d) BIOLITEC shall permit AngioDynamics or its designated representative to
perform such audits and inspections as may be requested by AngioDynamics of the
facilities, procedures and records that are relevant to BIOLITEC's manufacturing
of Products, and to the extent reasonably obtainable by BIOLITEC, of facilities,
procedures and records that are relevant to such audits or inspections of
unaffiliated parties with responsibility for testing, analyzing, labeling or
packaging the Product.

     (e) BIOLITEC shall notify AngioDynamics of any proposed changes in critical
materials or processes which affect the form, fit or function of Products at
least ninety (90) days prior to such actions and shall not make any such change
without the prior written consent of AngioDynamics, which consent shall not be
unreasonably withheld, conditioned or delayed.

     (f) BIOLITEC shall promptly inform AngioDynamics of the results of all
visits and inspections, relating to the Product, by Competent Authorities,
including, without limitation, providing AngioDynamics with copies of all
warning letters, 483s and other correspondence with the Competent Authority.

     (g) In the event of any customer complaints regarding the Product, BIOLITEC
agrees to cooperate and assist AngioDynamics in investigating such complaints
and providing an appropriate response.

     3.6 Packaging and Trademarks.

     (a) Packaging of the Products shall comply with the Packaging
Specifications.

     (b) AngioDynamics shall be responsible for final packaging, instructions
for use and labeling of the Products.

     (c) BioLitec hereby grants an exclusive, royalty free license to
AngioDynamics to use the "ELVeS" trademark connection with the promotion,
marketing, and sale of the Products. AngioDynamics may use any other trademark
or trade dress as it deems appropriate in the promotion, marketing and sale of
the Products. BIOLITEC shall the right to preview and comment on items
containing its trademarks.

4.   SERVICE AND PRODUCT WARRANTY

     4.1 At the request of AngioDynamics, BIOLITEC will provide repair service
         on the Ceralas D lasers and bill AngioDynamics based on an agreed upon
         hourly rate per unit plus materials. AngioDynamics will administer the
         service (take service

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                                      -8-

         calls, document calls and/or contacts, sell extended factory
         warranties) for the Territory.

     4.2 BIOLITEC will provide a product warranty from one year from the date of
         installation, except for promotional lasers, with AngioDynamics
         administering the warranty cards, namely having them completed,
         collected and sent to BIOLITEC, within ten (10) days of installation.

5.   MARKETING AUTHORIZATIONS; OTHER REGULATORY COMPLIANCE ISSUES

     5.1 Marketing Authorizations. BIOLITEC shall be responsible for applying
         for such Marketing Authorizations as may be necessary to market the
         Products in the Territory and in the Field. (including a 510K clearance
         to market the Products in the United States); provided, however, that
         AngioDynamics shall be free to apply for any such additional Marketing
         Authorization as it deems necessary in its sole judgment. AngioDynamics
         shall own all such additional Marketing Authorizations and agrees, for
         the term of this Agreement, to grant BIOLITEC the right to sell product
         under such additional Marketing Authorizations except in or to the
         Field, provided, however, that in the event BIOLITEC desires to sell
         product under such additional Marketing Authorizations, BIOLITEC agrees
         that AngioDynamics shall be its exclusive supplier for any finished
         kits containing the BIOLITEC optical fiber, provided that such kits are
         transferred at a reasonable price to BIOLITEC. BIOLITEC shall provide
         such assistance as may be requested by AngioDynamics in connection with
         obtaining such additional Marketing Authorizations, including, without
         limitation, providing (i) ordered Product for testing and (ii)
         requested documents and data for submission to the Competent
         Authorities. AngioDynamics shall be responsible for any sterility and
         biocompatibility testing of the Products as may be necessary in order
         to obtain such additional Marketing Authorizations.

     5.2 Compliance. AngioDynamics and BIOLITEC shall comply with all Applicable
         Laws including the provision of information by AngioDynamics and
         BIOLITEC to each other necessary for BIOLITEC and AngioDynamics to
         comply with Applicable Laws (including reporting requirements). Each
         party shall retain all records concerning the Products as may be
         required under Applicable Laws.

     5.3 Adverse Reaction Reporting. Each party shall advise the other party, by
         telephone or facsimile, within such time as is required to comply with
         Applicable Laws, after it becomes aware of any adverse reaction
         involving the Products. Such advising party shall provide the other
         party with a written report delivered by confirmed facsimile of any
         adverse reaction, stating the full facts known to it, including but not
         limited to customer name, address, telephone number, batch, lot and
         serial numbers, as required by Applicable Laws. To the extent permitted
         by Applicable Laws, AngioDynamics shall have full responsibility for
         monitoring such adverse reactions and making any reports to the
         Competent Authorities.

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     5.4 Product Recall. AngioDynamics and BIOLITEC each shall notify the other
         promptly if any Product is the subject of a recall, market withdrawal
         or correction, and the parties shall cooperate in the handling and
         disposition of such recall, market withdrawal or correction. BIOLITEC
         shall bear the cost of all recalls, market withdrawals or corrections
         of the Products; provided, however, that AngioDynamics shall pay for
         such recall, market withdrawal or correction if and to the extent
         caused by (i) the unlawful sale, promotion or distribution of the
         Products by AngioDynamics in the Territory, (ii) any unauthorized
         modification or alteration made by AngioDynamics to the Products, (iii)
         the improper sterilization or labeling of the Products, (iv) a breach
         of any representation made or warranty given in this Agreement by
         AngioDynamics, (v) mishandling of fibers during unpacking and
         repackaging of bulk fibers delivered to AngioDynamics for the purpose
         of putting into their kits, or (vi) the design of a product solely by
         AngioDynamics. AngioDynamics shall in all events be responsible for
         conducting any recalls, market withdrawals or corrections with respect
         to the Products.

6.   CONFIDENTIALITY

     6.1 Nondisclosure Obligations. During the term of this Agreement, and for a
         period of 5 years after termination hereof, each party will maintain
         all Confidential Information in trust and confidence and will not
         disclose any Confidential Information to any third party or use any
         Confidential Information for any unauthorized purpose. Each party may
         use such Confidential Information only to the extent required to
         accomplish the purposes of this Agreement. Confidential Information
         shall not be used for any purpose or in any manner that would
         constitute a violation of Applicable Laws. Confidential Information
         shall not be reproduced in any form except as required to accomplish
         the intent of this Agreement. Each party will use at least the same
         standard of care as it uses to protect proprietary or confidential
         information of its own. Each party will promptly notify the other upon
         discovery of any unauthorized use or disclosure of the Confidential
         Information.

     6.2 Exceptions. Confidential Information shall not include any information
         that:

     (a) is now, or hereafter becomes, through no act or failure to act on the
part of the receiving party, generally known or available;

     (b) is known by the receiving party at the time of receiving such
information, as evidenced by its written records;

     (c) is hereafter furnished to the receiving party by a third party, as a
matter of right and without restriction on disclosure;

     (d) is independently developed by the receiving party without any breach of
Section 6.1; .

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     (e) is the subject of a written permission to disclose provided by the
disclosing party; or

         The parties agree that the material financial terms of this Agreement
         will be considered Confidential Information of both parties. However,
         each party shall have the right to disclose the material financial
         terms of this Agreement to any potential acquirer, merger partner, or
         other bona fide potential financial partner, subject to a requirement
         to secure confidential treatment of such information or if it is
         prudent or proper to make such disclosure to comply with Applicable
         Laws or to meet Generally Accepted Accounting Principles.

     6.3 Authorized Disclosure. Notwithstanding any other provision of this
         Agreement, each party may disclose Confidential Information if such
         disclosure:

     (a) is in response to a valid order of a court or other governmental body
of any jurisdiction in the Territory or of any political subdivision thereof;
provided, however, that the responding party shall first have given notice to
the other party hereto and shall have made a reasonable effort to obtain a
protective or other appropriate form of order requiring that the Confidential
Information so disclosed be used only for the purposes for which the order was
issued;

     (b) is otherwise required by Applicable Laws; or

     (c) is otherwise necessary to file or prosecute patent applications,
prosecute or defend litigation or comply with Applicable Laws or otherwise
establish rights or enforce obligations under this Agreement, but only to the
extent that any such disclosure is necessary.

7.   INTELLECTUAL PROPERTY

     7.1 Ownership of Intellectual Property. BIOLITEC shall retain all of its
         rights, title and interest in and to all BIOLITEC Technology.

     7.2 Infringement of Third Party Patents and Rights. BIOLITEC represents
         that to the best of BIOLITEC's knowledge, the manufacture, marketing,
         sale, distribution and use of the Products does not and will not
         infringe any United States or foreign patent or other proprietary
         rights held by any third party. If a third party asserts that a patent
         or other proprietary right owned by it is infringed by the manufacture,
         marketing, sale, distribution or use of a Product, the party against
         whom such a claim was asserted shall provide the other party with
         notice of such claim within fifteen (15) days. BIOLITEC agrees to
         undertake the sole and complete defense, at its sole cost and expense,
         of any such claim -through counsel of its choice and control the
         settlement of any such claim. In case of any such claims, BIOLITEC
         shall promptly, at its sole discretion and own cost, either (i) procure
         for AngioDynamics the right to continue distributing and using such
         Product, or (ii) replace the same with a comparable non-infringing non-

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                                      -11-

         violating Product, or modify the Product so that it becomes
         non-infringing and non-violating. If BIOLITEC fails to take such
         action, AngioDynamics shall be entitled to do so and BIOLITEC shall
         promptly reimburse AngioDynamics for pre-agreed upon expenses it
         incurs, including without limitation reasonable attorneys' fees and
         expenses.

8.   TERM AND TERMINATION OF AGREEMENT; RENEWAL RIGHTS

     8.1 Term. This Agreement shall commence on the Effective Date, and issuance
         of the Initial Purchase Order, as described in Exhibit C, and terminate
         on the fifth (5) anniversary thereafter, unless terminated sooner as
         provided in Section 8.

     8.2 Termination For Material Breach. If either party is in material breach
         of any obligation hereunder, the party contending there is a breach
         (the charging party) may give written notice to the accused party of
         the nature of the breach and shall provide thirty (30) days after the
         giving of such notice for the breach to be cured to the reasonable
         satisfaction of the charging party. If such breach is not cured to the
         reasonable satisfaction of the charging party, the charging party by
         notice to the accused party shall have the right to immediately
         terminate this Agreement.

     8.3 Termination for Insolvency. If either party (1) is dissolved (other
         than pursuant to a consolidation, amalgamation or merger); (2) becomes
         insolvent or is unable to pay its debts or fails or admits in writing
         its inability generally to pay its debts as they become due; (3) makes
         a general assignment, arrangement or composition with or for the
         benefit of its creditors; (4) institutes or has instituted against it a
         proceeding seeking a judgment of insolvency or bankruptcy or any other
         relief under any bankruptcy or insolvency law or other similar law
         affecting creditors' rights, or a petition is presented for its.
         winding-up or liquidation, and, in the case of any such proceeding or
         petition instituted or presented against it, such proceeding or
         petition (A) results in a judgment of insolvency or bankruptcy or the
         entry of an order for relief or the making of an order for its
         winding-up or liquidation or (B) is not dismissed, discharged, stayed
         or restrained in each case within 30 days of the institution or
         presentation thereof; (5) has a resolution passed for its winding-up,
         official management or liquidation (other than pursuant to a
         consolidation, amalgamation or merger); (6) seeks or becomes subject to
         the appointment of an administrator, provisional liquidator,
         conservator, receiver, trustee, custodian or other similar official for
         it or for all or substantially all of its assets or has a distress,
         execution, attachment, sequestration, or other legal process levied,
         enforced or sued on or against all or substantially all of its assets
         and such secured party maintains possession, or any such process is not
         dismissed, discharged, stayed or restrained, in each case within 30
         days thereafter; (8)causes or is subject to any event with respect to
         it which, under the applicable laws of any jurisdiction, has an
         analogous effect to any of the events specified in clauses (1) to (7)
         (inclusive); or (9) takes any action in furtherance of, or indicating
         its consent to, approval of, or acquiescence in, any

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                                      -12-

         of the foregoing acts, than the other party shall have the right to
         immediately terminate this Agreement without giving prior notice or any
         right to cure.

     8.4 Accrued Rights. Termination or expiration of this Agreement shall not
         affect any accrued rights of either party.

     8.5 Effect Of Termination. Upon termination of this Agreement for any
         reason, other than for lack of payment of ordered and received Product,
         AngioDynamics shall be permitted to sell off existing inventory for one
         (1) year following the termination date, provided, however that
         BIOLITEC shall be given a right of first refusal to purchase the
         existing inventory on the same terms and conditions as to any third
         party bona fide purchaser. AngioDynamics shall in any event be entitled
         to continue to provide consumables to its customers of record for the
         lasers. In the event of a termination due to a material breach by
         AngioDynamics, AngioDynamics agrees not to sell lasers or fibers other
         than the existing inventory sell off for a period of one (1) year
         following said existing inventory sell off. In no event shall this
         period extend beyond two (2) years following the date of termination.

     8.6 Surviving Obligations; Termination or expiration of this Agreement
         shall not relieve either party of its obligations under Sections 6,7,8
         and 9.

     8.7 Renewal Option. This Agreement may be renewed for additional five (5)
         year terms by the mutual written consent of the parties.

     8.8 Remedies Not Exclusive. Except in the event of a Minimum Purchase
         Default, rights and remedies set forth herein shall not be exclusive
         and shall be in addition to any and all rights and remedies available
         to either party upon termination of this Agreement.

9.   INDEMNIFICATION AND INSURANCE

     9.1 Indemnification by BIOLITEC. BIOLITEC agrees to indemnify and hold
         AngioDynamics harmless from and against any and all Loss that
         AngioDynamics may incur to the extent that such Loss arises out of or
         results from (i) a breach of any representation or warranty or
         agreement given in this Agreement by BIOLITEC, or (ii) the injury,
         illness or death of any person which arises out of or relates to the
         manufacture or the design of Products.

     9.2 Indemnification by AngioDynamics. AngioDynamics agrees to indemnify and
         hold BIOLITEC harmless from and against any and all Loss that BIOLITEC
         may incur to the extent that such Loss arises out of or results from
         (i) the unlawful sale, promotion and distribution of the Products by
         AngioDynamics in the Territory, (ii) any unauthorized modification or
         alteration made by AngioDynamics to the Products, (iii) the improper
         sterilization or labeling of the Products, (iv) a breach of any
         representation made or warranty given in this Agreement by
         AngioDynamics, (v) mishandling of fibers during unpacking and
         repackaging of bulk fibers

<PAGE>

                                      -13-

              delivered to AngioDynamics for the purpose of putting into their
              kits, or (vi) the design of a product solely by AngioDynamics.

       9.3    Indemnification Procedure. The party seeking indemnification (the
              "Indemnified Party") shall (i) give the other party (the
              "Indemnifying Party") notice of the relevant claim, (ii) cooperate
              with the Indemnifying Party, at the Indemnifying Party's expense,
              in the defense of such claim, and (iii) give the Indemnifying
              Party the right to control the defense and settlement of any such
              claim, provided however that the Indemnifying Party shall not
              enter into any settlement that affects the Indemnified Party's
              rights or interests without the Indemnified Party's prior written
              approval, such approval not to be unreasonably withheld,
              conditioned or delayed.

       9.4    Insurance. Each party shall carry comprehensive general liability
              insurance of a type as may be necessary to protect their interests
              and fulfill their obligations under this Agreement in an amount of
              at least three million dollars (US $3,000,000) per occurrence
              during the term of this Agreement and for a period of three (3)
              years after the expiration or termination of this Agreement. Upon
              request, each party shall provide the other party with a
              certificate of insurance evidencing the minimum coverage required
              by this Section 9.4. For greater certainty, this Section 8.4 shall
              not limit the liability of either party pursuant to this
              Agreement.

10.    REPRESENTATIONS AND WARRANTIES

       10.1   Representation and Warranties of BIOLITEC. BIOLITEC hereby
              represents and warrants as follows:

       (a) Corporate Power. BIOLITEC is duly organized and validly existing
under the laws of the State of New Jersey and has full corporate power and
authority to enter into this Agreement and to carry out the provisions hereof.

       (b) Due Authorization. BIOLITEC is duly authorized to execute and deliver
this Agreement and to perform its obligations hereunder.

       (c) Binding Agreement, No Conflict. This Agreement is a legal and valid
obligation binding upon BIOLITEC and is enforceable in accordance with its
terms. The execution, delivery and performance of this Agreement by BIOLITEC
does not conflict with, violate or give any person or entity rights under, any
agreement, instrument or understanding, oral or written, to which it is a party
or by which it or its assets may be bound or affected, nor does it violate any
Applicable Laws.

       10.2   Representations and Warranties of AngioDynamics. AngioDynamics
              hereby represents and warrants as follows:

<PAGE>

                                      -14-

       (a) Corporate Power. AngioDynamics is duly organized and validly existing
under the laws of Delaware and has full corporate power and authority under
Applicable Laws to enter into this Agreement and to carry out the provisions
hereof.

       (b) Due Authorization. AngioDynamics is duly authorized to execute and
deliver this Agreement and to perform its obligations hereunder.

       (c) Binding Agreement, No Conflict. This Agreement is a legal and valid
obligation binding upon AngioDynamics and is enforceable in accordance with its
terms. The execution, delivery and performance of this Agreement by
AngioDynamics does not conflict with, violate or give any person or entity
rights under, any agreement, instrument or understanding, oral or written, to
which it is a party or by which it or its assets may be bound or affected, nor
does it violate any Applicable Laws.

11.    ASSIGNMENT

       11.1   Non-Assignment. Except as set forth in Section 11.2, neither party
              shall assign its rights or delegate its duties under this
              Agreement without the prior written consent of the other party.

       11.2   Exception. Notwithstanding Section 11.1, each party may assign
              this Agreement to any successor by merger or sale of substantially
              all of its assets.

       11.3   Assignment or Delegation Null and Void. Any attempted assignment
              or delegation in contravention of this Article shall be void and
              of no effect.

       11.4   Benefits and Binding Nature of Agreement. In the case of any
              permitted assignment of this Agreement, this Agreement or the
              relevant provisions shall be binding upon, and inure to the
              benefit of, the successors, executors, heirs, representatives,
              administrators and assigns of the parties hereto.

12.    MISCELLANEOUS

       12.1   Entire Agreement and Amendments. This Agreement, together with any
              exhibits and schedules attached and referenced herein, embodies
              the final, complete and exclusive understanding between the
              parties, and replaces all previous agreements, understandings or
              arrangements between the parties with respect to its subject
              matter. No modification or waiver of any terms or conditions
              hereof, nor any representations or warranties shall be of any
              force or effect unless such modification or waiver is in writing
              and signed by an authorized officer of each party hereto.

<PAGE>

                                      -15-

12.2   Press Release. All press releases concerning the relationship between
       AngioDynamics and BIOLITEC are subject to the approval of both parties,
       not to be unreasonably withheld, provided that neither party is precluded
       by this Section 12.2 from taking any action to comply with Applicable
       Laws.

12.3   Notice. All notices concerning this Agreement shall be in writing and
       shall be deemed to have been received (a) two (2) days after being
       properly sent by commercial overnight courier, or (b) one (1) day after
       being transmitted by confirmed facsimile, in each case addressed to the
       address below:

       If to BIOLITEC:

               515 Shaker Road
               East Longmeadow, MA 01028

               Attention: Kelly Moran, COO

               Telephone: (413) 525-0600
               Facsimile: (413) 525-0611

       If To AngioDynamics:

               603 Queensbury Avenue
               Queensbury, New York 12804

               Attention: Eamonn Hobbs, President and CEO

               Telephone: (518) 798-1215
               Facsimile: (518) 798-3625

12.4   Waiver. Any waiver (express or implied) by either party of any default or
       breach of this Agreement shall not constitute a waiver of any other or
       subsequent default or breach.

12.5   Severability. In the event that any provision of this Agreement shall be
       unenforceable or invalid under any Applicable Laws or be so held by
       applicable court decision, such enforceability or invalidity shall not
       render this Agreement unenforceable or invalid as a whole, and, in such
       event, such provision shall be changed and interpreted so as to best
       accomplish the objectives of such unenforceable or invalid provision
       within the limits of Applicable Laws or applicable court decisions.

12.6   Rights and Remedies Cumulative. Except as expressly provided herein, the
       rights and remedies provided in this Agreement shall be cumulative and
       not exclusive of any other rights and remedies provided by law or
       otherwise.

<PAGE>

                                      -16-

       12.7   Independent Contractors. Each party shall act as an independent
              contractor under the terms of this Agreement. Neither party is,
              nor shall it be deemed to be, an employee, agent, co-venturer,
              partner or legal representative of the other for any purpose.
              Neither party shall be entitled to enter into any contracts in the
              name of, or on behalf of the other, nor shall either party be
              entitled to pledge the credit of the other in any way or hold
              itself out as having authority to do so.

       12.8   Captions and Section References. The section headings appearing in
              this Agreement are inserted only as a matter of convenience and in
              no way define, limit, construe or describe the scope or extent of
              such section or in any way affect such section.

       12.9   Counterparts. This Agreement may be executed in counterparts with
              the same force and effect as if each of the signatories had
              executed the same instrument.

       IN WITNESS WHEREOF, the parties have each caused this Agreement to be
signed and delivered by their duly authorized representatives as of the date
first written above.

                                         BIOLITEC, Inc.

                                         By: /s/ [Illegible]
                                             ------------------------------
                                         Title: COO
                                                ---------------------------
                                         AngioDynamics Inc.

                                         By:  /s/ Eamonn P. Hobbs
                                             ------------------------------
                                         Title: President & CEO
                                                ---------------------------

<PAGE>

                                      -17-

                   Supply and Distribution Agreement Schedules

Schedule A: Products

Schedule B: Product Specifications

Schedule C: Minimum Quantities (units)

Schedule D: Sales Forecast

Schedule E: Product Pricing

<PAGE>

                                      -18-

                              Schedule A: Products

1. Ceralas(R) D15 980 nm laser

2. Ceralas(R) D 810 nm laser

3. 600 micron optical fiber for laser transmission

<PAGE>

                                      -19-


                       Schedule B: Product Specifications

                     Product 1: Ceralas(R) D15 980 nm laser

PRODUCT DEFINITION

Laser Type                      Integrated GaAIAs Semiconductor laser arrays

Wavelength                      980nm

Output Power                    15 Watts (must be minimum of 15 W)

Power Range                     1-15W

Increments                      1W

Operating modes                 Continuous, Pulsed

Pulse Duration ON/OFF           0.01 to 99.9 seconds

Aiming Beam                     635nm; 4mW

Cooling                         Air cooled

Weight                          15 lbs (9kg)

Dimensions                      14" x 9" x 7"

Power Requirements              110/220v

<PAGE>

                                      -20-

PRODUCT 1 DRAWING



                                    [DRAWING]

<PAGE>

                                      -21-


                      Product 2: Ceralas(R) D 810 nm laser

PRODUCT DEFINITION

Laser Type                      Integrated GaAIAs Semiconductor laser arrays

Wavelength                      810nm

Output Power                    15 Watts (must be minimum of 15 W)

Power Range                     1-15W

Increments                      1W

Operating modes                 Continuous, Pulsed

Pulse Duration ON/OFF           0.01 to 99.9 seconds

Aiming Beam                     635nm; 4mW

Cooling                         Air cooled

Weight                          15 lbs (9kg)

Dimensions                      14" x 9" x 7"

Power Requirements              110/220v

<PAGE>

                                      -22-


PRODUCT 2 DRAWING



                                    [DRAWING]

<PAGE>

                                      -23-

                            Product 3: Optical Fiber

PRODUCT DEFINITION

Fiber Type                                Fused Silica Optical Fiber

Core Diameter                             600um

Tip Design                                Bare fiber with polished open tip

Fiber Proximal Connector to laser         Standard SMA connector

<PAGE>

                                      -24-

PRODUCT 3 DRAWING

                                    [DRAWING]

<PAGE>

                                      -25-

                     Schedule C: Minimum Quantities (Units)

Contract Year minimums are as follows:

Minimums- IR and VS combined

<TABLE>
<S>               <C>              <C>              <C>               <C>              <C>
Optical Fiber     Contract Year    Contract Year    Contract Year     Contract Year    Contract Year
                        1                2                3                 4                5

Minimums          *** units        *** units        *** units         *** units        *** units

Ceralas@ Laser     Contract Year    Contract Year    Contract Year     Contract Year    Contract Year
                        1                2                3                 4                5

Minimums              *** Units        *** Units        *** Units         *** Units        *** Units
</TABLE>

Upon signing of this Agreement an Initial Purchase order shall be placed for
sixteen (16) lasers and two thousand twelve (2012) disposable fiber packages of
which ten (10) lasers are for promotional use and six (6) are against the
contract Year 1 Minimum Quantity. Of the 2012 disposable fiber packages, six
hundred (600) disposable fiber packages will be delivered within six (6) weeks,
seven hundred six (706) will be delivered on July 1, 2002, and seven hundred six
(706) will be delivered on October 1, 2002 as required to warrant private
labelled fiber packages.

________________
*** Confidential material redacted and filed separately with the Commission.

<PAGE>

                                      -26-

                           Schedule D: Sales Forecasts

Contract Year Sales Forecasts are as follows:

Sales Forecast - IR and VS combined

<TABLE>
<S>                <C>                <C>                <C>                 <C>                <C>
Optical Fiber      Contract Year      Contract Year      Contract Year       Contract Year      Contract Year
                         1                 2                 3                   4                  5

Forecast           *** Units          *** Units          *** Units           *** Units          *** Units

Ceralas(R)Laser     Contract Year      Contract Year      Contract Year       Contract Year      Contract Year
                         1                 2                 3                   4                  5

Forecast ***           *** Units          *** Units          *** Units           *** Units          *** Units
</TABLE>

______________
*** Confidential material redacted and filed separately with the Commission.

<PAGE>

                                      -27-

                           Schedule E: Product Pricing

F.O.B. East Longmeadow, MA

The pricing will be as follows:

     (a) Pricing for the Ceralas D15 980 nm laser or Ceralas D15 810 nm laser
for the initial 30 units will be $*** each. This reflects a reduction in price
to-cover the 10 promotional lasers purchased within this initial group.

     (b) After the initial 30 units are purchased, pricing for the Ceralas D 980
nm laser or Ceralas D 810 nm laser will be based on quantity tiered levels for a
given order:

                 1 - 50 units                             $ ***

                 51 - 99 units                            $ ***

                 100 - 199 units                          $ ***

                 200 + units                              $ ***

     (c) Pricing for the laser fibers: $*** each.

     (d) Pricing for sterilized laser fibers: $*** each. This requires purchase
and delivery of the minimum *** fibers before December 30, 2002. AngioDynamics
to provide labeling for the sterilized packaging.

_______________
*** Confidential material redacted and filed separately with the Commission.