EXHIBIT 10.1
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                  CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the "Agreement") is entered
into by and between DOBI Medical International, Inc., a Delaware corporation
with its principal place of business located at 1200 MacArthur Blvd., Mahwah,
NJ, 07430, ("Company") and Brian Vodicka., whose principal address is 1311
Spyglass Drive, Austin, TX 78746 (Receiving Party").

     In consideration of Company's disclosure of Confidential Information (as
defined below) to Receiving Party, which each party acknowledges to be good and
valuable consideration for Receiving Party's obligations hereunder, Company and
Receiving Party hereby agree as follows:

1.   The sole and limited purpose for which the disclosures hereunder are being
     made is for Receiving Party is in preparation for Receiving Party to be
     nominated to the Board of Directors of Company (the "Business Purpose").

2.   Receiving Party understands that Company's Confidential Information may be
     considered material, non-public information under U.S. federal and state
     securities laws and either party could be found in violation thereof if it
     takes advantage of such information by (a) trading in the other party's or
     any other party's stock, or (b) furnishing information to others in
     connection with the trading of such stock. It is further acknowledged that
     DOBI Medical is a public reporting issuer and, as such, subject to a broad
     range of U.S. federal and state food and drug laws and federal and state
     securities laws including, without limitation, prohibitions against
     selective disclosure of material, non-public information pursuant to
     Regulation FD. It is thereby understood and agreed that DOBI Medical is
     relying on this acknowledgement herein with respect to the confidential
     treatment regarding all of the Confidential Information which Receiving
     Party may obtain from DOBI Medical or develop on behalf of DOBI Medical.

3.   "Confidential Information" means nonpublic information of the Company that
     should reasonably be understood by the Receiving Party, because of legends
     or other markings, the circumstances of disclosure, or because of the
     nature of the information itself, to be proprietary and confidential to the
     Company, an affiliate of the Company or a third party, and includes,
     without limitation, information relating to the Company's, its affiliate's
     or a third party's business (including, without limitation, proposals,
     business plans, financial information, customer and prospect lists and
     information, personnel information and contract information), properties,
     methods of operation, software (including, without limitation, source code,
     specifications, data, works in process, alpha and beta versions, design
     documents and documentation), trade secrets, inventions, discoveries,
     know-how and other intellectual property. Confidential Information also
     includes such non-public information that was disclosed by the Company to
     Receiving Party prior to the date hereof in connection with the Business
     Purpose hereof, as well as information currently provided and to be
     provided during the term of this Agreement. Confidential Information may be
     disclosed in written or other tangible form (including on magnetic or
     optical media) or by electronic, oral, visual or other means.

4.   Receiving Party understands and acknowledges that such Confidential
     Information disclosed to the Receiving Party has been developed or obtained
     by the Company by the investment of significant time, effort, and expense,
     and that such Confidential Information provides the Company with a
     significant competitive advantage in its business. Therefore, the Receiving
     Party hereby covenants not to misappropriate or use the Confidential
     Information for any reason other than the specified Business Purpose,
     including without limitation for personal or commercial gain, for a period
     of two (2) years from the date of disclosure or on the date of Receiving
     Party's last correspondence or contact in person, phone or electronic media
     to Company, whichever is later. The foregoing notwithstanding, any
     Confidential Information


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     that is designated as a "trade secret" shall be kept confidential by the
     Receiving Party for as long as it remains a trade secret under New York
     law.

5.   Except as provided in Section 6, Receiving Party will, and will so direct
     its Representatives (as defined below), not to disclose to any person the
     fact that any evaluations, investigations, discussions, or negotiations are
     taking place concerning a proposed or possible business relationship, or
     any of the terms, conditions, identity of the names of any party's
     employees or Representatives involved, or other facts thereto, or comment
     on rumors thereon, including the status thereof, unless in the written
     opinion of counsel, such disclosure is required by law and then only with
     as much prior written notice to the other party as is practical under the
     circumstances. The term "person" as used will be interpreted broadly to
     include, without limitation, any corporation, partnership, other entity or
     individual. All such matters shall be deemed part of the other party's
     Confidential Information.

6.   Without the clear and express prior written consent of a duly authorized
     representative of the Company, Receiving Party agrees to hold in strict
     confidence and not to disclose or reveal Confidential Information received
     hereunder to any person except for Receiving Party's employees, directors,
     counsel, agents and advisors (collectively "Representatives") who are
     required to have such Confidential Information in order to perform their
     functions in connection with the limited purpose of this Agreement. Each
     permitted Representative to whom Confidential Information is disclosed
     shall adhere to all aspects of this Agreement. Receiving Party further
     agrees not to use any of the Confidential Information received hereunder
     except for the Business Purpose(s) set forth in Section 1 hereof.

7.   Receiving Party will not copy, alter, modify, dissemble, reverse engineer,
     or decompile any Confidential Information received from the Company without
     the prior written consent of the Company. Receiving Party agrees to return
     to the Company all materials received from Company, together with any
     copies that may have been made, promptly upon the request of the Company
     or, if not requested earlier, promptly after the purpose(s) for which they
     were furnished have been accomplished or abandoned. At such time, Receiving
     Party agrees to return to the Company or destroy any materials prepared by
     Receiving Party that incorporate any Confidential Information.

8.   In the event Receiving Party or anyone to whom Receiving Party supplies the
     Confidential Information receives a request under the terms of a subpoena
     or order issued by, or in conjunction with litigation pending with a court
     of competent jurisdiction or a governmental body to disclose all or any
     part of the Confidential Information, Receiving Party agrees, to the extent
     lawful, to (a) immediately notify the Company of the existence, terms and
     circumstances surrounding such a request; (b) consult with Company on the
     advisability of taking legally available steps to resist or narrow such
     request; (c) if disclosure of such Confidential Information is required,
     furnish only that portion of the Confidential Information which, in the
     opinion of counsel, Receiving Party is required to disclose; and (d) use
     its best efforts to permit the Company at the Company's expense to obtain
     an order or other reliable assurance that confidential treatment will be
     accorded to such portion of the disclosed Confidential Information which
     the Company so designates.

9.   Intentionally Omitted.

10.  Confidential Information shall not include information that (a) is now or
     later becomes generally known (other than as a result of Receiving Party's
     breach of this Agreement); (b) was developed by Receiving Party prior to
     this Agreement and is evidenced by Receiving Party's own tangible records;
     (c) Receiving Party lawfully obtains from any third party who has lawfully
     obtained such information; or (d) is later published or generally disclosed
     to the public by DOBI Medical. Receiving Party shall bear the burden of
     showing that any of the foregoing exclusions applies to any such
     information.

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11.  Nothing contained in this Agreement shall be construed as creating any
     obligation on the part of either party to enter into a business
     relationship with the other party, or any obligation to refrain from
     entering into a business relationship with any third party, except as set
     forth herein. Nothing contained in this Agreement shall be construed as
     creating a joint venture, partnership or employment relationship between
     Company and Receiving Party, it being understood that Disclosing and
     Receiving Party are independent contractors vis-a-vis one another. Except
     as specified herein, no party shall have the right, power, or implied
     authority to create any obligation or duty, express or implied, on behalf
     of any other party hereto.

12.  The Confidential Information provided hereunder is provided "AS IS, WHERE
     IS." Company makes no kind of warranties or representations in connection
     with such Confidential Information, and hereby specifically disclaims all
     other expressed or implied warranties, including the implied warranties of
     merchantability and fit for a particular use or purpose.

13.  This Agreement sets forth the entire understandings and agreements of the
     parties with respect to the subject matter hereof and supersedes all other
     oral or written representations and understandings. This Agreement may not
     be amended or modified, except in writing signed in advance by authorized
     representatives of Company and Receiving Party. No waiver of any term or
     condition or of any breach hereof shall be deemed a waiver of similar or
     dissimilar provisions or conditions at the same or at any prior or
     subsequent time. The formation, interpretations, and performance of this
     contract shall be governed by the laws of the State of New York, without
     regard to the conflicts of law rules of such state. Nothing herein shall be
     interpreted as guaranteeing or otherwise assuring Consultant's continued
     employment with DOBI Medical. Breach of the terms hereof may give rise to
     irreparable harm, and it is agreed that enforcement of the terms hereof may
     be by means of injunction or other equitable remedy (without having to post
     a bond or other surety), in addition to any other remedies available. This
     Agreement shall be binding upon and inure to the benefit of the parties and
     their respective heirs, successors and assigns. The parties agree to accept
     service of process at its principal office or residence, and agree to the
     personal jurisdiction, forum, and venue to be held in the applicable
     federal and state courts in New York, NY.

14.  Each party warrants and represents that it has carefully read and
     understood this Agreement, and each party acknowledges receipt of a copy
     hereof. Each person executing this Agreement warrants and represents by
     his/her signature that he or she has the authority to enter into this
     Agreement on behalf of the person, firm, or corporation, set forth below.

IN WITNESS WHEREOF, duly authorized representatives of the parties have executed
this Agreement as of August 24, 2004.


DOBI Medical International, Inc.               Receiving Party


By: /s/ Phillip C. Thomas                      By: /s/ Brian Vodicka
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Phillip C. Thomas                              Brian Vodicka
Chief Executive Officer