Exhibit 10.2

                         SECURED CONVERTIBLE BRIDGE NOTE

         NEITHER THESE  SECURITIES NOR THE SECURITIES  ISSUABLE UPON  CONVERSION
         HEREOF  HAVE BEEN  REGISTERED  WITH THE UNITED  STATES  SECURITIES  AND
         EXCHANGE COMMISSION OR THE SECURITIES  COMMISSION OF ANY STATE OR UNDER
         THE SECURITIES  ACT OF 1933, AS AMENDED.  THE SECURITIES ARE RESTRICTED
         AND MAY NOT BE  OFFERED,  RESOLD,  PLEDGED  OR  TRANSFERRED  EXCEPT  AS
         PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION  REQUIREMENTS  THEREOF
         OR  EXEMPTION  THEREFROM.  ADDITIONALLY,  THIS  NOTE MAY NOT BE SOLD OR
         TRANSFERRED WITHOUT THE PRIOR WRITTEN CONSENT OF DIOMED HOLDINGS, INC.

$___________                                                          No.  ____


                              DIOMED HOLDINGS, INC.

              SECURED CONVERTIBLE BRIDGE NOTE DUE AUGUST ____, 2004

         FOR VALUE RECEIVED,  DIOMED HOLDINGS, INC., a corporation organized and
existing under the laws of the State of Delaware (the "COMPANY") hereby promises
to pay to  ____________________________________________,  having its  address at
____________________________________________or  its assigns  (the  "HOLDER"  and
together with the other holders of Secured  Convertible  Bridge Notes due August
____,  2004 issued  pursuant to the  Securities  Purchase  Agreement (as defined
below),  the "HOLDERS"),  the principal sum of _____________  and 00/100 Dollars
($__________________)  on August  ____,  2004 (the  "MATURITY  DATE") and to pay
simple interest on the principal sum  outstanding  from time to time as provided
for herein in arrears at the rate of 8% per annum,  calculated on the basis of a
360-day  year and the number of days  elapsed  (but in no event in excess of the
maximum rate  permitted by  applicable  law) upon the Maturity  Date or the date
when the Company  elects to redeem this Note in full prior to the Maturity  Date
pursuant  to Section 3.  Interest  shall  commence to accrue on this Note on the
first such  business day to occur after the date hereof and shall  continue on a
daily basis  until  payment in full of the  principal  sum has been made or duly
provided  for or  until  the  full  outstanding  amount  of this  Note  has been
converted in accordance with the provisions hereof.

         This  Note  is one of  the  Secured  Bridge  Notes  referred  to in the
Securities Purchase Agreement, dated as of August 8, 2003, among the Company and
the  Investors  (as defined  therein)  (the  "SECURITIES  PURCHASE  AGREEMENT").
Capitalized  terms used  herein  without  definition  shall have the  respective
meanings given to them in the Securities  Purchase  Agreement.  By acceptance of
this  Note,  the  Holder  accepts  the  terms  and  conditions  set forth in the
Securities  Purchase  Agreement  and  irrevocably  agrees  to be bound  thereby,
including without limitation the appointment and authorization of the Designated
Note Investor pursuant to (i) Section 2 of the Patent Security Agreement,  dated
as of August ___, 2003, by and among



<PAGE>

Diomed,  the Note Investors named therein and the Designated Note Investor named
therein  (the  "PATENT  SECURITY  AGREEMENT"),  (ii)  Section 6 of the  Security
Agreement,  dated as of August ___,  2003, by Diomed in favor of the  Designated
Note Investor named therein for the benefit of the Secured Parties named therein
(the  "SECURITY  AGREEMENT")  and (iii)  Section  5 of the  Second  Amended  and
Restated  Pledge  Agreement,  dated as of August ___, 2003 by Diomed in favor of
the  Designated  Lender named therein and the  Designated  Note Investor for the
benefit of the Secured  Parties  named  therein  (the  "PLEDGE  AGREEMENT").  In
addition to the  provisions of the  Securities  Purchase  Agreement,  the Patent
Security Agreement,  the Security Agreement and the Pledge Agreement,  this Note
is subject to the following additional provisions:

         1.  TRANSFER  RESTRICTIONS.  This  Note  has  been  issued  subject  to
investment  representations  of the  original  purchaser  hereof  and may not be
transferred or exchanged  without the prior written  consent of the Company.  In
the event of any proposed transfer of this Note to which the Company has granted
its  consent,  the Company may  require,  prior to issuance of a new Note in the
name of such other person,  that it receive  reasonable  transfer  documentation
including  legal  opinions that the issuance of the Note in such other name does
not and will not cause a violation of the Securities Act or any applicable state
or foreign  securities  laws. Prior to due presentment for transfer of this Note
to which the Company has consented, the Company and any agent of the Company may
treat the person in whose  name this Note is duly  registered  on the  Company's
Note Register as the owner hereof for the purpose of receiving payment as herein
provided and for all other  purposes,  whether or not this Note be overdue,  and
neither  the  Company  nor any such  agent  shall be  affected  by notice to the
contrary.

         2. CONVERSION OF NOTES. The outstanding principal amount of, and unpaid
accrued  interest  on,  this Note shall be  converted  into shares of the Common
Stock upon the  delivery of this Note by the Holder at the Tranche II Closing at
a conversion price (the "Conversion Price") equal to the Share Purchase Price to
be paid by  Holders  of the  Secured  Bridge  Notes at the  Tranche  II  Closing
pursuant to Section 2(a)(ii) of the Securities  Purchase  Agreement and pursuant
to the following terms and conditions:

                  (i) The  conversion  of this Note into Common  Stock shall not
         occur  unless and until the Company has  obtained  the  approval of its
         stockholders  to the  issuance of Common Stock upon the  conversion  of
         this Note.

                  (ii) The  conversion of this Note shall be deemed to have been
         effected  as of the  delivery  of this Note on the  Tranche  II Closing
         Date.  At the time such  conversion  has  occurred,  the  rights of the
         Holder as a holder of this Note shall cease and shall be deemed to be a
         right to receive  the Common  Stock,  and the Holder  shall  become the
         holder of record of the Common  Stock.  If the Holder of this Note does
         not deliver this Note for  conversion  of the Tranche II Closing,  then
         the  Company may redeem this Note by issuing to the Holder of this Note
         that number of  Investors'  Shares as shall  equal (A) the  outstanding
         principal  amount of, and unpaid  accrued  interest on, this Note,  (B)
         divided .08.

                  (iii) The issuance of  certificates  for Common Stock shall be
         made without charge to the Holders of this Note for any issuance tax in
         respect thereof (so long as such certificates are issued in the name of
         the record  holder of such shares of this Note) or other cost  incurred
         by the  Company in  connection  with such  conversion  and the  related
         issuance of Common Stock.



                                       2
<PAGE>

                  (iv) Upon  conversion of this Note, the Company shall take all
         such actions as are  necessary in order to ensure that the Common Stock
         shall be validly issued,  fully paid and nonassessable,  free and clear
         of all taxes (other than any taxes  relating to any dividends paid with
         respect thereto),  liens,  charges and encumbrances with respect to the
         issuance thereof.

                  (v) The Corporation shall assist and cooperate with any holder
         of such shares required to make any governmental  filings or obtain any
         governmental  approval prior to or in connection with any conversion of
         such  shares  hereunder  (including,  without  limitation,  making  any
         filings required to be made by the Company).

                  (vi) When  converted,  this Note shall be cancelled  and shall
         not be held in treasury or otherwise be available for reissuance.

                  (vii)  In   determining   amounts   of   Common   Stock,   the
         determination of the Company shall be final,  absent manifest error. No
         fractional  shares of Common Stock or scrip  representing  fractions of
         shares will be issued on conversion, but the number of issued shares of
         Common Stock shall be rounded to the nearest whole share.

         3.  DIVIDENDS,  SPLITS,  ETC. If, at any time while any portion of this
Note remains outstanding, the Company effectuates a stock split or reverse stock
split of its Common Stock or issues a dividend on its Common Stock consisting of
shares  of  Common  Stock or  otherwise  recapitalizes  its  Common  Stock,  the
Conversion Price shall be equitably  adjusted to reflect such action.  By way of
illustration,  and  not in  limitation,  of  the  foregoing  (i) if the  Company
effectuates  a 2:1 split of its Common  Stock,  thereafter,  with respect to any
conversion for which the Company issues the shares after the record date of such
split,  the Conversion  Price shall be deemed to be one-half of what it had been
calculated  to  be  immediately  prior  to  such  split;  (ii)  if  the  Company
effectuates a 1:10 reverse split of its Common Stock,  thereafter,  with respect
to any  conversion for which the Company issues the shares after the record date
of such reverse split,  the Conversion Price shall be deemed to be the amount of
such Conversion Price calculated immediately prior to the record date multiplied
by 10; and (iii) if the Company declares a stock dividend of one share of Common
Stock  for  every  10  shares  outstanding,  thereafter,  with  respect  to  any
conversion for which the Company issues the shares after the record date of such
dividend,  the  Conversion  Price  shall  be  deemed  to be the  amount  of such
Conversion Price calculated  immediately prior to such record date multiplied by
a fraction,  of which the numerator is the number of shares for which a dividend
share  will be issued  and the  denominator  is such  number of shares  plus the
dividend share(s) issuable or issued thereon.

         4. PAYMENT AT MATURITY.  That portion of the  principal  amount of this
Note which is outstanding  on the Maturity Date shall be payable,  together with
accrued  interest  thereon as provided  herein,  on the Maturity Date by payment
accordance  with  Section 8. All  payments  made hereon  shall be applied  first
towards accrued interest and second to the principal amount hereof.



                                       3
<PAGE>

              5. NO IMPAIRMENT.  No provision of this Note shall alter or impair
the obligation of the Company,  which is absolute and unconditional,  to convert
this Note into Common Stock in the manner as herein  prescribed.  This Note is a
direct obligation of the Company.

              6. SECURITY;  GUARANTY. The Holder of this Note has the benefit of
certain  security  provided to it as a Secured  Party under the Patent  Security
Agreement as provided  therein.  The Holder of this Note also has the benefit of
the Acknowledgement  and Unconditional  Guaranty of Diomed, Inc. set forth below
the Company's signature on this Note, as provided therein.

              7.  ADJUSTMENT FOR MERGER OR  REORGANIZATION,  ETC. In case of any
consolidation,  share  exchange  or merger of the Company  with or into  another
entity or person, or the conveyance of all or substantially all of the assets of
the Company to another entity or person (each, an "Extraordinary  Transaction"),
this Note shall  thereafter be convertible into the kind and number of shares of
stock or other  securities  or  property,  if any, to which a holder of the same
number of Investors'  Shares into which this Note would have been  converted (if
this Note had been converted on the business day immediately  preceding the date
on which the Extraordinary  Transaction  occurred) would have been entitled upon
such event; and, in any such case,  adjustment shall be made to this Note, as is
appropriate  for the  circumstances,  to the end that the  provisions  set forth
herein  shall  be  thereafter  applicable,   as  nearly  as  reasonably  may  be
practicable,  in relation to any shares of stock,  securities or other  property
thereafter  deliverable upon the conversion of this Note. The provisions of this
Section 7 shall similarly apply to successive Extraordinary Transactions.

              8. MANNER OF PAYMENT. All payments  contemplated hereby to be made
"in cash" shall be made by wire transfer of immediately  available funds in such
coin or  currency  of the United  States of America as at the time of payment is
legal tender for payment of public and private  debts.  All payments of cash and
each delivery of shares of Common Stock  issuable to the Holder as  contemplated
hereby  shall be made to the  Holder to an account  designated  by the Holder to
Diomed and if the Holder has not  designated  any such  accounts  at the address
last  appearing on the Note  Register of Diomed as  designated in writing by the
Holder  from time to time;  except that the Holder may  designate,  by notice to
Diomed, a different  delivery  address for any one or more specific  payments or
deliveries.

              9. HOLDER ACKNOWLEDGEMENTS. The Holder of this Note, by acceptance
hereof,  agrees that this Note is being  acquired for  investment  and that such
Holder will not offer,  sell or otherwise  dispose of this Note or the Shares of
Common Stock  issuable upon  conversion  thereof  except in compliance  with the
terms of the Securities  Purchase  Agreement and the Investors' Rights Agreement
and under  circumstances  which will not result in a violation of the Securities
Act or any applicable state Blue Sky or foreign laws or similar laws relating to
the sale of securities.

              10.   GOVERNING   LAW,  ETC.   With  respect  to  governing   law,
jurisdiction and waiver of Jury trial:

              (a) THIS NOTE SHALL BE GOVERNED  BY AND  CONSTRUED  IN  ACCORDANCE
WITH  THE  LAWS OF THE  STATE  OF NEW YORK  APPLICABLE  TO  AGREEMENTS  MADE AND
PERFORMED ENTIRELY WITHIN SUCH STATE.



                                       4
<PAGE>

              (b) ANY LEGAL ACTION OR  PROCEEDING  WITH RESPECT TO THIS NOTE MAY
BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK  SITTING IN NEW YORK  COUNTYOR
OF THE UNITED STATES FOR THE SOUTHERN  DISTRICT OF SUCH STATE.  BY THE COMPANY'S
EXECUTION AND DELIVERY OF THIS NOTE AND BY THE HOLDER'S ACCEPTANCE OF THIS NOTE,
EACH OF THE  COMPANY AND THE HOLDER  CONSENTS,  FOR ITSELF AND IN RESPECT OF ITS
PROPERTY,  TO THE  NON-EXCLUSIVE  JURISDICTION OF THOSE COURTS,  AND IRREVOCABLY
WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON
THE GROUNDS OF FORUM NON  CONVENIENS,  WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY ACTION OR  PROCEEDING  IN SUCH  JURISDICTION  IN RESPECT OF THIS
NOTE OR OTHER DOCUMENT RELATED THERETO.  FURTHER, BY THE COMPANY'S EXECUTION AND
DELIVERY OF THIS NOTE AND BY THE HOLDER'S  ACCEPTANCE OF THIS NOTE,  EACH OF THE
COMPANY AND THE HOLDER  WAIVES  PERSONAL  SERVICE OF ANY  SUMMONS,  COMPLAINT OR
OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH
STATE.

              (c) BY THE  COMPANY'S  EXECUTION  AND DELIVERY OF THIS NOTE AND BY
THE HOLDER'S  ACCEPTANCE OF THIS NOTE, EACH OF THE COMPANY AND THE HOLDER HEREBY
EXPRESSLY  WAIVES  ANY RIGHT TO TRIAL BY JURY OF ANY  CLAIM,  DEMAND,  ACTION OR
CAUSE OF ACTION  ARISING  UNDER  ANY  INVESTMENT  DOCUMENT  (AS  DEFINED  IN THE
SECURITIES  PURCHASE  AGREEMENT)  OR IN ANY WAY  CONNECTED  WITH OR  RELATED  OR
INCIDENTAL  TO THE DEALINGS OF THE COMPANY AND THE HOLDER OR ANY OTHER HOLDER OF
NOTES  OR  ANY  OF  THEM  WITH  RESPECT  TO  ANY  TRANSACTION  DOCUMENT  OR  THE
TRANSACTIONS  RELATED  THERETO,  IN EACH CASE  WHETHER NOW EXISTING OR HEREAFTER
ARISING,  AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE;  AND EACH OF THE
COMPANY AND THE HOLDER HEREBY  AGREES AND CONSENTS THAT ANY SUCH CLAIM,  DEMAND,
ACTION OR CAUSE OF ACTION  SHALL BE DECIDED BY COURT TRIAL  WITHOUT A JURY,  AND
THAT THE COMPANY,  THE HOLDER AND ANY PARTY TO THE OTHER  TRANSACTION  DOCUMENTS
MAY FILE AN ORIGINAL  COUNTERPART  OR A COPY OF THIS  SECTION  WITH ANY COURT AS
WRITTEN  EVIDENCE OF THE CONSENT OF THE COMPANY,  THE HOLDER OR ANY OTHER HOLDER
OF NOTES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

         11. DEFAULT. The following shall constitute an "Event of Default":

              (a) Diomed  fails in the payment of  principal or interest on this
Note as required  hereunder and the same shall continue for a period of five (5)
days; or

              (b) Any of the representations or warranties made by Diomed or the
Company in this Note or in the other Investment Documents, or in any certificate
or other material written statement  heretofore or hereafter furnished by Diomed
or the Company in connection with the execution and delivery of this Note or the
other  Investment  Documents  shall have been or shall be false or misleading in
any material respect at the time made; or



                                       5
<PAGE>

                  (c) Diomed or the Company shall fail to perform or observe, in
any material respect, any covenant,  term,  provision,  condition,  agreement or
obligation under this Note or the other Investment  Documents,  and such failure
shall continue  uncured for a period of thirty (30) days after written notice of
such failure from the Holder; or

                  (d) The voluntary or judicial  dissolution  or  termination of
the Company or Diomed; or

                  (e) The  Company  or Diomed  shall (i)  admit in  writing  its
inability  to pay  its  debts  as they  become  due;  (ii)  file a  petition  in
bankruptcy or for  reorganization  or for the adoption of an agreement under the
Bankruptcy Code; (iii) make an assignment for the benefit of its creditors; (iv)
have  commenced  against it a  proceeding  for the  appointing  of a receiver or
trustee for all or a substantial  part of its property which is not dismissed or
stayed  for a period  of 30  days;  (v)  allow  the  assumption  of  custody  or
sequestration by a court of competent  jurisdiction of all or a substantial part
of its property;  (vi) suffer an attachment on all or a substantial  part of his
property or (vii) take any action in furtherance of the foregoing;  inability to
pay its debts generally as they mature; or

                  (f) Any  declared  default of the Company or Diomed  under any
Indebtedness  that  gives  the  holder  thereof  the  right to  accelerate  such
Indebtedness,  and such  Indebtedness is in fact accelerated by the holder.  The
term  "INDEBTEDNESS"  means  indebtedness  for borrowed money  outstanding in an
amount in excess of $500,000.

Then, or at any time thereafter,  and in each and every such case, at the option
and in the  discretion  of, in the case of Events of Default  under  Subsections
11(b) and (c), the Holders holding at least twenty five (25%) of the outstanding
principal amount of the Secured Bridge Notes may declare this Note and the other
outstanding Secured Bridge Notes,  together with all accrued and unpaid interest
thereon, to be immediately due and payable, without presentment, demand, protest
or notice of any  kinds,  all of which are  hereby  expressly  waived,  anything
herein  or  in  any  note  or  other  instruments   contained  to  the  contrary
notwithstanding,  and the Holders  holding at least twenty five percent (25%) of
the  outstanding  principal  amount of the Secured Bridge Notes may  immediately
enforce any and all of the Holder's  rights and remedies  provided herein or any
other  rights  or  remedies  afforded  by law.  Further,  then,  or at any  time
thereafter, and in each and every such case, at the option and in the discretion
of, in the case of Events of Default  under  Subsections  11(a) and (d)  through
(f), any individual Holder, may declare this Note, together with all accrued and
unpaid interest thereon, to be immediately due and payable, without presentment,
demand,  protest  or notice of any  kinds,  all of which  are  hereby  expressly
waived,  anything  herein or in any note or other  instruments  contained to the
contrary notwithstanding, and such Holder may immediately enforce any and all of
the Holder's rights and remedies provided herein or any other rights or remedies
afforded by law.

              12. NO RIGHTS AS A  STOCKHOLDER.  Nothing  contained  in this Note
shall be construed as conferring upon the Holder the right to vote or to receive
dividends  or to consent or receive  notice as a  shareholder  in respect of any
meeting  of  shareholders  or any  rights  whatsoever  as a  shareholder  of the
Company, unless and to the extent converted in accordance with the terms hereof.



                                       6
<PAGE>

              13.  AMENDMENT.  This  Note  may be  amended  only by the  written
consent of Holder of this Note and the Company.

              14. WAIVERS AND CONSENTS.  No waivers or consents in regard to any
provision  of this Note may be given  other  than by an  instrument  in  writing
signed by the Holder.


                            [Signature page follows.]


<PAGE>



              IN  WITNESS   WHEREOF,   the  Company  has  caused  this   Secured
Convertible  Bridge  Note to be  duly  executed  by an  officer  thereunto  duly
authorized.

Dated:  August ____, 2003

                                       DIOMED HOLDINGS, INC.


                                       By:
                                          -----------------------------------
                                          James A. Wylie, Jr.
                                          Chief Executive Officer


            ACKNOWLEDGMENT AND UNCONDITIONAL GUARANTY BY DIOMED, INC.

         Diomed,  Inc.  ("Guarantor"),  a wholly-owned  subsidiary of the Diomed
Holdings,  Inc.  (the  "Company"),  hereby  acknowledges  that  it has  received
valuable  consideration  from the  making  of this  Note by  virtue  of  certain
proceeds therefrom being contributed by the Company to the Guarantor.  Guarantor
hereby absolutely and  unconditionally  guarantees to the Holder full and prompt
payment and performance (and not merely collection) of the Company's obligations
when due,  whether  at  maturity  or  earlier  by  reasons  of  acceleration  or
otherwise,  of the debts,  liabilities,  and  obligations  under this Note. This
Guaranty  shall remain in force and be binding upon the Guarantor for so long as
any  indebtedness,  liabilities  or other  obligations  under  this Note  remain
unsatisfied  by the  Company.  This  Guaranty  shall  not be  terminated  by any
renewals,  extensions or refinancings of this Note, and shall be binding against
the Guarantor by the Holder and any successor or assign of the Holder. Guarantor
hereby waives all defenses,  except the defense of discharge by payment in full.
The liability of Guarantor under this Guaranty shall be direct and immediate and
not conditional or contingent upon the pursuit of any remedies against any other
person, nor against securities or liens available to the Holder. In the event of
the Company's  default or breach of the Note, the Holder shall have the right to
enforce its rights,  powers,  and remedies  under the Note and  hereunder in any
order,  and all rights,  powers,  and  remedies  available to the Holder in such
event shall be  nonexclusive  and  cumulative of all other rights,  powers,  and
remedies  provided  thereunder  or hereunder  or by law or in equity.  No act or
thing need occur to establish the liability of the Guarantor  hereunder,  and no
act or thing, except full payment and discharge of all debts,  liabilities,  and
obligations  contained in the Note,  shall in any way exonerate the undersigned,
or modify,  reduce,  limit, or release the requirements  herein of the Guarantor
hereunder.

                                           DIOMED, INC.


                                           By:
                                               ------------------------------
                                               James A. Wylie, Jr.
                                               Chief Executive Officer