Exhibit 10.2


                                                               EXECUTION VERSION


                                LICENSE AGREEMENT


         THIS  AGREEMENT (the  "Agreement")  is made and entered into as of July
11, 2003, by and between:

         ENDOLASER  ASSOCIATES,  L.L.C.,  a Delaware limited  liability  company
having its principal  place of business at c/o Luis Navarro,  M.D. 327 East 65th
Street, New York, New York 10021(hereinafter referred to as the "Licensor"); and

         DIOMED,  INC., a Delaware  corporation  having its  principal  place of
business at One Dundee Park, Andover,  Massachusetts  (hereinafter together with
its Affiliates referred to as the "Licensee").

         WHEREAS,  Licensor is the owner of an undivided interest in U.S. Patent
No.  6,398,777  (the "`777  Patent")  entitled  "Endovascular  Laser  Device and
Treatment of Varicose Veins," and related patent rights relating to a device and
method for closing  veins using a laser,  having  acquired all right,  title and
interest therein from the Endolaser Inventors;

         WHEREAS,  Licensee has previously  acquired  exclusive  rights from Dr.
Robert  J.  Min,  an owner of an  undivided  interest  in the `777  Patent,  and
Licensee  desires to acquire an exclusive  license  under  Licensor's  undivided
interest  in the `777 Patent and  counterpart  patent  applications  in order to
secure all remaining rights in those Patents;

         NOW, THEREFORE,  in consideration of the promises and the covenants set
forth herein, Licensor and Licensee agree as follows:

         1. DEFINITIONS

         The following  definitions  shall apply in the  interpretation  of this
Agreement.

         1.1  "Affiliate"  of any company  means any  corporation  or individual
which, directly or indirectly,  controls or is controlled by, or is under direct
or indirect  common  control with,  such  company;  and for the purposes of this
definition "control" (including "control by" and "under common control with") as
used with  respect to any  corporation  or company,  shall mean the  possession,
directly or  indirectly,  of the power to direct or cause the  direction  of the
management and policies of such corporation or company, through the ownership of
more than 50% of the voting shares.

         1.2 "Calendar Quarter" means any of the respective  three-month periods
occurring  during the Term of this Agreement ending March 31, June 30, September
30, or December 31 in any year.

         1.3  "Effective  Date" shall mean the date of the  Agreement  set forth
above.



<PAGE>

         1.4  "Endolaser  Inventors"  shall mean each of Dr. Luis  Navarro,  Dr.
Nestor Navarro,  Dr. Carlos Bone Salat and Dr. Joaquina  Fructuoso  Gomez,  said
individuals  being all of the inventors  named in the `777 Patent other than Dr.
Robert J. Min.

         1.5  "EVLT  Kit"  shall  mean  a  package  of two  or  more  disposable
accessories for use in endovenous laser treatment using the Technology including
but not limited to optical fiber,  percutaneous needle,  guide wire,  introducer
sheath and/or other components;  provided,  however that a single such component
sold for use in a Licensed  Method shall also be deemed an EVLT Kit; and FURTHER
PROVIDED, that sales of optical fibers sold separately shall not be deemed to be
"EVLT Kits".

         1.6 "EVLT  Laser"  shall mean a laser for  endovenous  laser  treatment
using the Technology,  including,  but not limited to the 15 watt,  810nm Diomed
Diode laser or any equivalent  laser  developed or  substituted  for same in the
future for Licensee's  endovenous laser treatment  (EVLT(TM)) products using the
Technology;  PROVIDED,  that parts for repairing or services for repairing  EVLT
Lasers sold by Licensee shall not be deemed to be "EVLT Lasers."

         1.7 "EVLT Optical Fiber" shall mean optical fiber sold for use together
with an EVLT Kit or an EVLT Laser or otherwise for use in a Licensed Method.

         1.8 "Fixed  Payments"  shall mean the  payments  to be made to Licensor
pursuant to Section 5.1(a) and 5.1(b).

         1.9  "Funding   Date"  shall  mean  the  date  on  which  Licensee  has
consummated  one or more  financings  with one or more third  parties with gross
proceeds before expenses of at least Eight Million ($8,000,000.00) Dollars.

         1.10  "Improvement"   shall  mean  any  improvement,   modification  or
variation,  whether  or  not  patentable,  in or to  the  Technology,  which  is
developed by Licensor or any of the  Endolaser  Inventors,  whether now known to
them or developed after the Effective Date of this Agreement.

         1.11  "Interest  Rate" shall mean the prime rate,  as  published in THE
WALL STREET JOURNAL,  as the same shall be in effect from time to time, plus 200
basis points, divided by 360.

         1.12  "Interest  Factor" shall mean, for each Patent  Litigation  Cost,
Patent  Maintenance Cost or Patent  Prosecution Cost, and for each Fixed Payment
and royalty payment,  the amount of such cost,  expense or payment multiplied by
(x) the  Interest  Rate and (y) the  number  of days  elapsed  since the date of
payment of such cost,  expense or payment by or on behalf of the Licensee to the
person to whom such amount is due.

         1.13 "Licensed  Product" shall mean the EVLT Lasers,  the EVLT Kits and
any other product or part thereof,  including  EVLT Optical  Fibers,  for use in
endovenous laser treatment using the Technology;

         1.14  "Licensed  Method"  shall  mean any  method of  endovenous  laser
treatment using the Technology.



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<PAGE>


         1.15 "Licensed Territory" shall mean all the countries of the world and
their territories and possessions except Spain.

         1.16 "Licensee"  shall include its Affiliates and their  successors and
assigns.

         1.17 "Lump Sum" means a fixed amount of money,  whether  payable in one
or in more  than  one  installments,  not tied to  sales  or  other  measure  of
commercial activity.

         1.18 "Net Sales" shall mean the Receipts of Licensee or its  Successors
(but not the gross revenues of Sublicensees)  from the sale, lease,  transfer or
other  exploitation  of EVLT Lasers,  EVLT Kits or EVLT Optical Fibers after the
Funding Date to any person other than an Affiliate of Licensee,  Licensor or any
of the Endolaser  Inventors or to Dr.  Robert Min for his personal  professional
use, less, in each case, the following  reasonable and customary  charges to the
extent actually taken or paid by Licensee for:

                  (a)      transportation and insurance charges;

                  (b)      trade,   quantity,   case   promotional   and   other
                           discounts;

                  (c)      brokers' or agents  commissions  paid to  independent
                           parties in arms-length transactions;

                  (d)      credits  or  allowances   given  and  on  account  of
                           rejects, returns or retroactive price reductions;

                  (e)      taxes   or   governmental   charges   on  the   sale,
                           transportation, use, or delivery of EVLT Lasers, EVLT
                           Kits or EVLT Optical  Fibers and not  recovered  from
                           the purchaser; and

                  (f)      sales  commissions  to  independent  and direct sales
                           representatives arising from the sale of EVLT Lasers,
                           EVLT Kits or EVLT Optical Fibers.

All sales,  transfers  and other  transactions  between  Licensee and any of its
Affiliates  for  purposes  of the  direct or  indirect  resale or other  further
exploitation of EVLT Lasers, EVLT Kits or EVLT Optical Fibers to or with respect
to a Third Party shall be excluded from the  computation of Net Sales,  provided
that,   Net  Sales  shall  include  all  Receipts  from  such  resale  or  other
exploitation to or with respect to Third Parties other than Sublicensees  (which
shall be  governed  by  Section  5.7).  For the  avoidance  of  doubt,  sales or
transfers of EVLT Lasers, EVLT Kits or EVLT Optical Fiber to potential customers
or to independent sales representatives for demonstration  purposes shall not be
deemed to generate Net Sales.

         1.19 "OEM Sale" shall mean any sale of EVLT  Lasers,  EVLT Kits or EVLT
Optical  Fiber by  Licensee  to a purchaser  under an  agreement  where the EVLT
Lasers,  EVLT Kits or EVLT Optical Fiber are delivered  without  Licensee's logo
and the purchaser has the right to separately  brand the EVLT Lasers,  EVLT Kits
or EVLT  Optical  Fiber  with  its  own  name  or  logo  (or a name or logo  not
associated with Licensee or its Affiliates) and actually does so.



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<PAGE>

         1.20 "Patent Litigation Costs" shall mean, without duplication, any and
all costs and expenses  actually paid to commence and thereafter to maintain any
legal proceeding before a court, other tribunal or administrative  agency having
proper jurisdiction over the assertion of patent claims or rights or arbitration
against an alleged or actual  infringer under any of the Patents,  including the
defense of any claims of  invalidity  or misuse of any of the  Patents,  whether
asserted as a counterclaim in any such action or proceeding or in an independent
action  or  proceeding.   Patent  Litigation  Costs  shall  not  include  Patent
Maintenance Costs or Patent Prosecution Costs.

         1.21 "Patent  Maintenance Costs" shall mean, without  duplication,  all
costs and expenses  actually paid to maintain any of the Patents,  including any
taxes,  annuities,  working  fees,  maintenance  fees and renewal and  extension
charges with respect to any of the Patents.  Patent  Maintenance Costs shall not
include any Patent Prosecution Costs or Patent Litigation Costs.

         1.22 "Patent  Prosecution Costs" shall mean, without  duplication,  all
costs and  expenses  actually  paid to obtain the issuance of any of the Patents
based upon applications or other documents filed by Licensor or Licensee. Patent
Prosecution  Costs  shall  not  include  Patent   Maintenance  Costs  or  Patent
Litigation Costs.

         1.23 "Patents" shall mean all patents and patent applications set forth
on  ATTACHMENT  A,  both  foreign  and  domestic,   as  well  as  continuations,
continuations-in-part,  divisionals,  reexaminations,  reissues  and  extensions
thereof.

         1.24  "Receipts"  shall  mean  monies  or the  monetary  value of other
consideration to the extent actually received by Licensee.

         1.25 "Quarter"  shall mean each of the  three-month  periods  occurring
during the Term of this Agreement and ending on March 31, June 30,  September 30
and December 31; PROVIDED,  that if the Funding Date occurs on a date other than
the first day of a Quarter,  the initial Quarter shall be the period  commencing
on the  Funding  Date and  ending  on the last day of the  Quarter  in which the
Funding Date occurs.

         1.26  "Sublicensee"  shall  mean any  person or  entity,  other than an
Affiliate of Licensee or a distributor of Licensee,  that acquires from Licensee
any license or right to practice any of the Patents.

         1.27  "Technology"  shall mean any device or method covered by the '777
Patent and any Improvements.

         1.28 "Term" shall mean the period  commencing on the Effective Date and
ending on the  effective  date of  termination  of this  Agreement  pursuant  to
Article 6.

         1.29 "Third Party" shall mean any person or entity other than Licensor,
Licensee and Licensor's or Licensee's respective Affiliates.

         1.30  "United  States"  shall mean the United  States of  America,  its
commonwealths and possessions.



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<PAGE>

2.       GRANT OF LICENSE

         2.1 Subject to the terms and  conditions  of this  Agreement,  Licensor
hereby  grants to Licensee the exclusive  right and license to make,  have made,
use,  lease,  sell,  import  and export  Licensed  Products  and to perform  the
Licensed Methods and practice the Technology in the Licensed Territory,  and, to
grant  sublicenses  or  rights  to  practice  to do  the  same.  The  choice  of
Sublicensee(s)  and the terms and  conditions  of  sublicense(s)  and  rights to
practice  that  Licensee may grant under this  Agreement  shall be in Licensee's
sole discretion.

         2.2 Licensee will provide  Licensor with copies of all  sublicense  and
right to practice agreements within ten (10) business days of their execution by
Licensee and Sublicensee.

         2.3 Licensee shall and shall require its Sublicensee(s) to fully comply
with the patent marking  provisions of the applicable laws of those countries in
the  Licensed  Territory in which  Licensee or its  Sublicensees  sell  Licensed
Products or perform Licensed Methods.

3.       DILIGENCE

         3.1  Licensee  shall use  commercially  reasonable  efforts to actively
market and sell Licensed  Products  consistent with the practices of the medical
device industry in the United States and to enforce the Patents.

4.       PATENT PROSECUTION AND LITIGATION

         4.1  Licensee  shall be solely  responsible  for  prosecution,  foreign
filing and  maintenance  of the Patents in the Licensed  Territory and shall pay
all costs and expenses associated  therewith,  subject to recoupment as provided
below in this  Agreement.  Licensor  agrees to perform all such further acts and
execute all such further applications, documents and instruments relating to the
Patents and the prosecution and maintenance  thereof, in the Licensed Territory,
as  Licensee  may  from  time to time  reasonably  request  in order to file and
prosecute patent  applications and to obtain,  perfect,  provide evidence for or
protect the Patents and  Licensee's  rights  thereunder.  In  furtherance of the
foregoing,  Licensor  hereby  exclusively  appoints  Licensee  to  execute  such
applications,  documents and instruments in Licensor's name and on its behalf as
its duly  authorized  agent and  attorney-in-fact  and,  except as  provided  in
Section  4.3,  this  appointment  shall be deemed to be a power  coupled with an
interest and shall be  irrevocable  during the Term.  Licensee  shall confirm to
Licensor  upon  Licensor's  request,  no less  frequently  than  annually,  that
Licensee has duly paid all maintenance fees in connection with the Patents.

         4.2 All costs and expenses  incurred by Licensee in  furtherance of its
activities  under Section 4.1,  including  Patent  Maintenance  Costs and Patent
Prosecution Costs, shall be promptly paid by Licensee;  PROVIDED,  that Licensee
shall  have the right to recoup  Patent  Maintenance  Costs in  accordance  with
Section 5.8(a).

         4.3 Licensee  shall not take any action or omit to take any action that
could result in the  abandonment  of any Patent  without  providing  Licensor at
least sixty (60) days' prior written notice and  sufficient  opportunity to take
such steps as may be  necessary  to avoid  abandonment  of any such  Patent.  If
Licensee purports to take any such action or omits to take any such action,



                                       5
<PAGE>

and Licensor gives Licensee notice of its desire to avoid such  abandonment with
respect thereto, the appointment of Licensee as Licensor's duly authorized agent
and attorney-in-fact  pursuant to Section 4.1 shall be deemed revoked as to such
Patent from and after the date of such notice by Licensor to Licensee.

         4.4  Licensor  shall not take any action or omit any action which could
result in the  abandonment  of any Patent  without  providing  Licensee at least
sixty (60) days' prior written  notice and  sufficient  opportunity to take such
steps as may be necessary to avoid abandonment of any Patent.

         4.5 If any action alleging invalidity or non-infringement of any of the
Patents is brought by a third party against Licensor or any Endolaser  Inventor,
Licensor  shall provide  notice  thereof to Licensee and Licensee shall have the
right to  intervene  and take over the sole  defense of the action and to assert
claims on  behalf of  Licensor  and  Licensee  at its own  expense,  subject  to
Licensor's  obligation to indemnify  under Section 7.5.  Licensor  shall provide
Licensee  written  notice of any such claim,  proceeding  or suit as promptly as
practicable but in no event later than ten (10) days after Licensor's receipt of
notice thereof.

         4.6 (a) Licensor  will promptly  inform  Licensee of any act by a Third
Party  which  it  believes  is an  infringement  of a  Patent  in  the  Licensed
Territory.

              (b)  Licensee  shall have the sole right to enforce the Patents in
the Licensed  Territory and to settle and/or  litigate the matter with the Third
Party infringer.

              (c) If  Licensee  chooses  to enforce  any Patent  against a third
party  infringer,  by commencement  and  maintenance of an infringement  action,
Licensee shall pay all Patent  Litigation  Costs. Any monetary recovery (whether
by  settlement,  award or  judgment)  received  by  Licensee  as a result  of an
infringement  claim or counterclaim  by Licensee  against a Third Party shall be
allocated as follows:

                           First,  to  Licensee  until  an  amount  equal to all
                  Patent Litigation Costs, together with the applicable Interest
                  Factors thereon, has been recouped in full; and

                           Second,  as to  all  amounts  of  any  such  monetary
                  recovery  that are  allocable  on the basis of date of sale or
                  other  transfer  to the period of time up to and  through  the
                  Funding  Date,   [*CONFIDENTIAL  MATERIAL  OMITTED  AND  FILED
                  SEPARATELY   WITH  THE  SECURITIES  AND  EXCHANGE   COMMISSION
                  PURSUANT  TO A REQUEST  FOR  CONFIDENTIAL  TREATMENT]  of such
                  amounts shall be retained by Licensee; and

                           Third,  as  to  all  amounts  of  any  such  monetary
                  recovery  that are  allocable  on the basis of date of sale or
                  other  transfer to the period of time after the Funding  Date,
                  such  amounts   shall  be  paid  to  Licensor  and   Licensee,
                  respectively,  as if any such  amount  that is a fixed  amount
                  were a Lump  Sum  payment  from  a  Sublicensee  and as if any
                  future royalties or similar contingent  payments  constituting
                  part of the  recovery  or  settlement  were  royalties  from a
                  Sublicensee, all as provided in Section 5.7.



                                       6
<PAGE>

              (d) Licensor and the Endolaser  Inventors  consent to being joined
in the  action as  interested  parties,  and will  perform  all acts  reasonably
necessary to assist in said  enforcement  at Licensee's  expense.  Licensor will
charge Licensee no more than $3,500 per day for the services of Dr. Luis Navarro
plus  all his  reasonable  travel  expenses  in  connection  with  such  action.
Endolaser  will charge no more than  $1,000 per day for the  services of each of
the  other  Endolaser   Inventors  plus  their  reasonable  travel  expenses  in
connection with such action, which travel expenses shall be subject to the prior
written  consent of Licensee if they exceed $500.00 in any one instance,  not to
be  unreasonably  withheld.  Licensor  shall  maintain and make  available  upon
Licensee's or its attorneys request all relevant records,  papers,  information,
samples, and the like relating to the Patents.


5.       PAYMENT PROVISIONS AND REPORTING OBLIGATIONS

         As complete consideration in respect of payments for the rights granted
by Licensor to Licensee hereunder,  Licensee will make the following payments to
Licensor:

         5.1 (a)  Licensee  shall  pay to  Licensor  One  Million  Five  Hundred
Thousand  Dollars  ($1,500,000.00)  upon the  earlier to occur of three (3) days
after (i) the Funding Date, and (ii) September 15, 2003.

              (b) Licensee shall make ten quarterly  payments to Licensor of Two
Hundred Fifty Thousand Dollars ($250,000) each on the first business day of each
of the ten (10) Quarters following the Quarter in which the Funding Date occurs,
until such quarterly  payments total Two Million Five Hundred  Thousand  Dollars
($2,500,000.00).  For the  avoidance of doubt,  if the Funding Date occurs on or
prior to September 15, 2003,  the first  quarterly  payment  referred to in this
Section will be payable on October 1, 2003.

         5.2 After  satisfaction  of the  conditions  that the Funding  Date has
occurred and that the amount  payable  under  Section  5.1(a) has become due and
payable,  Licensee's  payment  obligation under Section 5.1(b) shall be absolute
and  irrevocable and the payments set forth in Section 5.1(b) shall be guarantee
payments of Licensee not subject to any  abatement,  set-off or  recoupment  and
shall be payable to Licensor irrespective of the abandonment or lapse of any one
or more of the Patents,  any determination by a court of competent  jurisdiction
that any Patent is invalid or unenforceable and any termination of the Agreement
pursuant to Article 6.

         5.3 Subject to Section 5.8,  Licensee  shall pay Licensor  royalties of
[*CONFIDENTIAL  MATERIAL  OMITTED AND FILED  SEPARATELY  WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] percent on
Net Sales of EVLT  Lasers  sold for  delivery  in the  United  States  after the
Funding Date.

         5.4 Subject to Section 5.8,  Licensee  shall pay Licensor  royalties on
Net Sales of EVLT Kits sold for delivery in the United  States after the Funding
Date according to the following schedule:



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<PAGE>

         Cumulative Net Sales of EVLT Kits Sold for
           DELIVERY IN THE U.S., PER QUARTER                    ROYALTY RATE

[*CONFIDENTIAL  MATERIAL  OMITTED AND FILED  SEPARATELY  WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

         5.5  (a)  Subject  to  Section  5.8,  Licensee  shall  pay to  Licensor
royalties  of  [*CONFIDENTIAL  MATERIAL  OMITTED AND FILED  SEPARATELY  WITH THE
SECURITIES  AND  EXCHANGE  COMMISSION  PURSUANT  TO A REQUEST  FOR  CONFIDENTIAL
TREATMENT]  percent on Net Sales of EVLT Lasers sold for delivery outside of the
United States after the Funding Date.

              (b)  Subject  to  Section  5.8,  Licensee  shall  pay to  Licensor
royalties  on Net Sales of EVLT Kits sold for  delivery  outside  of the  United
States after the Funding Date according to the following schedule:

         Cumulative Net Sales of EVLT Kits Sold for
           DELIVERY OUTSIDE THE U.S., PER QUARTER               ROYALTY RATE

[*CONFIDENTIAL  MATERIAL  OMITTED AND FILED  SEPARATELY  WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

(c)  Subject  to  Section  5.8,  Licensee  shall pay to  Licensor  royalties  of
[*CONFIDENTIAL  MATERIAL  OMITTED AND FILED  SEPARATELY  WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] percent on
Net Sales of OEM EVLT Lasers after the Funding Date.

(d) Subject to Section  5.8,  Licensee  shall pay to Licensor  royalties  on Net
Sales of OEM EVLT  kits  after  the  Funding  Date  according  to the  following
schedule:

         CUMULATIVE NET SALES OF OEM EVLT KITS, PER QUARTER     ROYALTY RATE

[*CONFIDENTIAL  MATERIAL  OMITTED AND FILED  SEPARATELY  WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

         5.6   Subject  to  Section   5.8,   Licensee   shall  pay  to  Licensor
[*CONFIDENTIAL  MATERIAL  OMITTED AND FILED  SEPARATELY  WITH THE SECURITIES AND
EXCHANGE COMMISSION PURUSANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] percent of
the Net Sales of EVLT  Optical  Fiber in any  Quarter  after the  Funding  Date;
provided,  however,  that  notwithstanding  the  foregoing,  the royalty on EVLT
Optical Fiber sold by Licensee in an OEM Sale shall be at the rates set forth in
Section 5.5(d).



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<PAGE>

         5.7 Licensee shall pay to Licensor  [*CONFIDENTIAL MATERIAL OMITTED AND
FILED  SEPARATELY  WITH THE  SECURITIES  AND EXCHANGE  COMMISSION  PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] percent of all payments received in the form
of Lump Sum payments from Sublicensees after the Funding Date and Licensee shall
pay to Licensor  [*CONFIDENTIAL  MATERIAL  OMITTED AND FILED SEPARATELY WITH THE
SECURITIES  AND  EXCHANGE  COMMISSION  PURSUANT  TO A REQUEST  FOR  CONFIDENTIAL
TREATMENT]  percent of all royalties received from Sublicensees on Sublicensees'
sales of EVLT Lasers,  EVLT Kits and EVLT  Optical  Fiber made after the Funding
Date.

         5.8 The payments provided for in Section 5.3 through 5.7 are subject to
the following:

              (a) Licensee may deduct on an ongoing  basis from any payments due
under Section 5.3 through 5.7 all Patent Maintenance Costs.

              (b)  After  such  time  as  Licensee  has  paid  to  Licensor  the
cumulative amount of  [*CONFIDENTIAL  MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE  COMMISSION  PURSUANT TO A REQUEST FOR  CONFIDENTIAL
TREATMENT]  (including  all Fixed Payments and all royalties paid under Sections
5.3 through  5.7),  the  royalties set forth in Sections 5.3 through 5.6 and the
allocation of  Sublicensees'  Lump Sum payments and royalties  under Section 5.7
shall be reduced by  [*CONFIDENTIAL  MATERIAL  OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE  COMMISSION  PURSUANT TO A REQUEST FOR  CONFIDENTIAL
TREATMENT],  beginning  as of the first day of the Quarter in which such amounts
have been cumulatively paid.

              (c) In  the  event  that  the  `777  Patent  is  held  invalid  or
unenforceable  by a court of competent  jurisdiction,  which holding has not and
cannot be further appealed, royalties on sales by Licensee or its Sublicensee in
the United  States on and after the date of such holding  shall cease to accrue.
Royalties  accrued  before  the date of said  holding  shall  remain  payable as
provided in this  Agreement.  Licensor and Licensee  agree that for their mutual
convenience   all  royalties  on  foreign   sales  shall   continue  to  accrue,
irrespective of a holding that the `777 Patent is held invalid or unenforceable,
subject to Sections 5.8(d) and 5.8(e).  Notwithstanding the foregoing, if at the
date of said  holding,  no Patents  other than the `777 Patent had been  issued,
then from and after the date of such  holding all  royalties on sales after that
date by Licensee or its  Sublicensees  anywhere in the Licensed  Territory shall
cease to accrue or be payable. Royalties accrued before the date of such holding
shall remain payable as provided in this Agreement.

              (d) In the event  any one or more of the  Patents  other  than the
`777  Patent  is  held  invalid  or   unenforceable  by  a  court  of  competent
jurisdiction, which holding has not and cannot be further appealed, royalties on
sales on and after the date of such  holding by Licensee or its  Sublicensee  in
the territories in which such invalidated or  unenforceable  Patents had been in
effect shall cease to accrue or be payable. Royalties accrued before the date of
said  holding in the  territories  in which such  invalidated  or  unenforceable
Patents had been in effect shall  accrue and remain  payable as provided in this
Agreement.



                                       9
<PAGE>

              (e) In the  event  that all of the  Patents  are held  invalid  or
unenforceable by a court of competent jurisdiction,  which holdings have not and
cannot  be  further  appealed,  all  royalties  on  sales  by  Licensee  or  its
Sublicensee anywhere in the world on and after the date of the last such holding
shall  cease to  accrue.  Royalties  accrued  before  the date of the last  such
holding shall accrue and remain payable as provided in this Agreement.

         5.9  (a)  Licensee  will  keep  good  and  accurate  books  of  account
sufficient to permit  determination of the royalties due hereunder and will make
such books of account  for the then prior three  calendar  years  available  for
inspection by an  independent  certified  accountant  designated and retained by
Licensor and  reasonably  acceptable  to  Licensee.  Such  inspections  shall be
conducted no more frequently than once each calendar year during the term hereof
and once within six months after  termination  or expiration of this  Agreement.
The designated accountant will retain in confidence the information in the books
of  account  and may  report to  Licensor  the  accuracy  or  inaccuracy  of the
royalties paid hereunder. In the event that said accountant reports a deficiency
in the amount of the royalties  previously paid, Licensee will remit the overdue
balance  and  interest as set forth in Section  5.11 within  thirty (30) days of
notice thereof and in the event that such  deficiency  exceeds ten percent (10%)
of the royalties previously paid, Licensee will reimburse Licensor for the costs
of the audit.

              (b)  Notwithstanding  the  foregoing,  to the extent that any EVLT
Lasers sold are lasers intended both for use in a Licensed Method and for one or
more other uses, then the amount on which royalties shall be determined shall be
the Licensee's or Sublicensee's actual Net Sales of such EVLT Lasers.

         5.10 Licensee shall,  within forty five (45) days after the end of each
Calendar  Quarter,  deliver to Licensor true and accurate reports  pertaining to
its Net Sales and Receipts  from  Sublicensees  which shall include at least the
following information to permit Licensor to calculate its royalty entitlements:

              (i) with respect to Licensee's Net Sales:

                  First,  the  identity  of each  model or part  number  of EVLT
         Lasers and EVLT Kits sold;

                  Second,  the number of units of EVLT  Lasers and EVLT Kits (by
         model or part number) sold;

                  Third,  Net Sales of EVLT Lasers and EVLT Kits for delivery in
         the  United  States and  outside  the United  States,  delineated  on a
         branded and OEM basis;

                  Fourth, Net Sales of EVLT Optical Fiber;

                  Fifth, all deductions from Licensees'  Receipts in calculating
         Net Sales; and

                  Sixth,  total royalties payable to Licensor from Licensee's or
         its Affiliates' Net Sales; and



                                       10
<PAGE>

         (ii) with respect to Licensee's Receipts from Sublicensees:

                  First, names and addresses of all Sublicensees of Licensee;

                  Second,  Net  Sales  of EVLT  Lasers  and  EVLT  Kits and EVLT
         Optical Fiber by all Sublicensees for delivery in the United States and
         outside the United States;

                  Third, Lump Sums received from each Sublicensee;

                  Fourth, royalties received from each Sublicensee;

                  Fifth, Licensor's percentage share of Lump Sums; and

                  Sixth, Licensor's percentage share of royalties.

PROVIDED,  that with  respect  to sales of EVLT  Lasers  made  other than in the
United States to third parties by  Sublicensees,  distributors  and sales agents
where  Licensee  does not know the  intended use of the product  sold,  Licensee
shall report such sales in the Quarter in which Licensee  actually is made aware
of the intended use of the product sold,  but in no event later than the Quarter
following the Quarter during which such sale occurs.

         5.11 With each report submitted under Section 5.10,  Licensee shall pay
to Licensor the royalties and other  payments due and payable under this Article
5. If no royalties are due,  Licensee shall so report.  Payments not made timely
shall be made together with the applicable Interest Factors.

         5.12 (a) All payments due Licensor based on sales in countries  outside
the United States shall accrue in the currency of the country in which the sales
are invoiced. For purposes of this Agreement,  sales in countries outside of the
United States shall mean sales of EVLT Lasers,  EVLT Kits or EVLT Optical Fibers
which are shipped to the purchaser  for use in a location  outside of the United
States,  regardless of the place the sale  actually  occurs or is deemed to have
occurred for any other  purpose.  Payments to Licensor of royalties  for foreign
sales shall be in U.S.  dollars  calculated  on the basis of  currency  exchange
rates in effect  and  published  by the Wall  Street  Journal  as of the date of
Licensee's  actual  collection  of the  underlying  proceeds  of foreign  sales.
Licensee will not be responsible for any loss of exchange value, taxes, or other
expenses  incurred in the transfer or conversion  of foreign  currency into U.S.
Dollars or for any  income,  remittance  or other  taxes on  royalties  that are
required to be withheld at the source.  All  payments  shall be made by check or
wire  transfer to one or more bank  accounts  of Licensor  located in the United
States to be designated in writing by Licensor.

              (b) Whenever currency  regulations of a country in which sales are
made prohibit the deposit or payment of royalties to Licensor or its nominee, no
royalty  payment shall be due and payable by Licensee with respect to such sales
for so long as such restrictions prevail.

         5.13 Not more than once in any  calendar  year  during the Term of this
Agreement,  Licensor  may  request,  in  writing,  from  Licensee  a list of all
Licensed  Products  then being  sold by  Licensee.  Licensee  will  provide  the
requested information within thirty (30) days after receipt of the request.



                                       11
<PAGE>

6.       TERMINATION

         6.1 Unless earlier terminated as hereinafter  provided,  this Agreement
shall remain in full force and effect until the last of the Patent(s) shall have
expired or be held invalid by a court of competent  jurisdiction,  which holding
is not or cannot be further appealed.

         6.2 (a) Licensor may terminate  this  Agreement  upon thirty (30) days'
notice to Licensee if Licensee  fails to pay any sum falling due under  Sections
5.1  through  5.7 and  Licensee  fails to cure the  default  within  said notice
period.

             (b) Licensor may terminate  this  Agreement  upon sixty (60) days'
notice  Licensee if  Licensee  fails to timely  provide  the  royalty  report(s)
specified  in Section  5.10 and fails to cure the  default  within  said  notice
period.

         6.3 (a) Either  party may  terminate  this  Agreement  forthwith if the
other party  files a petition  in  bankruptcy  or is  adjudicated  a bankrupt or
insolvent, or makes an assignment for the benefit of creditors or an arrangement
pursuant to any bankruptcy law, or if the other party  discontinues or dissolves
its business or if a receiver is appointed  for the other party or for the other
party's  business and such receiver is not discharged  within one hundred eighty
(180) days;  or if an  encumbrance  holder  takes  possession,  or a receiver is
appointed, of any of the property or assets of the other party.

              (b) Either  party may  terminate  this  Agreement  effective  upon
ninety (90) days'  written  notice to the other party if the other party commits
any material breach of its obligations  under this Agreement,  other than in the
cases  specified  in Section 6.2,  and, if the breach is capable of remedy,  the
other party has failed to remedy the same within said notice period.

         6.4 No relaxation,  forbearance, delay or indulgence by either party in
enforcing  any of the terms of this  Agreement or the granting of time by either
party to the other shall prejudice,  affect or restrict the rights and powers of
the former  hereunder  nor shall any waiver by either  party of a breach of this
Agreement be considered as a waiver of any subsequent  breach of the same or any
other provision hereof.

         6.5 The rights to terminate this  Agreement  given by this clause shall
not prejudice any other right or remedy of either party in respect of the breach
concerned, if any, or any other breach.

7.       REPRESENTATIONS, WARRANTIES AND COVENANTS; INDEMNIFICATION

         7.1  (a) As of the  Effective  Date,  Licensor  represents  that to its
actual  knowledge and the actual knowledge of the Endolaser  Inventors,  (i) the
Technology  does not infringe any patent of any person,  firm,  or company,  and
(ii) there is no pending or threatened  litigation  challenging  the validity or
ownership of the Patents.



                                       12
<PAGE>

              (b) Licensor  represents  that it is a limited  liability  company
duly formed and validly existing under the laws of the State of Delaware.

              (c) Licensee  represents that it is a corporation  duly formed and
validly existing under the laws of the State of Delaware.

              (d) Each of Licensor  and  Licensee  warrant and  represent it has
taken all  necessary  action to approve  this  Agreement  and to  authorize  the
respective  officers of Licensor and Licensee to execute this Agreement and such
further  documents  as are  necessary  and  proper to  consummate  the terms and
provisions of this  Agreement.  Upon the execution  hereof,  this Agreement will
constitute  the valid and legally  binding  obligation of Licensor and Licensee,
enforceable in accordance with its terms.

              (e) Licensor  represents  and warrants  that there is no undivided
interest in the Patents other than the undivided interest in the Patents that it
owns and such  undivided  interest as was  originally  owned by Dr.  Robert Min.
Licensor  owns its  undivided  interest in and to the Patents via an  assignment
from the Endolaser Inventors, without the right of rescission, free and clear of
all licenses, liens, security interests, charges, encumbrances and other adverse
claims,  and has all right and  authority  to grant to Licensee the licenses set
forth herein. Licensor further represents and warrants that it has accounted for
all payments and pecuniary  obligations of any kind owed to any of the Endolaser
Inventors  and that none of the  Endolaser  Inventors  has or shall have a claim
against  Licensee  related to any of the Fixed Payments or royalties  payable by
Licensee hereunder. In furtherance of the foregoing, Licensor shall procure from
the Endolaser  Inventors and provide to Licensee prior to the Funding Date, as a
condition to Licensee's  obligation to make the payment required by Section 5.1,
originally-executed  counterparts  of the letter of  acknowledgment  in the form
attached hereto as ATTACHMENT B.

              (f) Licensor  represents  and warrants  that the sole  business of
Licensor is, and since the date of its  formation  has been, to hold and exploit
the  interests  of the  Endolaser  Inventors  in the Patents  through  licensing
arrangements  and  that  during  the  Term,  Licensor  will not  enter  into any
transactions  or business other than as heretofore  conducted and will not incur
any indebtedness for borrowed money in excess of $50,000.

              (g) Licensee  acknowledges  that it has, prior to its execution of
this Agreement, reviewed and evaluated the Patents.

         7.2 EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.1, THE PARTIES  DISCLAIM
ALL REPRESENTATIONS AND WARRANTIES  WHATSOEVER,  EXPRESS OR IMPLIED, BY STATUTE,
OPERATION OF LAW OR OTHERWISE,  WHETHER  WRITTEN OR ORAL, OR ARISING FROM COURSE
OF   PERFORMANCE,   COURSE  OF  DEALING  OR  USAGE  OF  TRADE,   INCLUDING   ANY
REPRESENTATIONS  OR WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.

         7.3 Except as set forth in Section 7.1, nothing in this Agreement shall
be construed as:

              (a) a warranty or  representation  by Licensor as to the validity,
enforceability or scope of any Patent; or



                                       13
<PAGE>

              (b) a warranty or  representation  by Licensor that anything made,
used,  sold, or otherwise  disposed of pursuant to this Agreement by Licensee is
or will be free from infringement of patents or other intangible rights of Third
Parties; or

              (c) an  obligation  of Licensor to bring or  prosecute  actions or
suits against Third Parties for infringement of any Patent; or

              (d) an  obligation  of Licensor to furnish  any  manufacturing  or
technical assistance or information.

         7.4 Licensor assumes no  responsibilities  whatever with respect to the
manufacture,  use, sale or other disposition by Licensee,  its Sublicensee(s) or
their customers of any Licensed Product.

         7.5 Licensor shall indemnify, defend and hold harmless Licensee and its
Sublicensees and their respective directors, officers, employees and agents from
and  against  any and all  liabilities,  damages,  losses,  costs  and  expenses
(including reasonable attorneys fees and professional fees and other expenses of
litigation  and/or  arbitration)  resulting  from or  arising  out a  breach  by
Licensor of any of its representations or warranties made in Section 7.1.

         7.6 Licensee shall indemnify, defend and hold harmless Licensor and its
respective  directors,  officers,  employees and agents the Endolaser  Inventors
from and against any and all liabilities,  damages,  losses,  costs and expenses
(including reasonable attorneys fees and professional fees and other expenses of
litigation  and/or  arbitration)  resulting  from or  arising  out a  breach  by
Licensee of any of its representations or warranties made in Section 7.1.

         7.7 Licensee shall indemnify, defend and hold harmless Licensor and its
directors,  officers,  employees,  agents  and  consultants  and  the  Endolaser
Inventors  (each  an  "Endolaser  Indemnitee")  from  and  against  any  and all
liabilities,   damages,   losses,  costs  and  expenses  (including   reasonable
attorneys'  and  professional  fees and  other  expenses  of  litigation  and/or
arbitration)  resulting  from or  arising  out of a  claim,  suit or  proceeding
brought by a third party against an Endolaser  Indemnittee for personal  injury,
death,  product  liability or property  damage arising out of or relating to the
manufacture,  use, sale or other disposition of Licensed Products or practice of
Licensed Methods;  PROVIDED, that this Section 7.6 shall not require Licensee to
indemnify,  defend or hold harmless  Licensor or any of the Endolaser  Inventors
with respect to any liabilities,  damages, losses, costs or expenses arising out
of the rendering of professional services by the Endolaser Inventors.


8.       MISCELLANEOUS

         8.1 Nothing in this Agreement shall create,  or be deemed to create,  a
partnership,  joint  venture,  employment or the  relationship  of principal and
agent, between the parties.

         8.2 Licensee may assign this  Agreement to any of its  Affiliates or to
any third party taking over  substantially all the business of Licensee relating
to the Technology, provided that Licensee shall remain responsible for, and such
assignee shall assume in writing,  Licensee's obligations  hereunder.  Any other
assignment of this Agreement by Licensee shall require



                                       14
<PAGE>

Licensor's  prior written  consent,  which shall not be  unreasonably  withheld;
PROVIDED,  that the merger or consolidation of Licensee,  a change in control of
Licensee or the sale of all or substantially all of the assets of Licensee shall
not be  deemed an  assignment  of this  Agreement  and  shall  not  require  the
Licensor's consent or approval.  Licensee may grant a security interest, lien or
mortgage in this Agreement without Licensor's consent or approval.

         8.3 Licensor may assign this  Agreement to any  Affiliate or to any one
or more of the  Endolaser  Inventors  without  the prior  consent  of  Licensee;
PROVIDED,  that the Endolaser  Inventors shall assume in writing the obligations
of Licensor hereunder.  Any other assignment of this Agreement by Licensor shall
require  Licensee's  prior  written  consent,  which  shall not be  unreasonably
withheld;  PROVIDED,  that,  subject to the  following  sentence,  the merger or
consolidation of Licensor, a change in control of Licensor or the sale of all or
substantially all of the assets of Licensor shall not be deemed an assignment of
this   Agreement  and  shall  not  require   Licensee's   consent  or  approval.
Notwithstanding  the  foregoing,  however,  Licensee  shall retain all rights to
consent or to withhold its consent,  in its sole discretion,  whether reasonably
or  unreasonably  exercised,  to any  assignment or transfer,  whether direct or
indirect and whether by merger, consolidation, change in control, sale of all or
substantially  all of the assets of Licensor or otherwise,  as a result of which
any entity that  manufactures or markets medical devices  anywhere in the world,
or an entity that owns, directly or indirectly,  any entity that manufactures or
markets medical devices anywhere in the world,  succeeds to any of the rights of
Licensor under this Agreement.

         8.4 For the  purposes  of this  Agreement,  "Force  Majeure"  means any
circumstances  beyond the reasonable control of either party including,  without
limitation,  any strike, lock-out, or other form of industrial action. If either
party is affected by Force Majeure, it shall forthwith notify the other party of
the nature and extent  thereof.  Except with respect to the  performance  of any
payment obligation  hereunder,  neither party shall be deemed to be in breach of
this  Agreement,  or otherwise be liable to the other, by reason of any delay in
performance,  or the  non-performance,  of any of  its  obligations  under  this
Agreement,  to the extent that such delay or non-performance is due to any Force
Majeure of which it has notified the other party,  and the time for  performance
of that  obligation  shall be  extended  accordingly.  If the Force  Majeure  in
question  prevails  for a  continuous  period in excess of six (6)  months,  the
parties shall enter into bona fide  discussions  with a view to alleviating  its
effects,  or to agreeing upon such  alternative  arrangements as may be fair and
reasonable.

         8.5 Any  notice  required  or  permitted  hereunder  shall  be given in
writing  (unless  otherwise  specified  herein) and shall be deemed  effectively
given on the earliest of:

                  (i) the date delivered, if delivered by personal delivery with
written acknowledgement of receipt, or, by confirmed facsimile transmission;

                  (ii) the seventh business day after deposit,  postage prepaid,
in the United States Postal Service by registered or certified mail; or

                  (iii) the third business day after mailing by next-day express
courier,  with delivery costs and fees prepaid, in each case,  addressed to each
of the other parties thereunto



                                       15
<PAGE>

entitled at the following  addresses  (or at such other  addresses as such party
may designate by ten (10) days' advance  written notice  similarly given to each
of the other parties hereto):

LICENSEE:                  Diomed, Inc.
                           One Dundee Park
                           Andover, MA  01810
                           Attn:  President and Chief Executive Officer
                           Telecopier No.:  978-475-8488

                           With a copy to:
                           McGuireWoods LLP
                           9 West 57th Street, Suite #1620
                           New York, New York  10019
                           Attn:  William A. Newman
                           Telecopier No.:  212-548-2150

LICENSOR:                  Endolaser Associates, L.L.C.
                           c/o Luis Navarro, M.D.
                           327 East 65th Street
                           New York, New York 10021
                           Telecopier No.  212-517-5630

                           With a copy to:
                           Kramer Levin Naftalis & Frankel LLP
                           919 Third Avenue
                           New York, New York 10022
                           Attn:  Barry Evans, Esq.
                           Telecopier No.  212-715-8364

         8.6  This  Agreement   contains  the  entire  and  only  agreement  and
understanding  between the parties and  supersedes  all  preexisting  agreements
between them respecting its subject matter;  provided that,  consistent with the
terms of the Term Sheet  executed  by the  parties on June 9, 2003 (i)  Licensor
will not  discuss  the sale or  licensing  of the  Patents  with any Third Party
during the Term of this  Agreement,  and (ii)  promptly  upon  execution of this
Agreement,  Licensee will take all  reasonable  steps to secure  financing of at
least $8 million before expenses before September 15, 2003. Any  representation,
promise or condition in  connection  with the subject  matter of this  Agreement
which is not  incorporated  in this  Agreement  shall not be  binding  on either
party.

         8.7 No modification,  renewal, extension, waiver, and no termination of
this Agreement or any of its provisions  shall be binding upon the party against
whom enforcement of such modification, renewal, extension, waiver or termination
is sought,  unless  made in writing and signed on behalf of such party by one of
its duly authorized  officers.  As used herein, the word "termination"  includes
any and all means of bringing this  Agreement to an end prior to its  expiration
by its own terms,  or  bringing  to an end any  provisions  thereof,  whether by
release, discharge, abandonment or otherwise.



                                       16
<PAGE>

         8.8 This  Agreement  shall be subject  to Section  365(n) of the United
States  Bankruptcy  Code and  Licensee  shall be entitled to the benefit of such
provisions.  Licensee  agrees,  in the  event it  should  become  a debtor  in a
proceeding  under Title 11 of the United  States Code (the  "Bankruptcy  Code"),
that: 1) the `777 Patent shall not be  considered  property of the estate within
the meaning of 11 U.S.C.  ss.541;  and 2) any license fees that shall become due
and owing for use by  Licensee of the `777  Patent  subsequent  to any order for
relief  under  11   U.S.C.ss.ss.301   or  303  shall  be  allowed  and  paid  as
administrative expenses pursuant to 11 U.S.C. ss.ss.503(b) and 507.

         8.9  This  Agreement  shall be  construed,  governed,  interpreted  and
applied in  accordance  with the laws of the State of New York,  U.S.A.,  except
that  questions  affecting  the  construction  and effect of any patent shall be
determined by the law of the country in which the patent was granted.  Any legal
action or  proceeding  relating to this  Agreement or any document or instrument
related hereto shall be brought only in the state or federal courts of the State
of New York,  and by its  execution  and  delivery of this  Agreement,  Licensee
hereby  accepts  for  itself  and in  respect  to its  property,  generally  and
unconditionally, the jurisdiction of the aforesaid courts.

         8.10 This Agreement may be executed in one or more counterparts and any
party hereto may execute any such  counterparts each of which shall be deemed an
original and all of which, taken together, shall constitute but one and the same
document.  It shall not be  necessary  in making  proof of this  document or any
counterpart hereof to produce or account for any of the other counterparts.

         8.11 The provisions of this  Agreement are severable,  and in the event
that any  provisions  of this  Agreement  shall be  determined  to be invalid or
unenforceable  under  any  controlling  body of the  law,  such  invalidity  and
unenforceability  shall not in any way affect the validity or  enforceability of
the remaining  provisions hereof. In the event the validity or  unenforceability
of any  provision  of this  Agreement is brought  into  question  because of the
decision of a court of competent  jurisdiction,  Licensor,  by written notice to
Licensee may revise the provision in question or may delete it entirely so as to
comply with the decision of said court.

         8.12 The failure or delay of either  party to assert a right  hereunder
or to insist upon  compliance with any term or condition of this Agreement shall
not constitute a waiver of that right or excuse a similar failure to perform any
such term or condition by the other party.

         8.13  Licensee  and  Licensor  recognize  the  sensitive  nature of the
information  contained in this Agreement and agree to take necessary precautions
to safeguard and treat the information as confidential  and to take  appropriate
action by  instruction,  agreement  or notice  with their  directors,  officers,
agents and employees to protect the confidential  and proprietary  nature of the
information.  Licensee and Licensor agree not to disclose,  publish or otherwise
reveal any of the  information to any other party,  other than their  respective
attorneys and accountants,  except required by financial reporting  requirements
of the U.S. Securities and Exchange  Commission,  the American Stock Exchange or
any other regulatory body to which the Licensee or its securities is subject, or
required by applicable law or by administrative action;  PROVIDED, that Licensee
may  disclose  this  Agreement to  prospective  investors or file a copy of this
Agreement with the U.S. Securities and Exchange Commission.



                                       17
<PAGE>

         8.14  Notwithstanding  anything  to  the  contrary  contained  in  this
Agreement,    Licensor   and   Licensee   (and   their   respective   employees,
representatives  and other agents) may, upon written request therefor,  disclose
at any time to any and all persons,  without limitation of any kind, any and all
information  relating to, and any facts  relevant to  understanding,  the United
States  federal  income tax  treatment of this  Agreement  and the  transactions
contemplated  by this  Agreement,  and all materials of any kind,  including tax
analyses,  relating to such tax treatment or the facts relevant to understanding
such tax treatment;  PROVIDED,  that (i) no person may disclose any confidential
business,  financial  or  other  information  or term  that is not  relevant  to
understanding the United States federal income tax treatment of the transactions
contemplated  by this  Agreement,  and (ii) the party  receiving any request for
disclosure has sent to the other party a copy of the request for disclosure.




                                       18
<PAGE>




         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed in duplicate as first above written

Endolaser Associates, L.L.C.               Diomed, Inc.

By: /s/ Luis Navarro                       By: /s/ James A. Wylie, Jr.
    ------------------------------             --------------------------------
Name: Luis Navarro                         Name: James A. Wylie, Jr.
Title: Authorized Officer                  Title: President and Chief Executive
                                                  Officer




                                       19
<PAGE>

        ATTACHMENT A TO AGREEMENT EFFECTIVE JULY 11, 2003 BY AND BETWEEN
                   DIOMED, INC. AND ENDOLASER ASSOCIATES, INC


                                    U.S. PATENTS

                                    U.S. Patent No. 6,398,777


                                    U.S. PATENT APPLICATIONS

                                    None


                                    FOREIGN AND PCT PATENT APPLICATIONS

                                    PCT US0002187 (8/13/99)


                                    EP 00908406 (11/8/00)


                                    CA 2361634 (8/27/01)







                                       20
<PAGE>

        ATTACHMENT B TO AGREEMENT EFFECTIVE JULY 11, 2003 BY AND BETWEEN
                   DIOMED, INC. AND ENDOLASER ASSOCIATES, INC












                                       21
<PAGE>

                       [Letterhead of Luis Navarro, M.D.]
                                     [Date]

TO:  ENDOLASER ASSOCIATES, L.L.C.

The  undersigned  hereby  acknowledges  and agrees,  for the undersigned and the
undersigned's  heirs,  representatives  and assigns,  that the  undersigned  has
irrevocably and without right of rescission  transferred,  conveyed and assigned
to  Endolaser  Associates,  L.L.C.  all of the  undersigned's  right,  title and
interest  in  and  to the  following  patents  and  patent  applications  in all
countries  of the  world,  whether in the  United  States or any other  country,
including all continuations, continuations-in-part, divisionals, reexaminations,
reissues and extensions thereof (the "Patents"):

                       U.S. PATENTS
                       ------------

                       U.S. Patent No. 6,398,777


                       U.S. PATENT APPLICATIONS
                       ------------------------

                       None


                       FOREIGN AND PCT PATENT APPLICATIONS
                       -----------------------------------

                       PCT US0002187 (8/13/99)


                       EP 00908406 (11/8/00)


                       CA 2361634 (8/27/01)

, including any and all  improvements,  modifications or variations,  whether or
not  patentable,  in  or  to  any  device  or  method  covered  by  the  Patents
("Improvements")  known to him as of the date hereof , and hereby further agrees
to transfer, convey and assign to Endolaser Associates,  L.L.C. any Improvements
that are developed or become known to him after the date hereof..

The undersigned  further  acknowledges  and agrees,  for the undersigned and the
undersigned's  heirs,  representatives  and  assigns,  that (1) it has  received
payment in full in consideration  for its assignment of the Patents to Endolaser
Associates,  L.L.C., (2) it has granted no licenses,  liens, security interests,
charges or encumbrances  against any of the Patents,  and (3) it shall not take,
or assist any other person or entity in taking any adverse  action or making any
adverse claims in respect of any of the Patents  against  Endolaser  Associates,
L.L.C.

The undersigned further agrees, for the undersigned and the undersigned's heirs,
representatives  and assigns,  that the undersigned shall provide all assistance
as is reasonably  requested by Endolaser  Associates,  L.L.C.  and/or any of its
assignees or licensees,  at the expense of Endolaser Associates,  L.L.C. or such
assignee or  licensee,  to  prosecute  any  applications  for or  extensions  or
recordals of any Patent, to protect any Patent from infringement by unauthorized
third  parties  and to defend  against  the  claims by any third  party that any
Patent is invalid.



                                       22
<PAGE>

The foregoing acknowledgement and agreement is intended to be for the benefit of
Endolaser  Associates,  L.L.C. and any third party licensee(s) or assignee(s) of
the Patents (or any of them).



Luis Navarro, M.D.





STATE OF ______________)
                                    ss.:
COUNTY OF ____________)


         On the ____ day of  ______________,  2003,  before me, the  undersigned
personally  appeared,  personally  known to me or  proved  to me on the basis of
satisfactory  evidence to be the individual(s) whose name(s) is (are) subscribed
to the within  instrument and acknowledged to me that  he/she/they  executed the
same in his/her/their  capacity(ies),  and that by his/her/their signature(s) on
the  instrument,  the  individual(s),  or the  person  upon  behalf of which the
individual(s) acted, executed the instrument.


--------------------------------
Notary Public




                                       23
<PAGE>




                      [Letterhead of Nestor Navarro, M.D.]
                                     [Date]


TO:  ENDOLASER ASSOCIATES, L.L.C.

The  undersigned  hereby  acknowledges  and agrees,  for the undersigned and the
undersigned's  heirs,  representatives  and assigns,  that the  undersigned  has
irrevocably and without right of rescission  transferred,  conveyed and assigned
to  Endolaser  Associates,  L.L.C.  all of the  undersigned's  right,  title and
interest  in  and  to the  following  patents  and  patent  applications  in all
countries  of the  world,  whether in the  United  States or any other  country,
including all continuations, continuations-in-part, divisionals, reexaminations,
reissues and extensions thereof (the "Patents"):

               U.S. PATENTS
               ------------

               U.S. Patent No. 6,398,777


               U.S. PATENT APPLICATIONS
               ------------------------

               None


               FOREIGN AND PCT PATENT APPLICATIONS
               -----------------------------------

               PCT US0002187 (8/13/99)


               EP 00908406 (11/8/00)


               CA 2361634 (8/27/01)

, including any and all  improvements,  modifications or variations,  whether or
not  patentable,  in  or  to  any  device  or  method  covered  by  the  Patents
("Improvements")  known to him as of the date hereof , and hereby further agrees
to transfer, convey and assign to Endolaser Associates,  L.L.C. any Improvements
that are developed or become known to him after the date hereof..

The undersigned  further  acknowledges  and agrees,  for the undersigned and the
undersigned's  heirs,  representatives  and  assigns,  that (1) it has  received
payment in full in consideration  for its assignment of the Patents to Endolaser
Associates,  L.L.C., (2) it has granted no licenses,  liens, security interests,
charges or encumbrances  against any of the Patents,  and (3) it shall not take,
or assist any other person or entity in taking any adverse  action or making any
adverse claims in respect of any of the Patents  against  Endolaser  Associates,
L.L.C.

The undersigned further agrees, for the undersigned and the undersigned's heirs,
representatives  and assigns,  that the undersigned shall provide all assistance
as is reasonably  requested by Endolaser  Associates,  L.L.C.  and/or any of its
assignees or licensees,  at the expense of Endolaser Associates,  L.L.C. or such
assignee or  licensee,  to  prosecute  any  applications  for or  extensions  or
recordals of any Patent, to protect any Patent from infringement by unauthorized
third  parties  and to defend  against  the  claims by any third  party that any
Patent is invalid.



                                       24
<PAGE>

The foregoing acknowledgement and agreement is intended to be for the benefit of
Endolaser  Associates,  L.L.C. and any third party licensee(s) or assignee(s) of
the Patents (or any of them).


----------------------------
Nestor Navarro, M.D.




STATE OF ______________)
                                    ss.:
COUNTY OF ____________)


         On the ____ day of  ______________,  2003,  before me, the  undersigned
personally  appeared,  personally  known to me or  proved  to me on the basis of
satisfactory  evidence to be the individual(s) whose name(s) is (are) subscribed
to the within  instrument and acknowledged to me that  he/she/they  executed the
same in his/her/their  capacity(ies),  and that by his/her/their signature(s) on
the  instrument,  the  individual(s),  or the  person  upon  behalf of which the
individual(s) acted, executed the instrument.


--------------------------------
Notary Public




                                       25
<PAGE>

                     [Letterhead of Carlos Bone Salat, M.D.]
                                     [Date]

TO:  ENDOLASER ASSOCIATES, L.L.C.

The  undersigned  hereby  acknowledges  and agrees,  for the undersigned and the
undersigned's  heirs,  representatives  and assigns,  that the  undersigned  has
irrevocably and without right of rescission  transferred,  conveyed and assigned
to  Endolaser  Associates,  L.L.C.  all of the  undersigned's  right,  title and
interest  in  and  to the  following  patents  and  patent  applications  in all
countries  of the  world,  whether in the  United  States or any other  country,
including all continuations, continuations-in-part, divisionals, reexaminations,
reissues and extensions thereof (the "Patents"):

                      U.S. PATENTS
                      ------------

                      U.S. Patent No. 6,398,777


                      U.S. PATENT APPLICATIONS
                      ------------------------

                      None


                      FOREIGN AND PCT PATENT APPLICATIONS
                      -----------------------------------

                      PCT US0002187 (8/13/99)


                      EP 00908406 (11/8/00)


                      CA 2361634 (8/27/01)

, including any and all  improvements,  modifications or variations,  whether or
not  patentable,  in  or  to  any  device  or  method  covered  by  the  Patents
("Improvements")  known to him as of the date hereof , and hereby further agrees
to transfer, convey and assign to Endolaser Associates,  L.L.C. any Improvements
that are developed or become known to him after the date hereof..

The undersigned  further  acknowledges  and agrees,  for the undersigned and the
undersigned's  heirs,  representatives  and  assigns,  that (1) it has  received
payment in full in consideration  for its assignment of the Patents to Endolaser
Associates,  L.L.C., (2) it has granted no licenses,  liens, security interests,
charges or encumbrances  against any of the Patents,  and (3) it shall not take,
or assist any other person or entity in taking any adverse  action or making any
adverse claims in respect of any of the Patents  against  Endolaser  Associates,
L.L.C.

The undersigned further agrees, for the undersigned and the undersigned's heirs,
representatives  and assigns,  that the undersigned shall provide all assistance
as is reasonably  requested by Endolaser  Associates,  L.L.C.  and/or any of its
assignees or licensees,  at the expense of Endolaser Associates,  L.L.C. or such
assignee or  licensee,  to  prosecute  any  applications  for or  extensions  or
recordals of any Patent, to protect any Patent from infringement by unauthorized
third  parties  and to defend  against  the  claims by any third  party that any
Patent is invalid.



                                       26
<PAGE>

The foregoing acknowledgement and agreement is intended to be for the benefit of
Endolaser  Associates,  L.L.C. and any third party licensee(s) or assignee(s) of
the Patents (or any of them).



---------------------------------
Carlos Bone Salat, M.D.


STATE OF ______________)
                                    ss.:
COUNTY OF ____________)


         On the ____ day of  ______________,  2003,  before me, the  undersigned
personally  appeared,  personally  known to me or  proved  to me on the basis of
satisfactory  evidence to be the individual(s) whose name(s) is (are) subscribed
to the within  instrument and acknowledged to me that  he/she/they  executed the
same in his/her/their  capacity(ies),  and that by his/her/their signature(s) on
the  instrument,  the  individual(s),  or the  person  upon  behalf of which the
individual(s) acted, executed the instrument.


--------------------------------
Notary Public






                                       27
<PAGE>

                 [Letterhead of Joaquina Fructuoso Gomez, M.D.]
                                     [Date]

TO:  ENDOLASER ASSOCIATES, L.L.C.

The  undersigned  hereby  acknowledges  and agrees,  for the undersigned and the
undersigned's  heirs,  representatives  and assigns,  that the  undersigned  has
irrevocably and without right of rescission  transferred,  conveyed and assigned
to  Endolaser  Associates,  L.L.C.  all of the  undersigned's  right,  title and
interest  in  and  to the  following  patents  and  patent  applications  in all
countries  of the  world,  whether in the  United  States or any other  country,
including all continuations, continuations-in-part, divisionals, reexaminations,
reissues and extensions thereof (the "Patents"):

                  U.S. PATENTS
                  ------------

                  U.S. Patent No. 6,398,777


                  U.S. PATENT APPLICATIONS
                  ------------------------

                  None


                  FOREIGN AND PCT PATENT APPLICATIONS
                  -----------------------------------

                  PCT US0002187 (8/13/99)


                  EP 00908406 (11/8/00)


                  CA 2361634 (8/27/01)

, including any and all  improvements,  modifications or variations,  whether or
not  patentable,  in  or  to  any  device  or  method  covered  by  the  Patents
("Improvements")  known to him as of the date hereof , and hereby further agrees
to transfer, convey and assign to Endolaser Associates,  L.L.C. any Improvements
that are developed or become known to him after the date hereof..

The undersigned  further  acknowledges  and agrees,  for the undersigned and the
undersigned's  heirs,  representatives  and  assigns,  that (1) it has  received
payment in full in consideration  for its assignment of the Patents to Endolaser
Associates,  L.L.C., (2) it has granted no licenses,  liens, security interests,
charges or encumbrances  against any of the Patents,  and (3) it shall not take,
or assist any other person or entity in taking any adverse  action or making any
adverse claims in respect of any of the Patents  against  Endolaser  Associates,
L.L.C.

The undersigned further agrees, for the undersigned and the undersigned's heirs,
representatives  and assigns,  that the undersigned shall provide all assistance
as is reasonably  requested by Endolaser  Associates,  L.L.C.  and/or any of its
assignees or licensees,  at the expense of Endolaser Associates,  L.L.C. or such
assignee or  licensee,  to  prosecute  any  applications  for or  extensions  or
recordals of any Patent, to protect any Patent from infringement by unauthorized
third  parties  and to defend  against  the  claims by any third  party that any
Patent is invalid.



                                       28
<PAGE>

The foregoing acknowledgement and agreement is intended to be for the benefit of
Endolaser  Associates,  L.L.C. and any third party licensee(s) or assignee(s) of
the Patents (or any of them).


---------------------------------
Joaquina Fructuoso Gomez, M.D.


STATE OF ______________)
                                    ss.:
COUNTY OF ____________)


         On the ____ day of  ______________,  2003,  before me, the  undersigned
personally  appeared,  personally  known to me or  proved  to me on the basis of
satisfactory  evidence to be the individual(s) whose name(s) is (are) subscribed
to the within  instrument and acknowledged to me that  he/she/they  executed the
same in his/her/their  capacity(ies),  and that by his/her/their signature(s) on
the  instrument,  the  individual(s),  or the  person  upon  behalf of which the
individual(s) acted, executed the instrument.


--------------------------------
Notary Public