Eclipse Surgical Technologies, Inc.
                                 1049 Kiel Court
                               Sunnyvale, CA 94089

                                                                October 16, 2000

Mr. Michael J. Quinn
25 Oakbrook
Coto de Caza, CA 92679

Dear Mike:

         On behalf of Eclipse  Surgical  Technologies,  Inc.  ("Company"),  I am
pleased to offer you the position of Chief Executive  Officer,  reporting to the
Board of Directors,  subject to our satisfactory  review of your references.  As
Chief Executive Officer,  you will be responsible for the day-to-day  management
of the Company.

         You will  receive  a  monthly  salary of  $27,500,  which  will be paid
semimonthly in accordance with the Company's normal payroll procedures.  This is
an exempt position. As a Company employee,  you are also eligible to receive all
employee  benefits  offered  by the  Company to its other  employees  in similar
positions, when such employee benefits are established.  The Company retains the
right to modify or change its benefits and compensation policy from time to time
as it deems necessary.

         It will be  recommended  to the Board of Directors  that they approve a
bonus of 35% of your  salary to be paid to you for the year ended  December  31,
2001,  contingent  upon your  achieving  the  objectives  defined  in Exhibit A.
Furthermore,  the Board of  Directors  will be open to a  discussion  during the
latter part of 2001, based upon your  performance,  to further  expansion of the
bonus opportunity.

         Upon your acceptance of full time employment with the Company,  it will
also be recommended to the Board of Directors that that you be granted an option
to purchase  700,000 shares of the Company's  Common Stock pursuant to the terms
of the Company's Stock Option Plan (the "Option"). The exercise price of options
under the  Company's  Stock  Option Plan is the fair market value on the date of
the option  grant.  The  Option  shall  vest over a three (3) year  period  with
one-thirty  sixth  (1/36) of the total  number of shares  subject  to the Option
vesting for each month of employment, beginning on your first day of employment,
provided that your employment with the Company shall not have terminated for any
reason  (including  death or  Disability  (as defined  below)) prior to any such
vesting date. Notwithstanding the foregoing:


         (i) Should your  employment  with the Company  terminate for any reason
         other than for  "Cause"  (as defined  below) or  voluntary  termination
         after the first year of your employment  with the Company,  the Company
         will pay you six months of salary,  andthe  vesting on your  Option and
         any  subsequent  options  granted  to  you  shall  accelerate  as to an
         additional twelve (12) months of vesting on your options; and


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Michael J. Quinn
October 16, 2000


                  (ii) In the event of a "Change in Control" (as defined  below)
         and either (a) your employment is terminated other than for "Cause" (as
         defined below) or (b) a "Constructive  Termination"  (as defined below)
         occurs,  within  twelve  months  of such  Change in  Control,  then all
         unvested shares subject to the Option shall accelerate and become fully
         exercisable and vested;  provided however,  if this acceleration in the
         event of a Change of  Control  set forth in this  subsection  (ii),  as
         reasonably  determined  by  the  Company  and  its  independent  public
         auditors,  would not allow the Company or a third party  acquiring  the
         Company, to account for a merger or similar transaction as a pooling of
         interests, this subsection (ii) shall be of no force and effect.

                  For  this  purpose,  "Cause"  is  defined  as:  (i)  an act of
dishonesty made by you in connection with your  responsibilities  as an employee
that causes serious  reputational harm to the Company,  (ii) your conviction of,
or plea of nolo contendere to, a felony,  (iii) your gross  misconduct,  or (iv)
your  failure to perform in any  material  respect any  material  aspect of your
employment duties as defined by the Board.

         For this purpose, "Change of Control" of the Company is defined as: (i)
any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange  Act of 1934,  as  amended) is or becomes  the  "beneficial  owner" (as
defined in Rule 13d-3 under said Act), directly or indirectly,  of securities of
the Company  representing  50% or more of the total voting power  represented by
the  Company's  then  outstanding  voting  securities;  or (ii)  the date of the
consummation  of a  merger  or  consolidation  of the  Company  with  any  other
corporation  that has been approved by the  stockholders  of the Company,  other
than a merger or  consolidation  which would result in the voting  securities of
the Company  outstanding  immediately  prior  thereto  continuing  to  represent
(either by remaining outstanding or by being converted into voting securities of
the  surviving  entity) more than fifty  percent (50%) of the total voting power
represented  by the voting  securities of the Company or such  surviving  entity
outstanding immediately after such merger or consolidation,  or the stockholders
of the Company approve a plan of complete  liquidation of the Company;  or (iii)
the date of the consummation of the sale or disposition by the Company of all or
substantially all of the Company's assets.

         For  this  purpose,  "Constructive  Termination"  is  defined  as (i) a
material  reduction  in  your  responsibilities,  duties,  or  base  pay or (ii)
relocation of your  workplace to any place more than 50 miles from the Company's
current headquarters in Sunnyvale, California. .

         For  this  purpose,  "Disability"  occurs  upon  both of the  following
conditions  being  met:  (i) your  becoming  unable  to  perform  the  essential
functions  of your job with or without a reasonable  accommodation,  and (ii) 90
days following written notice by the Company to you of such  determination by an
independent  physician acceptable to the Board and to you (which acceptance will
not be unreasonably withheld),  provided,  however, that if you resume work on a
regular basis prior to the end of such 90 day period, you shall not be deemed to
have a "Disability."


         The Company understands that you will incur expenses in connection with
your temporary apartment residence within 30 miles of the Company's headquarters
in  Sunnyvale  (the "South Bay Area").  The Company  will pay you a fixed sum of
$3,500 per month to cover all expenses, for up to up to 24 months.

         The Company  agrees to  reimburse  you in an amount equal to the amount
needed  to pay  any  increased  income  tax,  owed  by  you  which  is  directly
attributable to the $3,500 fixed sum described in the paragraph above.


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Page 3
Michael J. Quinn
October 16, 2000


         The Company would also allow any of the unused $84,000 to be applied to
your re-location  expenses,  at any time that you and your family decide to move
permanently  to the South Bay Area,  provided  that you are still an employee of
the Company.

         You should be aware that your employment  with the Company  constitutes
"at-will"  employment.  This means that your  employment  relationship  with the
Company may be  terminated at any time with or without  notice,  with or without
good cause or for any or no cause, at either party's option.  You understand and
agree that neither your job performance nor promotions,  commendations,  bonuses
or the like from the  Company  give rise to or in any way serve as the basis for
modification,  amendment,  or extension,  by implication  or otherwise,  of your
employment with the Company. If your employment is terminated at any time, other
than for Cause or  voluntary  termination,  you will  receive a lump sum payment
equal  to six (6)  months  of your  then  current  monthly  salary,  subject  to
applicable withholdings.

         As a  condition  of your  employment  with  the  Company,  you  will be
required to sign the Company's standard Proprietary Agreement ("Agreement"), two
originals of which are attached.

         For  purposes  of Federal  Immigration  law,  you will be  required  to
provide to the Company documentary evidence of your identity and eligibility for
employment  in the United  States.  Such  documentation  must be  provided to us
within  three  (3)  business  days  of  your  date of  hire,  or our  employment
relationship with you may be terminated.

         By signing  this letter you hereby  represent  to the Company  that (i)
except as  previously  disclosed to the Company:  (a) your  employment  with the
Company is not prohibited  under any employment  agreement or other  contractual
arrangement,  and (b) you do not know of any conflicts which would restrict your
employment  with the  Company,  and (ii) you agree not to bring with you to your
employment any confidential or proprietary information belonging to any previous
employers.

         This offer is valid through October 17, 2000, and is contingent on your
starting  employment by October 24, 2000 (or a later date, mutually agreed to by
you and the  Company).  We look  forward to your early  acceptance  and would be
pleased to have you start as soon as your present  commitments  allow.  Enclosed
are two originals of this letter.  Please sign and return one to me, to indicate
your acceptance.

                                   Sincerely,


                                   Alan L. Kaganov, Sc.D.
                                   Chief Executive Officer

I accept  employment with Eclipse Surgical  Technologies,  Inc.,  subject to the
terms  and  conditions  hereof.  I  understand  that the terms set forth in this
letter  supersede all oral or written  discussions I have had, or may have, with
anyone in the Company regarding the subject matter hereof.

AGREED AND ACCEPTED

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Page 4
Michael J. Quinn
October 16, 2000


--------------------------
Michael J. Quinn
Date:


Encl.
Attachments  - Bonus Plan; Eclipse standard Proprietary Agreement

<PAGE>

                                   Exhibit A
                      Eclipse Surgical Technologies CY 2001
                             Mike Quinn Bonus Plan

Target Payout of Bonus Plan @ 35%

Projected Payout at 100% - $115,500.

(1) Requires 6 months of ability to market and sell (based on FDA approval prior
to Q2 '01 and adequate product availability)

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        Objective               Weight          Subweight          Cash Payout
        ---------               ------          --------           -----------
--------------------------------------------------------------------------------
Financial                        100%
--------------------------------------------------------------------------------
    Revenue of $40 M (1)          75%             1.0                $86,250
--------------------------------------------------------------------------------
    Net Loss (Q3+Q4)=$0.00        25%             1.0                $28,750
--------------------------------------------------------------------------------

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