EXHIBIT 10.1

                  NAME OF SUBSCRIBER:__________________________________________

To:      PASHLETH INVESTMENTS LTD.
         #5 - 4360 Agar Drive
         Richmond, British Columbia
         V7B 1A3

                             SUBSCRIPTION AGREEMENT

       This  Subscription  Agreement  (the  "SUBSCRIPTION  AGREEMENT")  is being
delivered to you in connection  with the  anticipated  merger (the  "MERGER") of
Diomed Acquisition Corp., a wholly owned subsidiary of a publicly traded company
(the "COMPANY") with and into Diomed, Inc., a Delaware company ("DIOMED").  Your
obligation to invest in the Company shall be subject to, among other things, (i)
your  notification  of the  identity of the Company and (ii) your receipt of the
Draft Form 8-K in accordance with Section 4.1 below.  Until such time,  Pashleth
Investments  Ltd.  shall serve as the  subscription  agent of the  Company  (the
"SUBSCRIPTION  Agent") in  conducting  a private  placement  of shares of common
stock of the  Company  (the  "PRIVATE  PLACEMENT").  All funds  received  in the
Private  Placement  shall  be held in  escrow  by the law  firm of  Akin,  Gump,
Strauss,  Hauer & Feld, L.L.P. (the "ESCROW AGENT") and, upon fulfillment of the
other conditions  precedent set forth herein,  shall be released from escrow and
delivered to the Company at which time the securities  subscribed for as further
described below, shall be delivered to you. Upon the consummation of the Merger,
this Agreement will be assigned to the Company by the Subscription Agent.

                                   SECTION 1.

       1.1  SUBSCRIPTION.  Subject  to the  conditions  set  forth in  Section 2
hereof, the undersigned, hereby subscribes for and agrees to purchase the number
of shares ("SHARES") of common stock of the Company, par value $.001,  indicated
on page 8 hereof,  on the terms and  conditions  described  herein.  The minimum
number of Shares  which may be  purchased  is 50,000.  Subscriptions  for lesser
amounts may be accepted at the discretion of the Subscription Agent.

       1.2 PURCHASE OF SECURITIES.  The undersigned understands and acknowledges
that the purchase price to be remitted to the Subscription Agent in exchange for
the Shares,  if any, shall be US$2.00 for each Share, for an aggregate  purchase
price of US$_________ (the "AGGREGATE  PURCHASE PRICE").  Payment for the Shares
shall be made by check or wire  transfer  to the Escrow  Agent,  pursuant to the
terms of the Escrow Agreement attached hereto as EXHIBIT A.

                                       1

<PAGE>



                                   SECTION 2.

       2.1    ACCEPTANCE OR REJECTION.

       (a) The undersigned and the Subscription  Agent understand and agree that
this  subscription  shall be  revocable  by the  undersigned  up  until  two (2)
Business Days (as defined below) after a Draft Form 8-K (as defined in Section 4
hereof) is prepared and sent to the  undersigned (at the address set forth below
on the  signature  page to this  Agreement)  in  accordance  with the  terms and
conditions  set forth in Section 4 hereof (the  "REVOCATION  PERIOD").  Provided
that the undersigned shall not have, within the Revocation  Period,  delivered a
written  notice via  facsimile to the Escrow Agent to the attention of Willie E.
Dennis at (212) 407-3245, electing to withdraw his subscription,  the obligation
of the  undersigned  to purchase  the Shares shall  become  irrevocable  and the
undersigned  shall be legally bound to purchase the Shares  subject to the terms
set forth in this  Agreement.  "BUSINESS DAYS" shall mean from the hours of 9:00
a.m.  (E.S.T.)  through  5:00 p.m.  (E.S.T.) of a day other than a  Saturday,  a
Sunday or a day on which  commercial  banks in New York City are  authorized  or
required to be closed.

       (b) The undersigned  understands and agrees that the  Subscription  Agent
reserves the right to reject this  subscription  for the  Securities in whole or
part in any order at any time prior to the Closing (as  defined  below),  if, in
its  reasonable  judgment,  it deems  such  action in the best  interest  of the
Subscription Agent, notwithstanding the undersigned's prior receipt of notice of
acceptance of the undersigned's subscription.

       (c)  In  the  event  of  the  revocation  of  this  subscription  by  the
undersigned in accordance  with Section  2.1(a),  rejection by the  Subscription
Agent in  accordance  with Section  2.1(b),  or if the sale of the Shares is not
consummated  by  the  Subscription  Agent  for  any  reason,  this  Subscription
Agreement and any other  agreement  entered into between the undersigned and the
Subscription  Agent relating to this subscription shall thereafter have no force
or effect,  and the  Subscription  Agent  shall  promptly  return or cause to be
returned to the  undersigned  the purchase  price  remitted to the Escrow Agent,
without interest thereon or deduction therefrom.

       (d)   Notwithstanding   anything  to  the  contrary   contained  in  this
Subscription  Agreement,  in the event  that the Merger is not  effective  on or
before  the date  that is sixty  (60) days  after the date of this  Subscription
Agreement,  the Subscription Agent shall promptly return or cause to be returned
to the  undersigned  the purchase  price  remitted to the Escrow Agent,  without
interest thereon or deduction therefrom.

       2.2    CLOSING.

       The closing (the  "CLOSING") of the purchase and sale of the Shares shall
take place at the offices of Akin, Gump, Strauss,  Hauer & Feld, L.L.P., counsel
to the Subscription  Agent, at 590 Madison Avenue,  New York, New York 10022, or
such other place as determined  by the  Subscription  Agent,  on the first (1st)
Business Day immediately following the Revocation Period (the "CLOSING DATE") or
such date as is mutually agreed to by the parties and the undersigned.

                                       2
<PAGE>


                                   SECTION 3.

       3.1    INVESTOR REPRESENTATIONS AND WARRANTIES.

       The  undersigned  hereby  acknowledges,  agrees with and  represents  and
warrants to the Subscription Agent and its affiliates, as follows:

       (a) The  undersigned  has full  power and  authority  to enter  into this
Agreement,  the  execution  and delivery of which has been duly  authorized,  if
applicable,   and  this  Agreement  constitutes  a  valid  and  legally  binding
obligation of the undersigned.

       (b) The undersigned  acknowledges his understanding that the offering and
sale of the  Shares  is  intended  to be  exempt  from  registration  under  the
Securities Act of 1933, as amended (the "SECURITIES  ACT"), by virtue of Section
4(2) of the  Securities  Act and the  provisions  of  Regulation  D  promulgated
thereunder  ("REGULATION D"). In furtherance thereof, the undersigned represents
and warrants to the Subscription Agent and its affiliates as follows:

              (i) The undersigned realizes that the basis for the exemption from
       registration may not be available if,  notwithstanding  the undersigned's
       representations contained herein, the undersigned is merely acquiring the
       Shares for a fixed or determinable  period in the future, or for a market
       rise, or for sale if the market does not rise. The  undersigned  does not
       have any such intention.

              (ii)  The  undersigned  has the  financial  ability  to  bear  the
       economic risk of his investment, has adequate means for providing for his
       current  needs  and  contingencies  and has no need  for  liquidity  with
       respect to his investment in the Company;

              (iii)    ____________________    (insert    name   of    Purchaser
       Representative:  IF  NONE,  SO  STATE)  has  acted  as the  undersigned's
       Purchaser  Representative for purposes of the private placement exemption
       under the Securities  Act. If the  undersigned  has appointed a Purchaser
       Representative  (which term is used herein with the same meaning as given
       in Rule 501(h) of Regulation D), the  undersigned has been advised by his
       Purchaser  Representative  as to the merits and risks of an investment in
       the Company in  general,  and the  suitability  of an  investment  in the
       Shares for the undersigned in particular; and

              (iv)   The    undersigned    (together    with    his    Purchaser
       Representative(s), if any) has such knowledge and experience in financial
       and business  matters as to be capable of evaluating the merits and risks
       of the prospective investment in the Shares. If other than an individual,
       the undersigned also represents it has not been organized for the purpose
       of acquiring the Shares.

       (c) The information in the Accredited  Investor  Questionnaire  completed
and executed by the undersigned (the  "ACCREDITED  INVESTOR  QUESTIONNAIRE")  is
accurate  and  true in all  respects,  and  the  undersigned  is an  "accredited
investor," as that term is defined in Rule 501 of

                                       3
<PAGE>


 Regulation D.

       (d) The undersigned (and his Purchaser  Representative,  if any) has been
furnished with (i) the Diomed Corporate Presentation (the "PRESENTATION"),  (ii)
an Executive  Summary  describing  the business  and  operations  of Diomed (the
"EXECUTIVE SUMMARY"),  and (iii) the Summary of Terms and Conditions for Private
Placement (the "PRIVATE PLACEMENT  SUMMARY",  together with the Presentation and
the Executive Summary, the "INVESTMENT MATERIALS").

       (e) The  undersigned  is not  relying  on the  Subscription  Agent or its
affiliates with respect to economic  considerations involved in this investment.
The  undersigned  has relied on the advice  of, or has  consulted  with only the
person(s)  (if  any)  named as  Purchaser  Representative(s)  herein  and in the
Accredited Investor  Questionnaire.  Each Purchaser  Representative,  if any, is
capable of  evaluating  the merits and risks of an  investment  in the Shares as
such  are   described  in  the   Investment   Materials,   and  each   Purchaser
Representative,  if any, has disclosed to the  undersigned in writing (a copy of
which is annexed to this  Agreement)  the specific  details of any and all past,
present or future relationships, actual or contemplated, between himself and the
Subscription Agent or any affiliate or subsidiary thereof.

       (f) The undersigned represents, warrants and agrees that he will not sell
or otherwise  transfer the Shares without  registration under the Securities Act
or an exemption  therefrom,  and fully  understands and agrees that he must bear
the economic risk of his purchase because,  among other reasons, the Shares have
not been registered under the Securities Act or under the securities laws of any
state and, therefore,  cannot be resold, pledged, assigned or otherwise disposed
of unless they are  subsequently  registered  under the Securities Act and under
the  applicable  securities  laws of such  states,  or an  exemption  from  such
registration  is available.  In  particular,  the  undersigned is aware that the
Shares and the  components of the Shares are  "restricted  securities,"  as such
term is defined in Rule 144  promulgated  under the Securities Act ("RULE 144"),
and they may not be sold  pursuant to Rule 144 unless all of the  conditions  of
Rule 144 are met. The undersigned  also  understands  that,  except as otherwise
provided  herein,  the Company is under no  obligation to register the Shares on
his behalf or to assist him in complying  with any exemption  from  registration
under the Securities Act or applicable  state  securities  laws. The undersigned
understands that any sales or transfers of the Shares are further  restricted by
state securities laws and the provisions of this Agreement.

       (g) No representations or warranties have been made to the undersigned by
the  Company,  Diomed  or the  Subscription  Agent,  or any of their  respective
officers,  employees,  agents,  affiliates  or  subsidiaries,   other  than  any
representations of the Subscription Agent contained herein and in the Investment
Materials, and in subscribing for Shares the undersigned is not relying upon any
representations other than any contained herein or in the Investment Materials.

       (h) The undersigned understands and acknowledges that his purchase of the
Shares is a speculative  investment  that involves a high degree of risk and the
potential loss of his entire investment.

                                       4
<PAGE>


       (i) The  undersigned's  overall  commitment to investments  which are not
readily marketable is not  disproportionate  to the undersigned's net worth, and
an  investment  in the Shares will not cause such overall  commitment  to become
excessive.

       (j) The undersigned  understands and agrees that the certificates for the
Shares shall bear, substantially, the following legend until (i) such securities
shall have been registered under the Securities Act and effectively  disposed of
in accordance with a registration  statement that has been declared effective or
(ii) in the  opinion of counsel  for the  Company  such  securities  may be sold
without  registration  under the Securities Act as well as any applicable  "Blue
Sky" or state securities laws:

                  THE SHARES THIS CERTIFICATE REPRESENTS HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
                  "ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SHARES
                  HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE
                  OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED,
                  PLEDGED, OR HYPTOHECATED IN THE ABSENCE OF AN EFFECTIVE
                  REGSITRATION STATEMENT FILED BY THE ISSUER WITH THE SECURITIES
                  AND EXCHANGE COMMISSION COVERING SUCH SHARES UNDER THE ACT OR
                  AN OPINION OF COUSNEL SATISFACTORY TO THE ISSUER THAT SUCH
                  REGISTRATION IS NOT REQUIRED.

       (l)  The  foregoing  representations,  warranties  and  agreements  shall
survive the Closing.

                                   SECTION 4.

       4.1  PREPARATION  AND  DELIVERY  OF THE  DRAFT  FORM 8-K;  WITHDRAWAL  OF
SUBSCRIPTION. At least two (2) Business Days prior to the date of closing of the
Merger,  the Company  shall  prepare and mail to the  undersigned  via overnight
courier or via  facsimile,  a draft copy of the current  report on Form 8-K (the
"DRAFT FORM 8-K") proposed to be filed by the Company,  which shall describe the
terms and  conditions  of the  closing of the  Merger,  in  accordance  with the
requirements  of the  Securities  Exchange  Act of 1934 and the  Accounting  and
Financial Reporting  Interpretations and Guidance issued by the accounting staff
members  of the  Division  of  Corporate  Finance of the  Securities  & Exchange
Commission   on   March   31,   2001   as   the   same   relates   to   "Reverse
Acquisitions-Reporting Issues".



                                       5
<PAGE>



       4.2 REGISTRATION AND LOCK-UP.

       (a)  The  Company  shall  use  its  reasonable  best  efforts  to  file a
registration  statement  (the  "REGISTRATION  STATEMENT")  with the Securities &
Exchange Commission (the "SEC") covering the resale of the Shares not later than
120 days after the date of closing of the Merger.  The Company will maintain the
effectiveness of the Registration  Statement through the first (1st) anniversary
of the date of closing of the  Merger;  PROVIDED,  THAT,  if at any time or from
time to time after the date of effectiveness of the Registration Statement,  the
Company  notifies  the  undersigned  in writing of the  existence of a Potential
Material Event (as defined below),  the undersigned  shall not offer or sell any
Shares, or engage in any other transaction  involving or relating to the Shares,
from the time of the giving of notice with respect to a Potential Material Event
until the Company  notifies the undersigned  that such Potential  Material Event
either has been  disclosed  to the public or no longer  constitutes  a Potential
Material Event; PROVIDED FURTHER, THAT, the Company may not so suspend the right
of the undersigned pursuant to this Section 4.2(a) for more than 120 days in the
aggregate.  "POTENTIAL  MATERIAL  EVENT" means the  possession by the Company of
material information regarding a potential transaction beneficial to the Company
or its stockholders not ripe for disclosure in a registration  statement,  which
shall be evidenced by  determinations in good faith by the Board of Directors of
the Company that disclosure of such  information in the  registration  statement
would be detrimental to the business and affairs of the Company.

       (b) If the Company fails to (i) have the Registration  Statement declared
effective by the SEC within 240 days after the date of closing of the Merger; or
(ii) subject to Section 4.2(a),  maintain the  effectiveness of the Registration
Statement  through to the first (1st)  anniversary of the date of the closing of
the Merger, the Company shall be obligated to issue to the undersigned shares of
its common stock equal to 1% (calculated on a fully diluted basis) of the Shares
then held by the undersigned (the  "PENALTY"),  for each month during which such
failure to file,  obtain the  effectiveness of, or maintain the effectiveness of
the Registration Statement,  as the case may be, continues.  Notwithstanding the
foregoing,  if the undersigned is eligible to sell the Shares,  pursuant to Rule
144 of the  Securities  Act, no portion of the Penalty  shall be issuable to the
undersigned.

       (c) The  undersigned  covenants  and agrees that in the event that at any
time  prior to the first  (1st)  anniversary  of the date upon  which the Merger
becomes  effective  (the  "EFFECTIVE  DATE") the Company offers shares of common
stock of the Company (or any security convertible into shares of common stock of
the  Company)  to the public  that (i)  results in net  proceeds  to the Company
(after deducting applicable  underwriting discounts and commissions) of not less
than  $20,000,000  in the aggregate  and (ii) has an offering  price of at least
$2.50 per share,  the undersigned  will not, without the Company's prior written
consent  and for a period  of time  determined  in good  faith  by the  Board of
Directors of the Company, offer, sell, transfer, pledge,  hypothecate,  contract
to  sell,   grant  any  option  for  the  sale  of,  or  otherwise   dispose  of
(collectively,  a  "Transfer"),  directly or indirectly,  any Shares;  PROVIDED,
HOWEVER,  that in no event shall the  restrictions on Transfer set forth in this
Section  4.2(b)  postpone any Transfer of Shares by the  undersigned  beyond the
second (2nd) anniversary of the Effective Date.


                                       6

<PAGE>



       4.3 USE OF PROCEEDS. The Company shall use the proceeds from the offering
of the Shares for working capital, including without limitation, (i) acquisition
of fiber  and/or  diode  manufacturers;  (ii)  funding of the laser  development
project and other research and development initiatives, as approved by the Board
of Directors of the Company; (iii) retirement of Diomed debt; and (iv) financing
or  retiring  any  expenses  incurred  in  connection  with the  Merger and this
transaction.  Upon receipt of the proceeds of this  transaction  from the Escrow
Agent,  the Company  shall  deposit  and  maintain  such  proceeds in a separate
account,  which shall be released only with the explicit consent of the Board of
Directors of the Company.

       4.4 INSIDER  TRADING  PROHIBITION;  INDEMNITY.  Commencing as of the date
upon which the Draft Form 8-K is sent to the undersigned and until the filing by
the Company of the Form 8-K with the SEC, the  undersigned  hereby agrees to (i)
refrain from (a) engaging in any  transactions  with respect to the stock of the
Company or securities  convertible  into or  exchangeable or exercisable for any
shares of stock of the Company,  and (b)  entering  into any  transaction  which
would  have  the  same  effect,  or  entering  into  any  swap,  hedge  or other
arrangement  that  transfers,   in  whole  or  in  part,  any  of  the  economic
consequences  of  ownership of the stock of the Company and (ii)  indemnify  and
hold harmless the Company, the Subscription Agent, and their respective officers
and  directors,  employees and  affiliates  and each other  person,  if any, who
controls any of the foregoing,  against any loss,  liability,  claim, damage and
expense  whatsoever  (including,  but not  limited  to,  any  and  all  expenses
whatsoever reasonably incurred in investigating,  preparing or defending against
any litigation  commenced or threatened or any claim whatsoever)  arising out of
or based upon any violation of this Section 4.4 by the undersigned.

       4.5 INDEMNITY.  The undersigned agrees to indemnify and hold harmless the
Company,  the Subscription  Agent, and their respective  officers and directors,
employees and affiliates and each other person,  if any, who controls any of the
foregoing,  against any loss,  liability,  claim,  damage and expense whatsoever
(including,  but not  limited  to, any and all  expenses  whatsoever  reasonably
incurred  in  investigating,  preparing  or  defending  against  any  litigation
commenced or  threatened or any claim  whatsoever)  arising out of or based upon
any false  representation  or warranty by the undersigned,  or the undersigned's
breach of, or failure to comply  with,  any  covenant or  agreement  made by the
undersigned  herein or in any other document furnished by the undersigned to the
Company, its officers and directors, employees and its affiliates and each other
person,  if any, who  controls any of the  foregoing,  in  connection  with this
transaction.

       4.6  MODIFICATION.  Neither this  Agreement,  nor any provisions  hereof,
shall be waived,  modified,  discharged or terminated except by an instrument in
writing signed by the party against whom any waiver, modification,  discharge or
termination is sought.

       4.7 NOTICES. Any party may send any notice,  request,  demand,  claim, or
other communication hereunder to the intended recipient at the address set forth
above using any other means (including  personal  delivery,  expedited  courier,
messenger service,  telecopy,  telex, ordinary mail, or electronic mail), but no
such notice,  request,  demand,  claim, or other communication will be deemed to
have been duly given  unless and until it actually  is received by the  intended
recipient. Any party may change the address to which notices, requests, demands,

                                       7

<PAGE>


claims,  and other  communications  hereunder  are to be delivered by giving the
other Parties notice in the manner herein set forth.

       4.8  COUNTERPARTS.  This  Agreement  may  be  executed  in  two  or  more
counterparts  including telecopy transmissions thereof (and by different parties
on separate counterparts), each of which shall, for all purposes, constitute one
agreement  binding on all  parties,  notwithstanding  that all  parties  are not
signatories to the same counterpart.

       4.9 BINDING EFFECT.  Except as otherwise provided herein,  this Agreement
shall be  binding  upon,  and  inure to the  benefit  of,  the  parties  to this
Agreement  and  their  heirs,  executors,   administrators,   successors,  legal
representatives  and  assigns.  If the  undersigned  is more than one  person or
entity,  the  obligation of the  undersigned  shall be joint and several and the
agreements,  representations,  warranties and  acknowledgments  contained herein
shall be deemed to be made by, and be binding  upon,  each such person or entity
and   his  or  its   heirs,   executors,   administrators,   successors,   legal
representatives and assigns.

       4.10  ASSIGNABILITY.  This Agreement is not transferable or assignable by
the  undersigned.  This  Agreement  shall be  transferable  or assignable by the
Subscription Agent to the Company.

       4.11 APPLICABLE LAW. This Agreement shall be governed by and construed in
accordance  with the laws of the State of New  York,  without  giving  effect to
conflicts of law principles.

       4.12  PRONOUNS.  The use herein of the masculine  pronouns "he," "him" or
"his" or  similar  terms  shall be deemed to  include  the  feminine  and neuter
genders as well,  and the use herein of the singular  pronoun shall be deemed to
include the plural as well.

                                       8
<PAGE>


                     ALL SUBSCRIBERS MUST COMPLETE THIS PAGE

         IN WITNESS WHEREOF, the undersigned has executed this Agreement on the
__day of ___________, 2002.

<TABLE>
<S>                                          <C>                               <C>
______________________                         X   $2.00 for each Share        = $_______________
     Shares subscribed for                                                          Aggregate Purchase Price
</TABLE>




Manner in which Title is to be held (Please Check ONE):

<TABLE>
<S>      <C>     <C>                                        <C>    <C>       <C>
1.       ____     Individual                                7.       ____     Trust/Estate/Pension or Profit
                                                                              Sharing Plan
                                                                              Date Opened:

2.       ____     Joint Tenants with Right of Survivorship  8.       ____     As a Custodian for
                                                                              ____________________________________
                                                                              Under the Uniform Gift to Minors Act
                                                                              of the State of


3.       ____     Community Property                        9.       ____     Married with Separate Property

4.       ____     Tenants in Common                         10.      ____     Keogh

5.       ____     Corporation/Partnership/                  11.      ____     Tenants by the Entirety
                  Limited Liability Company

6.       ____     IRA
</TABLE>



             IF MORE THAN ONE SUBSCRIBER, EACH SUBSCRIBER MUST SIGN.
                   INDIVIDUAL SUBSCRIBERS MUST COMPLETE PAGE 9
              SUBSCRIBERS WHICH ARE ENTITIES MUST COMPLETE PAGE 10

                                       9
<PAGE>


                          EXECUTION BY NATURAL PERSONS


-------------------------------------------------------------------------------
                     Exact Name in Which Title is to be Held

<TABLE>
<S>                                                         <C>
------------------------------------------                  ---------------------------------
Name (Please Print)                                         Name of Additional Purchaser

------------------------------------------                  ---------------------------------
Residence: Number and Street                                Address of Additional Purchaser

------------------------------------------                  ---------------------------------
City, State and Zip Code                                    City, State and Zip Code

------------------------------------------                  ---------------------------------
Social Security Number                                      Social Security Number

------------------------------------------                  ---------------------------------
(Signature)                                                 (Signature of Additional Purchaser)
</TABLE>


       ACCEPTED this ___day of __________, 2002 on behalf of the Company.


                                                     By:
                                                        -----------------------
                                                          Name:
                                                          Title:
                                       10

<PAGE>


                   EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY

                     (Corporation, Partnership, Trust, Etc.)

--------------------------------------------------------------------------------
                          Name of Entity (Please Print)

Date of Incorporation or Organization:
                                      -----------------------------------------

State of Principal Offices:
                           ----------------------------------------------------

Federal Taxpayer Identification Number:
                                       ----------------------------------------


                                       By:
                                          -------------------------------------
                                          Name:
                                          Title:

[seal]

Attest:
       -------------------------------------        ---------------------------
         (If Entity is a Corporation)

                                                    ---------------------------
                                                    Address


         ACCEPTED this ___day of ____________, 2002.

                                                     PASHLETH INVESTMENTS LTD.

                                                     By:
                                                        -----------------------
                                                        Name:
                                                        Title:

                                       11
<PAGE>


                                    EXHIBIT A

                                ESCROW AGREEMENT


                                       12