July
        25,
        2005

      


      Mario
        Martinez

      10810
        Centennial Dr.

      Alpharetta,
        GA 30022

      


      Dear
        Mario:

      


      On
        behalf
        of RITA Medical Systems, Inc. (the “Company”),
        I am
        pleased to offer you the position of Vice President Operations, General Manager.
        Speaking for myself, as well as the other members of the Company’s management
        team, we are all very impressed with your credentials and we look forward
        to
        your future success in this position.

      


      The
        terms
        of your new position with the Company are as set forth below:

      


      1. Position.

      


      a.
        You
        will become the Vice President Operations, General Manager,
        working
        out of the Company’s office in Manchester, Georgia. You will report to the
        Company’s Chief Executive Officer.

      


      b.
        You
        agree to the best of your ability and experience that you will at all times
        loyally and conscientiously perform all of the duties and obligations required
        of and from you pursuant to the express and implicit terms hereof, and to
        the
        reasonable satisfaction of the Company. During the term of your employment,
        you
        further agree that you will devote all of your business time and attention
        to
        the business of the Company, the Company will be entitled to all of the benefits
        and profits arising from or incident to all such work services and advice,
        you
        will not render commercial or professional services of any nature to any
        person
        or organization, whether or not for compensation, without the prior written
        consent of the Company’s Board of Directors, and you will not directly or
        indirectly engage or participate in any business that is competitive in any
        manner with the business of the Company. Nothing in this letter agreement
        will
        prevent you from accepting speaking or presentation engagements in exchange
        for
        honoraria or from serving on boards of charitable organizations, or from
        owning
        no more than one percent (1%) of the outstanding equity securities of a
        corporation whose stock is listed on a national stock exchange.

      


      2. Start
        Date.
        Subject
        to fulfillment of any conditions imposed by this letter agreement, you will
        commence this new position with the Company on August 21, 2005. 

      


      3. Proof
        of Right to Work.
        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.

      


      4. Compensation.

      


      a. Base
        Salary.
        You will
        be paid a monthly gross salary of $15,833.33, which is equivalent to $190,000
        on
        an annualized basis. Your salary will be payable in two equal payments on
        the
        15th
        and the
        last day of the month.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

        Page
          2

         

      

      b. Bonus.
        You will
        be eligible to participate in the Company management cash bonus program at
        the
        Vice President level.

      


      c. Annual
        Review.
        Your
        base salary will be reviewed as part of the Company’s normal annual salary
        review process. Consideration for COO level in six months if you have achieved
        mutually agreed upon metrics.

      


      d.
        Relocation
        Expenses.
        The
        Company (A) will reimburse you for, or pay directly, your expenses incurred
        in
        relocating from Alpharetta, GA to the Manchester, Georgia area, which
        reimbursement shall not exceed $25,000 without the prior approval of the
        Company’s Compensation Committee of the Board of Directors, and (B) will pay to
        you a full gross-up on any taxes that you are required to pay on such
        reimbursement of relocation expenses (the “Relocation
        Package”).
        You
        shall be entitled to use the Relocation Package to pay for any rent, moving
        or
        home purchase expenses incurred after January 1, 2006
        as a
        result of your personal relocation and/or your family’s relocation to the
        Manchester, Georgia area.
        Payment
        of any amount of the Relocation Package is contingent upon your submission
        of
        original receipts to the Company. Any amounts of the Relocation Package owed
        to
        you will be paid within 30 days after the Company’s receipt of your
        substantiated reimbursement request. Until such time as you move to the
        Manchester, Georgia area you will have use of the corporate
        apartment.

      


      5. Stock
        Options.

      


      a.
        Initial
        Grant.
        In
        connection with the commencement of your employment, the Company will recommend
        that the Board of Directors, or a Committee of the Board of Directors, grant
        you
        an option to purchase 100,000 shares of the Company’s Common Stock
        (“Shares”)
        with
        an exercise price equal to the fair market value on the date of the grant.
        These
        option shares will vest at the rate of 1/8 of the total after the first six
        months of employment and then 1/48 of the total per month, such that the
        options
        will become fully vested at the end of four years. Vesting will, of course,
        depend on your continued employment with the Company. The option will be
        an
        incentive stock option to the maximum extent allowed by the tax code and
        will be
        subject to the terms of the Company’s 2000 Incentive Stock Option Plan and the
        Stock Option Agreement between you and the Company. This option is subject
        to
        the approval of the Company’s Board of Directors or designated Committee of the
        Board.

      


      b.
        Subsequent
        Option Grants.
        Subject
        to the discretion of the Company’s Board of Directors, you may be eligible to
        receive additional grants of stock options or purchase rights from time to
        time
        in the future, on such terms and subject to such conditions as the Board
        of
        Directors shall determine as of the date of any such grant.

      


      6. Benefits.

      


      a. Insurance
        Benefits.
        The
        Company will make available to you medical, dental, vision, life and long-term
        disability insurance benefits. More detailed information will be provided
        in a
        new-hire packet that will be given to you after your acceptance of this
        offer.

      


      b. Vacation.
        You
        will
        be entitled to 3 weeks paid vacation per year, pro-rated for the remainder
        of
        this calendar year. Vacation accrues as follows: five (5) hours accrue per
        pay
        period from your date of hire. During the first six months, no vacation may
        be
        taken unless a special exception has been granted.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

        
          Page
            3

           

        

      

      c. 401K
        Retirement Plan.
        You will
        be eligible to participate in the Company’s employee-contribution 401K
        Retirement Plan beginning on the first January 1, April 1, July 1, or October
        1
        following commencement of your employment. 

      


      d. Employee
        Stock Purchase Plan.
        You will
        be eligible to participate in the Company’s Employee Stock Purchase Plan
        beginning on the first February 1 or August 1 following commencement of your
        employment.

      


      7. Severance
        Benefits.
        In the
        event that the Company or its successor in interest terminates your employment
        without Cause (as defined below), then you will be entitled to receive
        continuation of your then-current monthly base salary for six (6) months
        following your termination date. This salary continuation shall be contingent
        upon confirmation to the Company’s satisfaction that you are actively seeking
        Full-Time Employment, which for purposes of this Offer Letter shall be defined
        as at least thirty-five (35) hours per week of compensated labor, including
        consulting and other work. In the event that you commence Full-Time Employment,
        your salary continuation will cease. In addition, following the termination
        of
        your employment, the Company will pay your COBRA insurance premiums (provided
        that you elect such coverage) until the earlier of (A) six (6) months following
        your termination date or (B) the date on which you become eligible for insurance
        benefits from another employer. Upon
        termination of
        your
        employment with
        the
        Company, you will be entitled to receive benefits only as set forth herein
        or as
        otherwise provided by applicable law. Your entitlement to these severance
        benefits will be conditioned upon your execution and delivery to the Company
        of
        (i) a general mutual release of all claims (provided that the Company shall
        not
        be required to release any claims arising from a material breach by you of
        the
        Confidentiality Agreement (as defined below)) and (ii) a resignation from
        all of
        your positions with the Company.

      


      For
        purposes of this Offer Letter, “Cause”
        shall
        mean (i) gross negligence or willful misconduct in the performance
        of the
        Employee’s duties to the Company where such gross negligence or willful
        misconduct has resulted or is likely to result in substantial and material
        damage to the Company or its subsidiaries, (ii) repeated unexplained
        or
        unjustified absence from the Company, (iii) a material and willful
        violation of any federal or state law; (iv) commission of any act
        of fraud
        with respect to the Company; or (v) conviction of a felony or a crime
        involving moral turpitude causing material harm to the standing and reputation
        of the Company, in each case as determined in good faith by the Board of
        Directors of the Company.

      


      


      8. Confidential
        Information and Invention Assignment Agreement.
        Your
        acceptance of this offer and commencement of employment with the Company
        is
        contingent upon the execution, and delivery to an officer of the Company,
        of the
        Company’s Confidential Information and Invention Assignment Agreement, a copy of
        which is enclosed for your review and execution (the “Confidentiality
        Agreement”),
        prior
        to or on your Start Date.

      


      9. Confidentiality
        of Terms.
        You
        agree to follow the Company’s strict policy that employees must not disclose,
        either directly or indirectly, any information, including any of the terms
        of
        this agreement, regarding compensation, or stock purchase or option allocations
        to any person, including other employees of the Company; provided, however,
        that
        you may discuss such terms with members of your immediate family and any
        legal,
        tax or accounting specialists who provide you with individual legal, tax
        or
        accounting advice.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

        
          Page
            4

           

        

      

      10. At-Will
        Employment.
        Your employment
        with the Company will be on an “at will” basis, meaning that either you or the
        Company may terminate your employment at any time for any reason or no reason,
        without further obligation or liability.

      


      We
        are
        all delighted to be able to extend you this offer and look forward to working
        with you. To indicate your acceptance of the Company's offer, please sign,
        date
        this letter in the space provided below, and return it to me, along with
        a
        signed and dated copy of the Confidentiality Agreement. This letter, together
        with the Confidentiality Agreement, set forth the terms of your employment
        with
        the Company and supersedes any prior representations or agreements, whether
        written or oral. This letter may not be modified or amended except by a written
        agreement, signed by the Company and by you. This offer will expire unless
        signed by you by July 29, 2005.

      


      
        
          	 	
                  Very
                    truly yours,

                  


                  RITA
                    MEDICAL SYSTEMS, INC.

                  


                  By:
                    /s/
                    Joseph
                    DeVivo                        
                     

                             
                    Joseph DeVivo

                  Title:  
                    Chief Executive Officer

                


        

      

       

      
        ACCEPTED
        AND AGREED:

      MARIO
        MARTINEZ

      


      /s/Mario
        Martinez                                       
         

      Signature

      


      July
        28,
        2005                                                 
         

      Date

      


      Enclosure:     
        Confidential
        Information
        and
        Invention Assignment Agreement