**Exhibit 10.2**

March20, 2007

Edwards Lifesciences LLC

One Edwards Way

Irvine, California 92614

Attention:  General Counsel

Gentlemen:

Asyou know, Edwards Lifesciences LLC (“Edwards”), PLC Systems Inc. (“PLC Parent”)and PLC Medical Systems, Inc. (“PLC”) are parties to the following agreements:

A.            A certain Distribution Agreement (the “DistributionAgreement”), dated as of January 9, 2001, as amended, pursuant to which Edwardshas agreed to distribute and sell the carbon dioxide laser system and relatedaccessories described therein and manufactured by PLC;

B.            A certain Shareholders Agreement (the “ShareholdersAgreement”), dated as of January 9, 2001, as amended, pursuant to which theparties have set forth their agreement concerning certain governance matters ofPLC Parent as well as certain matters relating to Edwards’ ownership anddisposition of certain shares of PLC Parent capital stock;

C.            A certain Manufacturing License Agreement (the “ManufacturingLicense Agreement”), dated as of January 9, 2001, as amended, pursuant to whichPLC licensed certain manufacturing rights to Edwards; and

D.            A certain Securities Purchase Agreement (the “SecuritiesPurchase Agreement”), dated as of January 7, 2001, pursuant to which Edwardspurchased shares of the Common Stock and warrants of PLC Parent.

Edwards,PLC and PLC Parent have agreed that it is in their respective best interestsfor Edwards to assign the Distribution Agreement to Novadaq Corp., a Delawarecorporation (“Novadaq”), as set forth herein, and to terminate the otheragreements referenced above.

Accordingly,we have agreed as follows:

***I.******    DistributionAgreement***

1)              PLChereby consents to the assignment by Edwards to Novadaq of the DistributionAgreement and all rights thereunder, including the appointment of Edwards asPLC’s exclusive independent distributor described in Section 2.1 thereof, allas more fully set forth in the Assignment and Assumption Agreement entered intoon March 20, 2007 by and among Edwards, PLC Parent, PLC, and Novadaq Corp.  Each of Edwards and PLC hereby expresslyagrees that following such assignment, except as expressly set forth herein,neither party shall have any liability or continuing obligation to the other on

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                        accountof the Distribution Agreement and that Edwards has no right to revert to itsrights under the Distribution Agreement. Attached hereto on Schedule A is a list of the agreements betweenEdwards and Novadaq Corp. and their respective affiliates relating to suchassignment.  Edwards represents andwarrants that (a) it has not assigned to any person any rights under theDistribution Agreement. Without limitation, Edwards represents and warrantsthat it has not appointed any secondary or sub-distributor to sell the Products(as defined in the Distribution Agreement).

2)              Theprovisions of Sections 7.1, 7.2, 7.3, 7.5 and 7.6 (insofar as they relate totransactions prior to the closing) and Sections 9.2, 9.3, 9.4, 10.2, 11.1 and11.15 of the Distribution Agreement shall survive the assignment of theDistribution Agreement. For purposes of clarification, Sections 7.1, 7.2, 7.3,7.5 and 7.6 of the Distribution Agreement shall terminate for all purposesother than insofar as they relate to transactions prior to the closing.

***II.******           ShareholdersAgreement***

3)              TheShareholders Agreement is hereby terminated, and each of the parties theretohereby expressly agrees that, except as expressly set forth herein, no partyshall have any liability or continuing obligation to the other on account ofsuch agreement.  Without limiting theforegoing, Edwards, PLC Parent and PLC agree that the foregoing terminationshall also apply to provisions which state that they shall survive thetermination of the Agreement.   Edwardsrepresents and warrants that it has not assigned to any person any rights underthe Shareholders Agreement. Notwithstanding the above, Articles VI and VII of the ShareholdersAgreement shall survive such termination; provided, however, that PLC shallhave no liability to Edwards or any of its affiliates under Articles VI or VIIof the Shareholders Agreement to the extent that any such liability is causedby or arises from (i) the above-referenced assignment of the DistributionAgreement from Edwards to Novadaq, or (ii) Edwards’ failure to vote for aproposal by PLC to move its jurisdiction of incorporation in a future vote ofthe PLC shareholders.

***III.******      ManufacturingLicense Agreement***

4)              TheManufacturing License Agreement is hereby terminated, and each of the partiesthereto hereby expressly agrees that, except as expressly set forth herein, noparty shall have any liability or continuing obligation to the other on accountof such agreement.  Without limiting theforegoing, Edwards, PLC Parent and PLC agree that the foregoing terminationshall also apply to provisions which state that they shall survive thetermination of the Agreement.   Edwardsrepresents and warrants that it has not assigned to any person any rights underthe Manufacturing License Agreement.

5)              Theprovisions of Article IV (Confidentiality) of the Manufacturing LicenseAgreement shall survive the termination of the Manufacturing License Agreement.

***IV.******       SecuritiesPurchase Agreement***

6)              TheSecurities Purchase Agreement is hereby terminated, and each of the partiesthereto hereby expressly agrees that no party shall have any or liability orcontinuing obligation

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                        tothe other on account of such agreement. Edwards represents and warrants that it has not assigned to any personany rights under the Securities Purchase Agreement.

***V.******            Consideration***

7)              In consideration of the assignment of theDistribution Agreement and the termination of the Shareholders Agreement, theManufacturing License Agreement and the Securities Purchase Agreement and theother covenants of Edwards contained herein, PLC agrees that it shall not, and itshall cause its affiliates to not, for a period of one year after the datehereof, hire or solicit for employment any personnel of Edwards without theprior written consent of Edwards.  In consideration of PLC’s consent to theassignment of the Distribution Agreement and the termination of theShareholders Agreement, the Manufacturing License Agreement and the SecuritiesPurchase Agreement, Edwards covenants that, commencing on the date hereof andending thirty (30) months after the date hereof (the “**Non-competitionPeriod**”), Edwards shall not, and shall cause its affiliates not to,sell any devices in the United States which directly compete with the Productsin the field of myocardial revascularization either intraoperative orpercutaneous that uses a device-based channeling means (“DBMR”).  Edwards and its affiliates may market andsell medical devices, including, without limitation, products that may be usedin connection with revascularization of the heart, as long as such medicaldevices are not within the field of DBMR and all other medical devices which itis selling or developing as of the date hereof. Edwards does not currently sell any devices in the field of DBMR.  The obligations in this Paragraph 8 shallterminate upon any Change of Control of Edwards.  For purposes of this Paragraph 8, “**Change of Control of Edwards**” means (i) Edwards merges orconsolidates with any other corporation, partnership or other business entity;or (ii)  Edwards transfers all orsubstantially all of Edwards’ business or assets to any other corporation,partnership or other business entity (other than, in the case of either clause(i) or (ii), a merger, consolidation or transfer in which the surviving entityis controlled by the same beneficial owners as controlled Edwards prior to suchtransaction).

8)              Edwardsalso agrees that it shall not, and it shall cause its affiliates to not, for aperiod of one year after the date hereof, hire or solicit for employment anypersonnel of PLC Parent or PLC without the prior written consent of PLC.

***VI.******       Other***

9)              The parties shall cooperate with eachother so that each party may issue a press release regarding this letteragreement and the transactions contemplated herein at a time to be mutuallyagreed or as earlier required by law.  Aparty shall provide a copy of its press release to the other party at leasttwenty-four (24) hours prior to the planned release of such press release topermit the other party to review and make non-binding suggestions and comments.

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Ifthe foregoing accurately reflects our agreement, please sign in the spaceprovided below.
|        | PLC SYSTEMS INC.          |
|--------|---------------------------|
|   |                      |   |
|   |                      |   |
|   | By:                       | /s/  James G. Thomasch |
|   | Name:                     | James G. Thomasch |
|   | Title:                    | Senior Vice President and Chief Financial Officer |
|   |                      |   |
|   |                      |   |
|   | PLC MEDICAL SYSTEMS, INC. |
|   |                      |   |
|   |                      |   |
|   | By:                       | /s/  James G. Thomasch |
|   | Name:                     | James G. Thomasch |
|   | Title:                    | Senior Vice President and Chief Financial Officer |

 

Agreed and accepted as ofthe date set forth above
| EDWARDS LIFESCIENCES LLC |                           |
|--------------------------|--------------------------------|
|                     |                           |   |
|                     |                           |   |
| By:                      | /s/  Bruce P. Garren |   |
| Name:                    | Bruce P. Garren                |
| Title:                   | CVP, General Counsel           |

 

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Schedule A

Agreementsrelating to the Assignment of the Distribution Agreement

1.                                       AssetPurchase Agreement

2.                                       Assignmentand Assumption Agreement (Distribution Agreement) in the form of Exhibit A toAsset Purchase Agreement

3.                                       Assignmentand Assumption Agreement (Assigned Contracts) in the form of Exhibit B to AssetPurchase Agreement

4.                                       Billof Sale for Inventory in the form of Exhibit C to Asset Purchase Agreement

5.                                       TransitionServices Agreement in the form of Exhibit D to Asset Purchase Agreement

6.                                       SecuredPromissory Note in the form of Exhibit G to Asset Purchase Agreement

7.                                       SecurityAgreement, attached as an exhibit to the Secured Promissory Note

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