Exhibit
10.9


Sales Plan


          Sales
Plan, dated as of the date set forth on the signature page (the “Sales Plan”),
between Linda Stern (“Seller”) and Goldman, Sachs & Co. (“Broker”).


          WHEREAS,
Seller desires to establish the Sales Plan to sell shares of common stock, par
value $0.01 per share (the “Stock”), of AngioDynamics, Inc. (the “Issuer”) in
accordance with the requirements of Rule 10b5-1 under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) as further set forth herein;


NOW, THEREFORE,
Seller and Broker hereby agree as follows:


1. Broker shall effect one or more sales (each a
“Sale”) of shares of Stock (the “Shares”) as further set forth in the attached
Annex A to this Sales Plan. All orders will be deemed day market orders
only and not held unless otherwise specified in Annex A.


2. Seller is subject to certain limitations as set
forth in a private letter ruling from the IRS that provides that Sales of the
Issuer’s Stock should only occur on the same date that Seller sells shares of
E-Z-EM, Inc., and in the same proportion to the outstanding shares of each of
the Issuer and E-Z-EM, Inc., respectively. It is the understanding of the
parties to this Sales Plan that Seller and Broker will also enter into a
separate sales plan relating to the sale by Seller of certain of its shares of
common stock in E-Z-EM, Inc. (the “EZEM Sales Plan”) and that the commencement
of Sales under this Sales Plan is conditioned on the effectiveness of the EZEM
Sales Plan and the commencement of Sales thereunder. Annex A of this Sales Plan
and Annex A of the EZEM Sales Plan contemplate Sales of ANGO and EZEM,
respectively, such that Sales under each plan are to be made on the same
Trading Day and in the same proportion to the outstanding shares of each of the
Issuer and E-Z-EM, Inc., respectively. 


3. This Sales Plan shall become effective as of the
date hereof (the “Effective Date”) and Sales shall commence under Annex A on
the first trading day of the calendar month immediately following the Effective
Date, provided that if the first trading day of the month immediately following
the Effective Date is less than 30 calendar days from the Effective Date, then
Sales shall commence on the first trading day of the next proceeding calendar
month. This Sales Plan shall terminate on the earliest of (a) December 29,
2006, (b) the date on which Broker has sold all Shares specified in Annex A,
(c) the date that this Sales Plan is terminated in accordance with paragraph 12
below, (d) the date Broker receives notice of the death or dissolution of
Seller or (e) the date that the EZEM Sales Plan is terminated in accordance
with the provisions thereof (the period commencing on the Effective Date and
ending on the earliest to occur of (a), (b), (c), (d) or (e) being referred to
herein as the “Plan Sales Period”).


4. Seller understands that Broker may effect Sales
hereunder jointly with orders for other sellers of Stock of the Issuer and that
the average price for executions resulting from bunched orders will be assigned
to Seller’s account. 


5. Seller represents and warrants that, as of the date
hereof, Seller is not aware of material, nonpublic information with respect to
the Issuer or any securities of the Issuer







(including the Stock) and is entering into this Sales
Plan in good faith and not as part of a plan or scheme to evade the
prohibitions of Rule 10b5-1. 


6. It is the intent of the parties that this Sales
Plan comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange
Act and this Sales Plan shall be interpreted to comply with the requirements of
Rule 10b5-1(c). Seller has consulted with Seller’s own advisors as to the legal
and tax aspects of Seller’s adoption and implementation of this Sales Plan.


7. Seller represents that Seller may be deemed an
“affiliate” of the Issuer as that term is defined under Rule 144 of the
Securities Act of 1933. Seller shall not take, and shall not cause any person
or entity with which he or she would be required to aggregate sales of Stock
pursuant to paragraph (a)(2) or (e) of Rule 144 to take, any action that would
cause the Sales not to comply with Rule 144. Seller has provided Broker with
five (5) executed, partially completed Forms 144, which Broker will complete
and file on behalf of the Seller. Seller understands and agrees that unless
otherwise agreed or instructed, Broker will make one Form 144 filing as
necessary at the beginning of each three-month period commencing prior to the
first Sale to be effected pursuant to this Plan, and that such Form 144 shall
specify that the Sales are being effected in accordance with a Sales Plan
intended to comply with Rule 10b5-1. Seller agrees to provide Broker with such
information as is reasonably necessary for Broker accurately and timely to
complete the Forms 144.


8. Seller represents and warrants that, except for the
requirements set forth herein, including the Rule 144 requirements, there are
no contractual, regulatory, or other restrictions applicable to the Sales
contemplated under this Sales Plan that would interfere with Broker’s ability
to execute Sales and effect delivery and settlement of such Sales on behalf of
Seller, other than restrictions with respect to which the Seller has obtained
all required consents, approvals and waivers. Seller shall notify Broker immediately
in the event that any of the above statements become inaccurate prior to the
termination of this Sales Plan.


9. Seller will not directly or indirectly communicate
any information relating to Issuer or Issuer securities to any employee of
Broker or its affiliates who is directly or indirectly involved in executing
this Sales Plan at any time while this Sales Plan is in effect.


10. Seller shall make all filings, if any, required
under Sections 13(d) and 16 of the Exchange Act. Seller and Broker have executed a “Broker’s
Authorization to Confirm and Provide Reports of Transfers Directly to Issuer”
in the form of Annex B hereto, authorizing Broker to deliver notifications of
Sales to the Issuer.


11. Seller understands that Broker may not effect a
Sale due to a market disruption or a legal, regulatory or contractual
restriction applicable to the Broker or any other event or circumstance (a
“Blackout”). Seller also understands that even in the absence of a Blackout,
Broker may be unable to effect Sales consistent with ordinary principles of
best execution due to insufficient volume of trading, failure of the Stock to
reach and sustain a limit order price, or other market factors in effect on the
date of a Sale set forth in Annex A (“Unfilled Sales”).


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12. Broker agrees that if Issuer enters into a
transaction that imposes trading restrictions on the Seller, such as a stock
offering requiring an affiliate lock-up (an “Issuer Restriction”), and if
Issuer and Seller shall provide Broker at least three (3) days’ prior notice of
such trading restrictions, then Broker will cease effecting Sales under this
Sales Plan until notified by Issuer and Seller that such restrictions have
terminated. In addition to the foregoing, to the extent that an issuer restriction
is imposed pursuant to the EZEM Sales Plan (an “EZEM Issuer Restriction”), and
Broker shall have received notice of such issuer restriction in accordance with
the provision of that plan, then Broker, in addition any cessation of sales
required under the EZEM Sales Plan, shall also cease effecting Sales under this
Sales Plan until notified in accordance with the provisions of the EZEM Sales
Plan that such restrictions have terminated. All required notifications to
Broker under this paragraph 12 shall be made in writing (signed by Seller and
Issuer) and confirmed by telephone as follows: (Attn: Structured Equity
Solutions, c/o Control Room; Fax No. (212) 902-0943; Tel: (212) 902-1511).
Broker shall resume effecting Sales in accordance with this Sales Plan as soon
as practicable after the cessation or termination of a Blackout, Issuer
Restriction or EZEM Issuer Restriction. Any Unfilled Sales, and any Sales that
would have been executed in accordance with the terms of Annex A but are not
executed due to the existence of a Blackout, Issuer Restriction or EZEM Issuer
Restriction, shall be deemed to be cancelled, and shall not be effected
pursuant to this Sales Plan.


13. This Sales Plan and its enforcement, and each transaction entered into
hereunder and all matters arising in connection with this Sales Plan and
transactions hereunder shall be governed by, and construed in accordance with,
the laws of the State of New York, without reference to its choice of law
doctrine. The Sales Plan may be modified, terminated or amended only by a writing signed by the parties hereto
(including the acknowledgement of the Issuer) and provided that any such
modification, or amendment shall only be permitted at a time when the Seller is
not aware of material nonpublic information concerning the Issuer or E-Z-EM,
Inc. or their securities. In the event of a modification or amendment to this
Sales Plan, or in the event Seller establishes a new plan after termination of
the Sales Plan, no sales shall be effected during the thirty days immediately
following such modification, amendment or termination (other than Sales already
provided for in the Sales Plan prior to modification, amendment or
termination).The parties agree that any termination of the Sales Plan shall
result in the simultaneous termination of the EZEM Sales Plan. 


14. Seller agrees that Broker and its affiliates and
their directors, officers, employees, and agents (collectively, “Broker
Persons”) shall not have any liability whatsoever to Seller for any action
taken or omitted to be taken in connection with the Sales Plan, the making of
any Sale, or any amendment, modification or termination of the Sales Plan,
unless such liability is determined in a non-appealable order of a court of
competent jurisdiction to have resulted solely from the negligence, willful
misconduct or bad faith of the Broker Person. Seller further agrees to hold
each Broker Person free and harmless from any and all losses, damages,
liabilities or expenses (including reasonable attorneys’ fees and costs) incurred
or sustained by such Broker Person in connection with or arising out of any
suit, action or proceeding relating to this Sales Plan, any Sale, or any
amendment, modification or termination of the Sales Plan (each an “Action”) and
to reimburse each Broker Person for its expenses, as they are incurred, in
connection with any Action, unless such loss, damage, liability or expense is
determined in a non-


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appealable order of a court of competent jurisdiction
to be solely the result of such Broker Person’s negligence, willful misconduct
or bad faith. This paragraph 14 shall survive termination of this Sales Plan. 


          IN
WITNESS WHEREOF, the undersigned have signed this Sales Plan as of the date
below.


	
   

  	
   

  	
   

  	
   

  	
   

  
	
  


  	
   

  	
   

  	
   

  
	
  Linda Stern

  	
   

  	
  Goldman, Sachs & Co.

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  	


  
	
   

  	
  


  	
   

  	
  Name: Michael Dweck


  
	
   

  	
   

  	
   

  	
  Title: Managing Director

  
	
  Acknowledged:

  	
   

  	
   

  
	
  ANGIODYNAMICS, INC.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  


  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  



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