Exhibit
10.8


LOCK
UP AGREEMENT


May 1, 2006


RBC Capital Markets Corporation

One Liberty Plaza

165 Broadway

New York, NY 10006


          Re:
AngioDynamics, Inc. (the “Company”)


Ladies and Gentlemen:


          The
undersigned is an owner of record or beneficially, or a pledgee of, certain
shares of common stock of the Company (“Common Stock”) or securities
convertible into or exchangeable or exercisable for Common Stock. The Company
proposes to carry out a public offering of Common Stock (the “Offering”) for which
you will act as representatives (the “Representatives”) of the several
underwriters (the “Underwriters”). The undersigned recognizes that the Offering
will be of benefit to the undersigned and will benefit the Company by, among
other things, raising additional capital for its operations. The undersigned
acknowledges that you will be relying upon the representations and agreements
of the undersigned contained in this letter in carrying out the Offering and in
entering into underwriting arrangements with the Company with respect to the
Offering (the “Underwriting Agreement”).


          In
consideration of the foregoing, the undersigned hereby agrees that for a period
of 90 days from the date of the final prospectus relating to the Offering the
undersigned will not, without the prior written consent of RBC Capital Markets
Corporation (which such consent may be withheld in its sole discretion),
directly or indirectly, (i) sell, offer to sell, contract to sell, hypothecate,
pledge, loan, grant any option to purchase or otherwise transfer or dispose of,
or file (or participate in the filing of) a registration statement with the
Securities and Exchange Commission (the “Commission”) in respect of, or
establish or increase a put equivalent position or liquidate or decrease a call
equivalent position within the meaning of Section 16 of the Securities Exchange
Act of 1934, as amended, and the rules and regulations of the Commission
promulgated thereunder with respect to, any Common Stock of the Company or any
securities convertible into or exercisable or exchangeable for Common Stock,
(ii) enter into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of Common Stock
or any securities convertible into or exercisable or exchangeable for Common
Stock, whether any such transaction is to be settled by delivery of Common
Stock or such other securities, in cash or otherwise, or (iii) publicly
announce an intention to effect any transaction specified in clause (i) or
(ii).


          Notwithstanding
the foregoing, this letter agreement (this “Agreement”) shall not apply to (a)
the sale of any Common Stock to the Underwriters pursuant to Underwriting
Agreement, (b) a bona fide gift or gifts, provided the recipient or recipients
thereof agree in writing to be bound by the terms of this Agreement, (c)
dispositions to any trust for the direct or indirect benefit of the undersigned
or the immediate family of the undersigned, provided that such trust







agrees in writing to be bound by the terms of this
Agreement, (d) dispositions effected to the heirs or assigns of the
undersigned, provided that such heir or assign agrees in writing to be bound by
the terms of this Agreement, (e) sale of any Common Stock in a private
transaction not effected
from or through a broker or dealer on a securities exchange, or through an
inter-dealer quotation system or electronic communications network or
(f) the sale of any Common Stock executed pursuant to the terms of paragraph
(g) of the private letter ruling received by E-Z-EM, Inc. on February 6, 2004.
For purposes of this paragraph, “immediate family” shall mean the undersigned
and the spouse, lineal descendant, father, mother, brother or sister of the
undersigned.


          The
undersigned agrees and consents to the entry of stop transfer instructions with
the Company’s transfer agent and registrar against the transfer of shares of
Common Stock or securities convertible into or exchangeable or exercisable for
Common Stock held by the undersigned except in compliance with the foregoing
restrictions.


          The
undersigned understands that the Company, the Underwriters and the
Representatives will proceed with the Offering in reliance on this Agreement.
If (i) the Company notifies you in writing that it does not intend to proceed
with the Offering, (ii) the registration statement filed with the Securities
and Exchange Commission with respect to the Offering (the “Registration
Statement”) is withdrawn, (iii) for any reason the Underwriting Agreement shall
be terminated prior to the time of purchase (as defined in the Underwriting
Agreement), or (iv) the closing of the offering, as set forth in Section 2(b)
of the Underwriting Agreement, has not occurred on or before July 31, 2006, this
Agreement shall be terminated and the undersigned shall be released from its
obligations hereunder. The undersigned acknowledges that the Company’s
intentions with respect to the Offering represent confidential information of
the Company, and the undersigned agrees to keep this information confidential
prior to the filing of the Registration Statement.


          This
Agreement is irrevocable and will be binding on the undersigned and the
respective successors, heirs, personal representatives, and assigns of the
undersigned. 


	
   

  	
   

  
	
   

  	
  Yours very truly,

  
	
   

  	
   

  
	
   

  	
  


  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
  


  
	
   

  	
  Printed Name of Holder

  
	
   

  	
   

  
	
   

  	
  


  
	
   

  	
  Printed Name of Person Signing

  (and indicate capacity of person signing as if signing custodian, trustee, or
  on behalf of

  an entity)