Incentive Stock Option Agreement

[Date]

Dear ________________________:

      I am pleased to inform you that Diomed Holdings, Inc. (the "Company") has
granted you incentive stock options to purchase shares of the Company's Common
Stock as set forth below.

      The grant of this option is made pursuant to the Diomed Holdings, Inc.
2003 Omnibus Incentive Plan (the "Plan"). This Stock Option is intended to
qualify as an "incentive stock option" under Section 422 of the Internal Revenue
Code of 1986, as amended from time to time. The terms of the Plan are
incorporated into this letter and in the case of any conflict between the Plan
and this letter, the terms of the Plan shall control.

      Now, therefore, in consideration of the foregoing and the mutual covenants
hereinafter set forth:

            1. Incentive Stock Option. The Company hereby grants you an
incentive stock option ("ISO") to purchase from the Company [______] shares of
Company Common Stock at a price of [$_____] per share. The Date of Grant is
[________________]. Unless earlier exercised or terminated in accordance with
the terms hereunder and in the Plan, this ISO will expire on the date that is
the tenth anniversary of the Date of Grant. [MAXIMUM OF 10 YEARS PERMITTED UNDER
PLAN]

            2. Entitlement to Exercise the ISO. The grant of the ISO is subject
to the following terms and conditions:

                  (a) The ISO shall be exercisable in accordance with the
following schedule:

                  3 year vesting on a quarterly basis in arrears from the Date
of Grant.

      The ISO shall cease to vest as of the date of termination for any reason
of your employment or other relationship underlying the issuance of this ISO.

            (b) If you die when any portion of the ISO is exercisable, then the
person to whom your rights under the ISO shall have passed by will or by the
laws of distribution may exercise any of the exercisable portion of the ISO
within one (1) year after your death, provided that no ISO may be exercised in
any event more than ten years after the Date of Grant. [MAXIMUM OF 10 YEARS
PERMITTED UNDER PLAN]
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            3. Method of Exercise & Payment Under ISO. You may exercise the
vested portion of the ISO in whole or in part, by giving written notice to the
Company which shall state the election to exercise the ISO and the number of
shares of Company Stock with respect to which the ISO is being exercised. The
written notice shall be signed by the person exercising the ISO, shall be
delivered to the Corporate Secretary of the Company at the Company's principal
executive office, and shall be accompanied by payment in full of the exercise
price for the shares of Company Stock being purchased, by delivery of cash or
check.

            4. Tax Withholding. As a condition of exercise, you agree that at
the time of exercise that you will pay to the Company the Applicable Withholding
Taxes, if any, that the Company is required to withhold in connection with the
exercise of the ISO. To satisfy the Applicable Withholding Taxes, you may elect
to (i) make cash payment or authorize additional withholding from cash
compensation, or (ii) have the Company retain that number of shares of Company
Stock that would satisfy all or a portion of the Applicable Withholding Taxes.

            5. Transferability of ISO. The ISO is not transferable by you (other
than by will or by the laws of descent and distribution) and may be exercised
during your lifetime only by you.

            6. Termination of ISO. In the event that your employment or other
relationship underlying the issuance of this ISO is terminated for Cause, your
vested and non-vested ISO rights shall be forfeited and terminated immediately
and may not thereafter be exercised to any extent.

            In the event that your employment or other relationship underlying
the issuance of this ISO is terminated by you or the Company for any reason
other than Cause or your death, you shall have the right to exercise the portion
of the ISO that has vested as of the date of such termination at any time during
the ninety (90) day period following the date of such termination, and not
thereafter, provided that no ISO may be exercised in any event more than ten
(10) years after the Date of Grant

            7. Adjustments. If the number of outstanding shares of Company Stock
is increased or decreased as a result of one or more stock splits, reverse stock
splits, stock dividends, recapitalizations, mergers, share exchange
acquisitions, combinations or reclassifications, the number of shares with
respect to which you have an unexercised ISO and the ISO price shall be
appropriately adjusted as provided in the Plan.
<PAGE>

            8. Delivery of Certificate. The Company may delay delivery of the
certificate for shares purchased pursuant to the exercise of an ISO until (i)
receipt of any required representation by you or completion of any registration
or other qualification of such shares under any state or federal law regulation
that the Company's counsel shall determine as necessary or advisable, and (ii)
receipt by the Company of advice by counsel that all applicable legal
requirements have been complied with. As a condition of exercising the ISO, you
may be required to execute a customary written indication of your investment
intent and such other agreements the Company deems necessary or appropriate to
comply with applicable securities laws.

            9. No Guaranteed Right of Employment. If you are employed by the
Company, nothing contained herein shall confer upon you any right to be
continued in the employment of the Company or interfere in any way with the
right of the Company to terminate your employment at any time for any cause.

            10. Notice of Disqualifying Dispositions. You agree to notify the
Company in writing immediately after you make a disposition of any shares
acquired upon exercise of this ISO if such disposition occurs before the later
of (a) the date that is two years after the Date of Grant, or (b) the date that
is one year after the date that you acquired such shares upon exercise of this
ISO.

            11. Notices. Notices hereunder shall be mailed or delivered to the
Company at its principal place of business, and shall be delivered to you in
person or mailed or delivered to you at the address set forth below, or in
either case at such other address as one party may subsequently furnish to the
other party in writing.

            12. Choice of Law. This Agreement shall be governed by Delaware law,
without giving effect to the conflicts of laws provisions thereof.

                               Diomed Holdings, Inc.

                               -------------------------------------
                               Christopher J. Geberth
                               Vice President - Finance Corporate Controller

ACKNOWLEDGEMENT BY OPTIONEE

The foregoing ISO is hereby accepted and the terms and conditions thereof hereby
agreed to by the undersigned as of the Date of Grant specified above.

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                                            Optionee's Signature

                                            Optionee's Address:

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