Form of Resale Restriction Agreement



 EXHIBIT 10.1 
  
 BIOLASE TECHNOLOGY, INC. 
  
 RESALE RESTRICTION AGREEMENT 
  
 This RESALE RESTRICTION AGREEMENT (the “Agreement”) with respect to certain stock option award agreements (the “Option
Agreements”) issued under the BIOLASE Technology, Inc. 2002 Stock Incentive Plan (the “Plan”) is made by and between BIOLASE Technology, Inc., a Delaware corporation (the “Company”), and
[                                    ] (the
“Holder”). 
  
 WHEREAS, the Holder has been
granted one or more options (the “Options”) to acquire shares of common stock of the Company (the “Shares”) in such quantities and at the exercise prices set forth in Exhibit A hereto pursuant to the Option
Agreements; 
  
 WHEREAS, subject to the Holder agreeing to the
terms of this Agreement, the Options are fully vested and exercisable by reason of an action of the Compensation Committee of the Company’s Board of Directors effective December 16, 2005; and 
  
 WHEREAS, the Company and the Holder wish to impose certain resale
restrictions on the Shares subject to the Options, as provided herein on the terms and conditions contained herein. 
  
 NOW, THEREFORE, it is agreed as follows: 
  
 1. The Holder acknowledges that he or she has reviewed this Agreement in full. The Holder further acknowledges that the Holder has consented to the
acceleration of vesting of the Options, notwithstanding any effect that the acceleration of vesting may have on the status of the Options as incentive stock options under the Internal Revenue Code (if applicable). 
  
 2. The Holder agrees not to sell, contract to sell, grant any option to
purchase, transfer the economic risk of ownership in, make any short sale of, pledge or otherwise transfer or dispose of any Shares (or any interest in any Shares) until the Shares have been released from the foregoing resale restrictions
(hereinafter referred to as the “Resale Restrictions”), except as may be necessary to satisfy withholding taxes related to the exercise of the Option. 
  
 3. The Holder agrees that all of the Shares subject to Options set forth in Exhibit A shall be subject to the Resale
Restrictions. 
  
 4. The Resale Restrictions shall lapse in
accordance with the original vesting schedule with respect to each grant referenced in Exhibit A. 
  
 5. The Holder acknowledges and agrees that in the event the Holder’s employment or service with the Company is terminated for any reason, the Shares
subject to the Option shall not become free from the Resale Restrictions, and such Resale Restrictions shall continue to lapse based upon the schedule set forth in Exhibit A. 







 6. The Holder acknowledges and agrees that the stock certificate issued as a result of the exercise of
any of the Options set forth in Exhibit A shall bear the following restrictive legend which restricts the transferability of the Shares: 
  
 THE SALE, PLEDGE, HYPOTHECATION, ASSIGNMENT OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A
RESALE RESTRICTION AGREEMENT BY AND BETWEEN THE STOCKHOLDER AND THE CORPORATION. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION. 
  
 7. This Agreement shall be effective as of December 16, 2005. 
  
 8. The Holder represents and warrants that he or she has full power to enter
into this Agreement. 
  
 9. This Agreement, the Option Agreement
and the Plan constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior understandings and agreements of the Company and the Holder with respect to the subject matter hereof,
and may not be modified except by means of a writing signed by the Company and the Holder. This Agreement is to be construed in accordance with and governed by the internal laws of the State of California without giving effect to any choice of law
rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of California to the rights and duties of the parties. Nothing in this Agreement (except as expressly provided herein) is intended to
confer any rights or remedies on any persons other than the parties. Should any provision of this Agreement be determined to be illegal or unenforceable, such provision shall be enforced to the fullest extent allowed by law and the other provisions
shall nevertheless remain effective and shall remain enforceable. 
  
 10. This Agreement shall be binding upon the Company and the Holder as well as the successors and assigns (if any) of the Company and the Holder. 
  
 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered on the date set forth beside such party’s signature.

  

			
	 BIOLASE TECHNOLOGY, INC.

		
	By:	 	 



			
	 Print Name:
	 	 



			
	 Title:
	 	 


  

			
	 HOLDER

	
	 



			
	 Print Name:
	 	 









 SCHEDULE TO 
 BIOLASE TECHNOLOGY, INC. 
 RESALE RESTRICTION AGREEMENT 
  
 The foregoing form of BIOLASE Technology, Inc. (“BIOLASE”) Resale
Restriction Agreement was entered into between BIOLASE and the following executive officers, effective December 16, 2005, with respect to the acceleration of vesting for the following unvested stock option shares: 
  

					
	 Name

	  	 Title

	  	Unvested Shares


	Robert E. Grant	  	President and Chief Executive Officer	  	289,178
			
	Richard L. Harrison	  	Executive Vice President, Chief Financial Officer and Secretary	  	250,000
			
	James M. Haefner	  	Executive Vice President Sales	  	120,000
			
	Keith G. Bateman	  	Executive Vice President Marketing	  	25,000