October
        11, 2005

      


      


      Michael
        Angel

      4104
        Terra Alta Dr.

      San
        Ramon, CA 94583

      


      Dear
        Michael:

      


      On
        behalf
        of RITA Medical Systems, Inc. (the “Company”),
        I am
        pleased to offer you the position of Chief Financial Officer. Speaking for
        myself, as well as the other members of the Company’s management team, we are
        all very impressed with your credentials and we look forward to your future
        success in this position.

       

      The
        terms
        of your new position with the Company are as set forth below:

       

      1.    Position.

       

      a.
        You
        will become the Chief Financial Officer,
        working
        out of the Company’s office in Fremont, California. You will report to the
        Company’s Chief Executive Officer.

       

      b.
        You
        agree to the best of your ability and experience that you will at all times
        loyally and conscientiously perform all of the duties and obligations required
        of and from you pursuant to the express and implicit terms hereof, and to
        the
        reasonable satisfaction of the Company. During the term of your employment,
        you
        further agree that you will devote all of your business time and attention
        to
        the business of the Company, the Company will be entitled to all of the benefits
        and profits arising from or incident to all such work services and advice,
        you
        will not render commercial or professional services of any nature to any
        person
        or organization, whether or not for compensation, without the prior written
        consent of the Company’s Board of Directors, and you will not directly or
        indirectly engage or participate in any business that is competitive in any
        manner with the business of the Company. Nothing in this letter agreement
        will
        prevent you from accepting speaking or presentation engagements in exchange
        for
        honoraria or from serving on boards of charitable organizations, or from
        owning
        no more than one percent (1%) of the outstanding equity securities of a
        corporation whose stock is listed on a national stock exchange.

       

      2.    Start
        Date.
        Subject
        to fulfillment of any conditions imposed by this letter agreement, you will
        commence this new position with the Company on October 17, 2005. 

       

      3.    Proof
        of Right to Work.
        For
        purposes of federal immigration law, you will be required to provide to the
        Company documentary evidence of your identity and eligibility for employment
        in
        the United States. Such documentation must be provided to us within three
        (3)
        business days of your date of hire, or our employment relationship with you
        may
        be terminated.

       

      4.    Compensation.

       

      a. Base
        Salary.
        You will
        be paid a monthly gross salary of $20,833.33, which is equivalent to $250,000
        on
        an annualized basis. Your salary will be payable in two equal payments on
        the
        15th
        and the
        last day of the month.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      b. Bonus.
        You will be eligible to participate in the Company management cash bonus
        program
        at the Vice President level.

       

      c. Annual
        Review.
        Your
        base salary will be reviewed as part of the Company’s normal annual salary
        review process.

       

      5.    Stock
        Options.

       

      a.
        Initial
        Grant.
        In
        connection with the commencement of your employment, the Company will recommend
        that the Board of Directors, or a Committee of the Board of Directors, grant
        you
        an option to purchase 300,000 shares of the Company’s Common Stock
        (“Shares”)
        with
        an exercise price equal to the fair market value on the date of the grant.
        These
        option shares will vest at the rate of 1/8 of the total after the first six
        months of employment and then 1/48 of the total per month, such that the
        options
        will become fully vested at the end of four years. Vesting will, of course,
        depend on your continued employment with the Company. The option will be
        an
        incentive stock option to the maximum extent allowed by the tax code and
        will be
        subject to the terms of the Company’s 2000 Incentive Stock Option Plan and the
        Stock Option Agreement between you and the Company. This option is subject
        to
        the approval of the Company’s Board of Directors or designated Committee of the
        Board.

       

      b.
        Subsequent
        Option Grants.
        Subject
        to the discretion of the Company’s Board of Directors, you may be eligible to
        receive additional grants of stock options or purchase rights from time to
        time
        in the future, on such terms and subject to such conditions as the Board
        of
        Directors shall determine as of the date of any such grant.

       

      6.    Benefits.

       

      a. Insurance
        Benefits.
        The
        Company will make available to you medical, dental, vision, life and long-term
        disability insurance benefits. More detailed information will be provided
        in a
        new-hire packet that will be given to you after your acceptance of this
        offer.

       

      b. Vacation.
        You
        will
        be entitled to 3 weeks paid vacation per year, pro-rated for the remainder
        of
        this calendar year. Vacation accrues as follows: five (5) hours accrue per
        pay
        period from your date of hire. During the first six months, no vacation may
        be
        taken unless a special exception has been granted.

       

      c. 401K
        Retirement Plan.
        You will
        be eligible to participate in the Company’s employee-contribution 401K
        Retirement Plan beginning on the first January 1, April 1, July 1, or October
        1
        following commencement of your employment. 

       

      d. Employee
        Stock Purchase Plan.
        You will
        be eligible to participate in the Company’s Employee Stock Purchase Plan
        beginning on the first February 1 or August 1 following commencement of your
        employment.

       

      
        
           

        

        
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      7.    Severance
        Benefits.
        In the
        event that the Company or its successor in interest terminates your employment
        without Cause (as defined below), then you will be entitled to receive
        continuation of your then-current monthly base salary for twelve (12) months
        following your termination date. This salary continuation shall be contingent
        upon confirmation to the Company’s satisfaction that you are actively seeking
        Full-Time Employment, which for purposes of this Offer Letter shall be defined
        as at least thirty-five (35) hours per week of compensated labor, including
        consulting and other work. In the event that you commence Full-Time Employment,
        your salary continuation will cease. In addition, following the termination
        of
        your employment, the Company will pay your COBRA insurance premiums (provided
        that you elect such coverage) until the earlier of (A) six (6) months following
        your termination date or (B) the date on which you become eligible for insurance
        benefits from another employer. Upon
        termination of
        your
        employment with
        the
        Company, you will be entitled to receive benefits only as set forth herein
        or as
        otherwise provided by applicable law. Your entitlement to these severance
        benefits will be conditioned upon your execution and delivery to the Company
        of
        (i) a general mutual release of all claims (provided that the Company shall
        not
        be required to release any claims arising from a material breach by you of
        the
        Confidentiality Agreement (as defined below)) and (ii) a resignation from
        all of
        your positions with the Company. In the event that your employment is terminated
        prior to completing 12 months of employment as the CFO for RITA Medical,
        then
        your salary continuation shall be limited to the number of months that you
        were
        employed prior to your termination.

       

      For
        purposes of this Offer Letter, “Cause”
        shall
        mean (i) gross negligence or willful misconduct in the performance
        of the
        Employee’s duties to the Company where such gross negligence or willful
        misconduct has resulted or is likely to result in substantial and material
        damage to the Company or its subsidiaries, (ii) repeated unexplained
        or
        unjustified absence from the Company, (iii) a material and willful
        violation of any federal or state law; (iv) commission of any act
        of fraud
        with respect to the Company; or (v) conviction of a felony or a crime
        involving moral turpitude causing material harm to the standing and reputation
        of the Company, in each case as determined in good faith by the Board of
        Directors of the Company.


       

      8.    Confidential
        Information and Invention Assignment Agreement.
        Your
        acceptance of this offer and commencement of employment with the Company
        is
        contingent upon the execution, and delivery to an officer of the Company,
        of the
        Company’s Confidential Information and Invention Assignment Agreement, a copy of
        which is enclosed for your review and execution (the “Confidentiality
        Agreement”),
        prior
        to or on your Start Date.

       

      9.    Confidentiality
        of Terms.
        You
        agree to follow the Company’s strict policy that employees must not disclose,
        either directly or indirectly, any information, including any of the terms
        of
        this agreement, regarding compensation, or stock purchase or option allocations
        to any person, including other employees of the Company; provided, however,
        that
        you may discuss such terms with members of your immediate family and any
        legal,
        tax or accounting specialists who provide you with individual legal, tax
        or
        accounting advice.

       

      10.    At-Will
        Employment.
        Your employment
        with the Company will be on an “at will” basis, meaning that either you or the
        Company may terminate your employment at any time for any reason or no reason,
        without further obligation or liability.

       


      
        
           

        

        
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      We
        are
        all delighted to be able to extend you this offer and look forward to working
        with you. To indicate your acceptance of the Company's offer, please sign,
        date
        this letter in the space provided below, and return it to me, along with
        a
        signed and dated copy of the Confidentiality Agreement. This letter, together
        with the Confidentiality Agreement, set forth the terms of your employment
        with
        the Company and supersedes any prior representations or agreements, whether
        written or oral. This letter may not be modified or amended except by a written
        agreement, signed by the Company and by you. This offer will expire unless
        signed by you by October 17, 2005.

       

      Very
        truly yours,

      


      RITA
        MEDICAL SYSTEMS, INC.

      


      By:/s/Joseph
        DeVivo

      Joseph
        DeVivo

      Title:
        Chief Executive Officer

      ACCEPTED
        AND AGREED:

      MICHAEL
        ANGEL

      


      /s/Michael
        Angel 

      Signature

      


      October
        11, 2005 

      Date

      


      Enclosure: Confidential
        Information
        and Invention Assignment Agreement

       

      
        
           

        

        
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