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                                                                   EXHIBIT 10.14



                         MANAGEMENT CONTINUITY AGREEMENT

        This Management Continuity Agreement (the "Agreement") is made and
entered into effect as of April 6, 1998, by and between _____________ (the
"Employee") and Laserscope, a California corporation (the "Company").

RECITALS

        A.     It is expected that another company or other entity may from time
               to time consider the possibility of acquiring the Company or that
               a change in control may otherwise occur, with or without the
               approval of the Company's Board of Directors (the "Board"). The
               Board recognizes that such consideration can be a distraction to
               the Employee and can cause the Employee to consider alternative
               employment opportunities. The Board has determined that it is in
               the best interests of the Company and its shareholders to assure
               that the Company will have the continued dedication and
               objectivity of the Employee, notwithstanding the possibility,
               threat or occurrence of a Change of Control (as defined below) of
               the Company.

        B.     The Board believe that it is in the best interest of the Company
               and its shareholders to provide the Employee with an incentive to
               continue his or her employment with the Company.

        C.     The Board believes that it is imperative to provide the Employee
               with certain benefits upon a Change of Control and, under certain
               circumstances, upon termination of the Employee's employment in
               connection with a Change of Control, which benefits are intended
               to provide the Employee with financial security and provide
               sufficient income and encouragement to the Employee to remain
               with the Company notwithstanding the possibility of a Change of
               Control.

        D.     To accomplish the foregoing objectives, the Board of Directors
               has directed the Company, upon execution of this Agreement by the
               Employee, to agree to the terms provided in this Agreement.

        E.     Certain capitalized terms used in the Agreement are defined in
               Section 4 below.

               In consideration of the mutual covenants herein contained, and in
               consideration of the continuing employment of Employee by the
               Company, the parties agree as follows:

               1. At-Will Employment: The Company and the employee acknowledge
                  that the Employee's employment is and shall continue to be
                  at-will, as defined under applicable law. If the Employee's
                  employment terminates for any reason, including (without
                  limitation) any termination prior to a Change of Control, the
                  Employee shall not be entitled to any payments, benefits,
                  damages, awards or compensation other than as provided by this
                  Agreement, or as may otherwise be available in accordance with
                  the Company's established employee plans and written policies
                  at the time of termination. The terms of this Agreement shall
                  terminate upon the earlier of (I) the date that all
                  obligations of the parties hereunder have been satisfied, (ii)
                  two years after the new effective date, or (iii) twenty-four
                  (24) months after a Change of



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                  Control. A termination of the terms of this Agreement pursuant
                  to the preceding sentence shall be effective for all purposes,
                  except that such termination shall not affect the payment or
                  provision of compensation or benefits on account of a
                  termination of employment occurring prior to the termination
                  of the terms of this Agreement.

               2. Change of Control/Stock Options. Immediately upon the
                  effective date of the Change of Control, each stock option
                  granted for the Company's securities held by the Employee
                  shall become immediately vested and shall be exercisable in
                  full in accordance with the provisions of the option agreement
                  and plan pursuant to which such option was granted. Upon the
                  immediate vesting of such stock options, the Employee will
                  have the right (subject to any limitations imposed by Section
                  16 of the Securities Exchange Act of 1934 or other applicable
                  securities laws and the California Corporations Code and only
                  to the extent permitted by the terms of the applicable option
                  plan) to deliver a promissory note with a two (2) year term,
                  at the prime rate of interest determined as of the date of
                  payment of the exercise price for such options. The delivered
                  note will be non-recourse, and the Company or its successor
                  will look solely to the pledged shares for repayment.

               3.  Severance Benefits

                  (a) Termination Following A Change of Control. Subject to
                      Section 5 below, if the Employee's employment with the
                      Company is terminated at any time within 24 months after a
                      Change of Control, then the Employee shall be entitled to
                      receive severance benefits as follows:

                      (i)    Voluntary Resignation. If the Employee voluntarily
                             resigns from the Company (other than as an
                             Involuntary Termination (as defined below) or if
                             the Company terminates the Employee's employment
                             for Cause (as defined below), then the Employee
                             shall not be entitled to receive severance
                             payments. The Employee's benefits will be
                             terminated under the Company's then existing
                             benefit plans and policies in accordance with such
                             plans and policies in effect on the date of
                             termination.

                      (ii)   Involuntary Termination. If the Employee's
                             employment is terminated within 12 months of the
                             Change of Control as a result of Involuntary
                             Termination other than for Cause, the Employee
                             shall be entitled to receive 12 months severance
                             payments (the "Severance Period") from the date of
                             the Employee's termination. If the Employee's
                             employment is terminated after 12 months but within
                             24 months after the Change of Control, the Employee
                             shall be entitled to receive 9 months severance
                             payments (the "Severance Period") from the date of
                             the Employee's termination. The Employee's
                             severance payments shall be equal to the salary
                             which the Employee was receiving immediately prior
                             to the Change of Control plus a 25% bonus for
                             Executive Committee members and 45% for the CEO
                             shall be paid during the Severance Period in
                             accordance with the Company's standard payroll
                             practices or, at



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                             the Employee's election, shall be paid to the
                             Employee in lump sum within ten (10) days of the
                             Employee's termination date. Such election shall
                             not affect the length of the Severance Period nor
                             the provision of benefits within the Severance
                             Period. In addition, during the Severance Period,
                             the Employee shall be provided with benefits
                             substantially identical to those to which the
                             Employee was entitled immediately prior to the
                             Change of Control.

                      (iii)  Involuntary Termination for Cause. If the
                             Employee's employment is terminated for Cause, then
                             the Employee shall not be entitled to receive
                             severance payments. The Employee's benefits will be
                             terminated under the Company's then existing
                             benefits plans and policies in effect on the date
                             of termination.

                  (b) Termination Apart from Change of Control. In the event the
                      Employee's employment terminates for any reason prior to
                      the Change of Control, then the Employee shall not be
                      entitled to receive any severance payments under this
                      Agreement. The Employee's benefits will be terminated
                      under the Company's then existing benefit plans and
                      policies in accordance with such plans and policies in
                      effect on the date of termination.

               4. Definition of Terms. The following terms referred to in this
                  Agreement shall have the following meanings:

                  (a) Change of Control. "Change of Control" shall mean the
                      occurrence of any of the following events:

                      (i)    Ownership. Any "person" (as such term is used in
                             Sections 13(d) and 14(d) of the Securities Exchange
                             Act of 1934, as amended) is or becomes the
                             "beneficial owner" (as defined in Rule 13d-3 under
                             said Act), directly or indirectly, of securities of
                             the Company representing twenty percent (20%) or
                             more of the total voting power represented by the
                             Company's then outstanding voting securities
                             without the approval of the Board of Directors of
                             the Company; or

                      (ii)   Merger/Sale of Assets. A merger or consolidation of
                             the Company whether or not approved by the Board of
                             Directors of the Company, other than a merger or
                             consolidation which would result in the voting
                             securities of the Company outstanding immediately
                             prior thereto continuing to represent (either by
                             remaining outstanding or by being converted into
                             voting securities of the surviving entity) at least
                             fifty percent (50%) of the total voting power
                             represented by the voting securities of the Company
                             or such surviving entity outstanding immediately
                             after such merger or consolidation, or the
                             shareholders of the Company approve a plan of
                             complete liquidation of the Company or an agreement
                             for the sale or disposition by the Company of all
                             or substantially all of the Company's assets.

                      (iii)  Change in Board Composition. A change in the
                             composition of the Board of Directors of the
                             Company, as a result of which fewer than



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                             a majority of the directors are Incumbent
                             Directors. "Incumbent Directors" shall mean
                             directors who either (A) are directors of the
                             Company as of April 4, 1996, or (B) are elected, or
                             nominated for election, to the Board of Directors
                             of the Company with the affirmative votes of at
                             least a majority of the Incumbent Directors at the
                             time of such election or nomination (but shall not
                             include an individual whose election or nomination
                             is in connection with an actual or threatened proxy
                             contest relating to the election of directors to
                             the Company).

                  (b) Cause. "Cause" shall mean (i) material breach of any
                      material terms of this Agreement, (ii) conviction of a
                      felony, (iii) fraud, (iv) repeated unexplained or
                      unjustified absence, (v) willful breach of fiduciary duty
                      under applicable laws, this Agreement or Company policies
                      first in effect prior to the occurrence of a Change in
                      Control or (vi) gross negligence or willful misconduct
                      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.

                  (c) Involuntary Termination. "Involuntary Termination" will
                      include the Employee's voluntary termination, upon 30 days
                      prior written notice to the Company, following (i) a
                      material reduction in job responsibilities inconsistent
                      with the Employee's position with the Company and the
                      Employee's prior responsibilities, i.e., parent company
                      versus subsidiary level or type responsibility, or (ii)
                      relocation to a facility or location more than 50 miles
                      from the Company's current location, or (iii) reduction in
                      salary.

               5. Limitation on Payments.To the extent that any of the payments
                  or benefits provided for in this Agreement or otherwise
                  payable to the Employee constitute "parachute payments" within
                  the meaning of Section 280G of the Internal Revenue Code of
                  1986, as amended (the "Code") and, but for this Section 5,
                  would be subject to the excise tax imposed by Section 4999 of
                  the code, the Company shall reduce the aggregate amount of
                  such payments and benefits such that the present value thereof
                  (as determined under the Code and the applicable regulations)
                  is equal to 2.99 times the Employee's "base amount" as defined
                  in Section 280G (b)(3) of the Code.

               6. Successors. Any successor to the Company (whether direct or
                  indirect and whether by purchase, lease, merger,
                  consolidation, liquidation, or otherwise) to all or
                  substantially all of the Company's business and/or assets
                  shall assume the obligations under this Agreement and agree
                  expressly to perform the obligations under this Agreement n
                  the same manner and to the same extent as the company would be
                  required to perform such obligations in the absence of a
                  succession. The terms of this Agreement and all of the
                  Employee's rights hereunder shall insure to the benefit of,
                  and be enforceable by, the Employee's personal or legal
                  representatives, executors, administrators, successors, heirs,
                  distributees, devisees and legatees.



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               7. Notice. Notices and all other communications contemplated by
                  this Agreement shall be in writing and shall be deemed to have
                  been duly given when personally delivered or when mailed by
                  U.S. registered or certified mail, return receipt requested
                  and postage prepaid. Mailed notices to the Employee shall be
                  addressed to the Employee at the home address which the
                  Employee most recently communicated to the Company in writing.
                  In the case of the Company, mailed notices shall be addressed
                  to its corporate headquarters, and all notices shall be
                  directed to the attention of its Secretary.

               8.  Miscellaneous Provisions.

                  (a) No Duty to Mitigate.The Employee shall not be required to
                      mitigate the amount of any payment contemplated by this
                      Agreement (whether by seeking new employment or in any
                      other manner), nor, except as otherwise provided in this
                      Agreement, shall any such payment be reduced by any
                      earnings that the Employee may receive from any other
                      source.

                  (b) Waiver. No provision of this Agreement shall be modified,
                      waived or discharged unless the modification, waiver, or
                      discharge is agreed to in writing and signed bye the
                      Employee and by an authorized officer of the Company
                      (other than the Employee). No waiver by either party of
                      any breach of, or of compliance with, any condition or
                      provision of this Agreement by the other party shall be
                      considered a waiver of any other condition or provision or
                      of the same condition or provision at another time.

                  (c) Whole Agreement. No agreements, representations or
                      understandings (whether oral or written and whether
                      express or implied) which are not expressly set forth in
                      this Agreement have been made or entered into by either
                      party with respect to the subject matter hereof. This
                      Agreement supersedes any agreement of the same title and
                      concerning similar subject matter dated prior to the date
                      of this Agreement, and by execution of this Agreement both
                      parties agree that any such predecessor agreement shall be
                      deemed null and void.

                  (d) Choice of Law. The validity, interpretation, construction
                      and performance of this Agreement shall be governed by the
                      laws of the State of California without reference to
                      conflict of law provisions.

                  (e) Severability. If any term or provision of this Agreement
                      or the application thereof to any circumstance shall, in
                      any jurisdiction and to any extent, be invalid or
                      unenforceable, such term or provision shall be ineffective
                      as to such jurisdiction to the extent of such invalidity
                      or unenforceability without invalidating or rendering
                      unenforceable the remaining terms and provisions to
                      circumstances other than those as to which it is held
                      invalid or unenforceable, and a suitable and equitable
                      term or provision shall be substituted therefore to carry
                      out, insofar as may be valid and enforceable, the intent
                      and purpose of the invalid or unenforceable term or
                      provision.



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                  (f) Arbitration. Any dispute or controversy arising under or
                      in connection with this Agreement may be settled at the
                      option of either party by binding arbitration in the
                      County of Santa Clara, California, in accordance with the
                      rules of the American Arbitration Association then in
                      effect. Judgment may be entered on the arbitrator's award
                      in a court having jurisdiction. Punitive damages shall not
                      be awarded.

                  (g) Legal Fees and Expenses. The parties shall each bear their
                      own expenses, legal fees and other fees incurred in
                      connection with this Agreement.

                  (h) No Assignment of Benefits. The rights of any person to
                      payments or benefits under this Agreement shall not be
                      made subject to option or assignment, either by voluntary
                      or involuntary assignment or by operation of law,
                      including (without limitation) bankruptcy, garnishment,
                      attachment or other creditor's process, and any action in
                      violation of this subsection (h) shall be void.

                  (i) Employment Taxes. All payments made pursuant to this
                      Agreement will be subject to withholding of applicable
                      income and employment taxes.

                  (j) Assignment by Company. The Company may assign its rights
                      under this Agreement to an affiliate, and an affiliate may
                      assign its rights under this Agreement to another
                      affiliate of the Company or to the Company; provided,
                      however, that no assignment shall be made if the net worth
                      of the assignee is less than the net worth of the Company
                      at the time of the assignment. In the case of any such
                      assignment, the term "Company" when used in a section of
                      this Agreement shall mean the corporation that actually
                      employs the Employee.

                  (k) Counterparts. This Agreement may be executed in
                      counterparts, each of which shall be deemed an original,
                      but all of which together will constitute one and the same
                      instrument.

          IN WITNESS WHEREOF, each of the parties has executed this Agreement,
in the case of the Company by its duly authorized officer, as of the day and
year first above written.

LASERSCOPE

By: _________________________                    By:__________________________
    (Title)                                         (Employee)







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