EX 10.10


    
      Execution
        Version

    

     

    SHARE
      CHARGE

    


    DATED
      28th SEPTEMBER 2007

    DIOMED,
      INC.

     

    as
      Chargor

    


    HERCULES
      TECHNOLOGY CAPITAL GROWTH, INC.

    as
      Chargee

    


    Bingham
      McCutchen (London) LLP

    London

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      Table
        of
        Contents

    

    

      
        	 	
                Page

              
	CONTENTS	 
	 	 
	
                1

              	
                DEFINITIONS
                  AND INTERPRETATION

              	
                1

              
	
                2

              	
                UNDERTAKING
                  TO PAY

              	
                3

              
	
                3

              	
                FIXED
                  CHARGES

              	
                3

              
	
                4

              	
                FURTHER
                  ASSURANCE AND ADDITIONAL OBLIGATIONS

              	
                3

              
	
                5

              	
                SECURITIES

              	
                4

              
	
                6

              	
                REPRESENTATIONS

              	
                5

              
	
                7

              	
                GENERAL
                  UNDERTAKINGS

              	
                7

              
	
                8

              	
                POWERS
                  OF THE CHARGEE

              	
                7

              
	
                9

              	
                APPOINTMENT
                  OF RECEIVER

              	
                7

              
	
                10

              	
                POWER
                  OF ATTORNEY

              	
                9

              
	
                11

              	
                FINANCIAL
                  COLLATERAL

              	
                10

              
	
                12

              	
                PROTECTION
                  OF PURCHASERS

              	
                10

              
	
                13

              	
                SAVING
                  PROVISIONS

              	
                10

              
	
                14

              	
                CONSOLIDATION
                  OF ACCOUNTS AND SET-OFF

              	
                12

              
	
                15

              	
                RETENTION
                  OF SECURITY

              	
                12

              
	
                16

              	
                CURRENCY

              	
                12

              
	
                17

              	
                APPLICATION

              	
                12

              
	
                18

              	
                NOTICES

              	
                13

              
	
                19

              	
                NEW
                  ACCOUNTS

              	
                13

              
	
                20

              	
                CONTINUING
                  SECURITY

              	
                14

              
	
                21

              	
                CHANGE
                  OF PARTIES

              	
                14

              
	
                22

              	
                TAX
                  AND INDEMNITIES

              	
                14

              
	
                23

              	
                OTHER
                  INDEMNITIES

              	
                15

              
	
                24

              	
                REMEDIES
                  CUMULATIVE ETC.

              	
                16

              
	
                25

              	
                PROVISIONS
                  SEVERABLE

              	
                16

              
	
                26

              	
                CHARGEE’S
                  CERTIFICATE

              	
                16

              
	
                27

              	
                AMENDMENTS

              	
                16

              
	
                28

              	
                AMENDMENTS
                  TO LOAN DOCUMENTS

              	
                16

              
	
                29

              	
                COUNTERPARTS

              	
                16

              
	
                30

              	
                LAW

              	
                16

              
	
                31

              	
                ENFORCEMENT

              	
                17

              
	THE
                SCHEDULE	
                18

              
	SHARES	
                18

              


      

    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    THIS
      DEED is
      dated
      28th September 2007 and made between: 

     

    
      	(1)	
              DIOMED,
                INC., a
                company incorporated under the laws of Delaware, United States with
                registered organisational identification number 2838212 (the "Chargor");
                and

            


    

     

    
      	(2)	
              HERCULES
                TECHNOLOGY CAPITAL GROWTH, INC.,
                a
                company organised under the laws of the State of Maryland with its
                principal place of business at 400 Hamilton Ave., Suite 310, Palo
                Alto,
                California 94301 (the “Chargee”).

            


    

     

    RECITALS

     

    
      	
              (A)

            	
              By
                a loan and security agreement (as amended, and which may from time
                to time
                be further amended, modified, supplemented, extended or restated,
                the
                "Loan
                Agreement")
                dated as of September 28, 2007 and made between Diomed Holdings,
                Inc. (the
                "Parent"),
                the Chargor and the Chargee, the Chargee agreed to make available
                certain
                facilities on the terms and conditions contained in the Loan
                Agreement.

            


    

     

    
      	
              (B)

            	
              It
                is a term of the Loan Agreement that the Chargor enter into this
                Share
                Charge.

            


    

     

    THIS
      DEED WITNESSES

     

    
      	
              1

            	
              DEFINITIONS
                AND INTERPRETATION

            


    

     

    
      	
              1.1

            	
              Definitions

            


    

     

    In
      this
      Share Charge, unless otherwise defined or provided for in this Share Charge,
      words and expressions shall have the same meanings as is given to them in the
      Loan Agreement. In addition, the following definitions apply:

     

    "Borrower"
      has the
      meaning given to it in the Loan Agreement.

     

    "Charged
      Portfolio"
      means
      the Securities and the Related Assets.

     

    "Default
      Rate"
      means
      the rate of interest per annum as described in Section 2.3 of the Loan
      Agreement.

     

    "Group"
      means
      the Parent and each of its Subsidiaries for the time being.

     

    "Loan
      Documents"
      has the
      meaning given to it in the Loan Agreement.

     

    "Party"
      means a
      party to this Share Charge.

     

    "Receiver"
      means a
      receiver appointed pursuant to the provisions of this Share Charge or pursuant
      to any applicable law and such expression shall include, without limitation,
      a
      receiver and manager.

     

    "Related
      Assets"
      means
      all dividends, interest and other monies payable in respect of the Shares and
      all other rights, benefits and proceeds in respect of or derived from the Shares
      (by way of redemption, bonus, preference, option, substitution, conversion
      or
      otherwise).

     

    "Secured
      Obligations"
      means
      the actual, contingent, present and/or future obligations and liabilities of
      each Borrower to the Chargee under or pursuant to the Loan
      Documents.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Securities"
      means:

     

    
      	
            	(a)	
              all
                securities and investments of any kind (including the Shares and
                all
                stocks, shares, debentures, books, notes, loan capital, units, depositing
                receipts, commercial paper and certificates of deposit) of Diomed
                Limited;
                and

            


    

     

    
      	
            	(b)	
              all
                warrants, options or other rights to subscribe for, purchase or otherwise
                acquire securities or investments of Diomed Limited;
                

            


    

     

    (including,
      without limitation, the Securities listed in the Schedule (Shares))
      in
      each case now, or from time to time, owned by the Chargor or (to the extent
      of
      its interest) in which it now, or from time to time, has an
      interest.

     

    "Security"
      means a
      mortgage, charge, pledge, lien or other security interest securing any
      obligation of any person or any other agreement or arrangement having a similar
      effect.

     

    "Shares"
      means
      the issued shares in Diomed Limited that are listed and described in the
      Schedule (Shares).

     

    
      	
              1.2

            	
              Clause
                Headings

            


    

     

    Clause
      headings are for convenience of reference only and shall not affect the
      construction of this Share Charge.

     

    
      	
              1.3

            	
              Interpretation

            


    

     

    In
      this
      Share Charge (unless otherwise provided):

     

    
      	 	
              (a)

            	
              references
                to Clauses and Schedules are to be construed as references to the
                Clauses
                of, and Schedules to, this Share
                Charge;

            


    

     

    
      	 	
              (b)

            	
              references
                to this Share Charge or to any other document or agreement are to
                be
                construed as references to this Share Charge or that document or
                agreement
                as is in force for the time being and as amended, varied, supplemented,
                substituted or novated from time to
                time;

            


    

     

    
      	 	
              (c)

            	
              words
                importing the singular shall include the plural and vice
                versa;

            


    

     

    
      	 	
              (d)

            	
              references
                to a person shall be construed so as to include that person's assigns,
                transferees or successors in title and shall be construed as including
                references to an individual, firm, partnership, joint venture, company,
                corporation, unincorporated body of persons or any state or any agency
                thereof;

            


    

     

    
      	 	
              (e)

            	
              references
                to any statute or statutory provision include any statute or statutory
                provision which amends, extends, consolidates or replaces the same,
                or
                which has been amended, extended, consolidated or replaced by the
                same,
                and shall include any orders, regulations, instruments or other
                subordinate legislation made under the relevant
                statute;

            


    

     

    
      	 	
              (f)

            	
              references
                to liability or liabilities are to be construed to include all liabilities
                and obligations whether actual, contingent, present or future and
                whether
                incurred solely or jointly;

            


    

     

    
      	 	
              (g)

            	
              the
                words other
                and otherwise
                shall not be construed ejusdem generis
                with any foregoing words where a wider construction is possible;
                

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (h)

            	
              the
                words including
                and
                in
                particular
                shall be construed as being by way of illustration or emphasis only
                and
                shall not be construed as, nor shall they take effect as, limiting
                the
                generality of any foregoing words;
                and

            


    

     

    
      	 	
              (i)

            	
              a
                "guarantee"
                shall be construed so as to include an indemnity, bond, standby letter
                of
                credit and any other obligation (whatever called) of any person to
                pay
                for, purchase, provide funds for the payment of, indemnify against
                the
                consequences of default in the payment of, or otherwise be responsible
                for, any indebtedness or other obligation of any other
                person.

            


    

     

    
      	
              1.4

            	
              Rights
                of Third Parties

            


    

     

    A
      person
      who is not a Party has no right under the Contract (Rights of Third Parties)
      Act
      1999 to enforce or to enjoy the benefit of any term of this Share Charge, and
      the consent of any person who is not a Party is not required to rescind or
      vary
      this Share Charge at any time.

     

    
      	
              2

            	
              UNDERTAKING
                TO PAY

            


    

     

    
      	
              2.1

            	
              Undertaking
                to pay

            


    

     

    The
      Chargor shall pay and discharge the Secured Obligations when they fall due
      in
      accordance with the terms of the Loan Documents.

     

    
      	
              2.2

            	
              Chargor
                Intent

            


    

     

    Without
      prejudice to the generality of 13.2
      (Waiver
      of Defences), the Chargor expressly confirms that it intends that the charge
      created under this Share Charge shall extend from time to time to any (however
      fundamental) variation, increase, extension or addition of or to any of the
      Loan
      Documents and/or any facility or amounts made available under the Loan Documents
      for the purposes of or in connection with any of the following: business
      acquisitions of any nature; increasing working capital; enabling investor
      distributions to be made; carrying out restructuring; refinancing existing
      facilities; refinancing any other indebtedness; making facilities available
      to
      new borrowers; any other variation or extension of the purposes for which any
      such facility or amount might be made available from time to time and any fees,
      costs and/or expenses associated with any of the foregoing.

     

    
      	
              3

            	
              FIXED
                CHARGES 

            


    

     

    Fixed
      Charges

     

    In
      consideration of the Chargee making available the facilities in the Loan
      Agreement, the Chargor, with full title, guarantee, as continuing security
      for
      the payment of the Secured Obligations, charges, in favour of the Chargee by
      way
      of first fixed charge all its Charged Portfolio (including, without limitation,
      that described in the Schedule (Shares)).

     

    
      	
              4

            	
              FURTHER
                ASSURANCE
                AND ADDITIONAL OBLIGATIONS

            


    

     

    
      	
              4.1

            	
              Further
                Assurance

            


    

     

    The
      Chargor shall, at the request of the Chargee and at the cost of the Chargor,
      forthwith do all acts and things and execute in favour of the Chargee, or as
      it
      may direct, such further or other legal assignments, transfers, mortgages,
      charges, securities and other deeds and documents as the Chargee may reasonably
      require, in such form as the Chargee may require, in order to:

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (a)

            	
              protect,
                preserve, perfect or improve the security intended to be conferred
                on the
                Chargee by or pursuant to this Share Charge;
                or

            


    

     

    
      	 	
              (b)

            	
              to
                facilitate the realisation of all or any of the Charged Portfolio
                and
                exercise all of the rights and powers conferred on the Chargee, any
                Receiver or any delegate or either of the same for the purpose thereof
                or
                in connection therewith.

            


    

     

    
      	
              4.2

            	
              Additional
                Obligations

            


    

     

    The
      obligations of the Chargor under this Clause shall be in addition to and not
      in
      substitution for the covenants for further assurance deemed to be included
      herein by virtue of the Law of Property (Miscellaneous Provisions)
      Act 1994.

     

    
      	
              5

            	
              SECURITIES

            


    

     

    
      	
              5.1

            	
              Acquisition
                of Securities

            


    

     

    The
      Chargor shall notify the Chargee promptly upon the acquisition of, or agreement
      to acquire, any Securities.

     

    
      	
              5.2

            	
              Deposit
                of Deeds

            


    

     

    The
      Chargor shall immediately after the execution of this Share Charge (or as the
      Chargee directs) deposit with the Chargee all deeds, certificates and other
      documents constituting or evidencing title to any of its Shares together with
      stock transfer forms and other transfers of such Shares executed in blank,
      as
      the Chargee requires.

     

    
      	
              5.3

            	
              Voting
                prior to enforcement

            


    

     

    Subject
      to Clause 5.4
      (Voting
      after enforcement),
      the
      Chargor shall be entitled to exercise or direct the exercise of the voting
      and
      other rights attached to any of the Shares as it seems fit, provided
      that:

     

    
      	 	
              (a)

            	
              such
                exercise does not breach the term of any Loan Document;
                and

            


    

     

    
      	 	
              (b)

            	
              such
                exercise of, or failure to exercise, those rights would not, or would
                not
                reasonably be likely to, in the reasonable judgment of the Chargee,
                materially impair the value of the relevant Shares and would not,
                or would
                not reasonably be likely to otherwise prejudice the interests of
                the
                Chargee under any Loan Document.

            


    

     

    
      	
              5.4

            	
              Voting
                after enforcement

            


    

     

    At
      any
      time while an Event of Default is continuing:

     

    
      	 	
              (a)

            	
              the
                Chargee or the Receiver shall be entitled to exercise or direct the
                exercise of the voting and other rights attached to any Securities
                in such
                manner as it or he sees fit as proxy for and in the name of the Chargor;
                and

            


    

     

    
      	 	
              (b)

            	
              the
                Chargor shall comply or procure the compliance of any directions
                of the
                Chargee or the Receiver in respect of the exercise of those rights
                and
                shall promptly execute and/or deliver to the Chargee or the Receiver
                such
                forms of proxy as it or he requires with a view to enabling such
                person as
                it or he selects to exercise those
                rights.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              5.5

            	
              Undertaking
                relating to Securities

            


    

     

    The
      Chargor hereby undertakes with the Chargee that it shall:

     

    
      	 	
              (a)

            	
              duly
                and promptly pay (or, in respect of Securities of which the Chargee
                is the
                legal owner, pay to the Chargee on demand amounts in respect of)
                all
                calls, instalments or other payments which may be made or become
                due in
                respect of any of the Securities as and when the same from time to
                time
                become due (and if the Chargor does not do so, the Chargee may make
                such
                payments on behalf of the Chargor);

            


    

     

    
      	 	
              (b)

            	
              comply
                promptly with any notice served on it under the Companies Act
                1985;

            


    

     

    
      	 	
              (c)

            	
              not
                (without the prior consent in writing of the Chargee or save to the
                extent
                permitted under the Loan
                Documents):

            


    

     

    
      	 	
              (i)

            	
              permit
                any person other than the Chargor or the Chargee (or its nominee)
                to be
                registered as holder of the Securities or any part thereof;
                or

            


    

     

    
      	 	
              (ii)

            	
              permit
                any reorganisation of share capital, any alteration of rights in
                respect
                of any class of shares in the company whose shares are changed or
                the
                amendment of any provision of the memorandum of association or articles
                of
                association of that company; and

            


    

     

    
      	 	
              (d)

            	
              not
                do or cause or permit to be done anything which may in any way depreciate,
                jeopardise or otherwise prejudice the interest of the Chargee in,
                or the
                value to the Chargee of, the Securities and use its best endeavours
                not to
                permit a variation of any rights attaching to any of the
                Securities.

            


    

     

    
      	
              5.6

            	
              Communications

            


    

     

    The
      Chargor shall promptly deliver to the Chargee a copy of each circular, notice,
      report, set of accounts or other documents received by it or its nominee in
      connection with any Securities as the Chargee requires.

     

    
      	
              6

            	
              REPRESENTATIONS

            


    

     

    
      	
              6.1

            	
              General

            


    

     

    The
      Chargor makes on the date of this Share Charge the representations and
      warranties set out in this clause 6 to the Chargee. 

     

    
      	6.2	
              No
                Security 

            


    

     

    The
      Charged Portfolio is beneficially owned by the Chargor free from any Security
      other than any Permitted Lien.

     

    
      	
              6.3

            	
              Ownership
                of Charged
                Portfolio 

            


    

     

    The
      Chargor is the sole legal and beneficial owner of all of the Charged
      Portfolio.

     

    
      	
              6.4

            	
              No
                proceedings pending or
                threatened

            


    

     

    No
      litigation, arbitration or administrative proceeding has currently been started
      or, to the knowledge of the Chargor, threatened in relation to any of the
      Charged Portfolio.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              6.5

            	
              Shares

            


    

     

    The
      Shares are fully paid and the Shares constitute 65% of the entire share capital
      of Diomed Limited.

     

    
      	
              6.6

            	
              Binding
                obligations, no avoidance

            


    

     

    
      	
            	(a)	
              The
                obligations expressed to be assumed by the Chargor under this Share
                Charge
                are legal, valid, binding and enforceable
                obligations.

            


    

     

    
      	
            	(b)	
              This
                Share Charge creates the Security which it purports to create and
                to the
                best of the Chargor's knowledge and belief (having made due and careful
                enquiry) is not liable to be avoided or otherwise set aside on the
                liquidation or administration of the Chargor or
                otherwise.

            


    

     

    
      	
              6.7

            	
              Status

            


    

     

    The
      Chargor:

     

    
      	 	
              (a)

            	
              is
                a corporation, duly incorporated and validly existing under the law
                of its
                jurisdiction of incorporation; and

            


    

     

    
      	 	
              (b)

            	
              has
                the power to own its assets and carry on its business as it is being
                conducted.

            


    

     

    
      	
              6.8

            	
              Non-conflict
                with other obligations

            


    

     

    The
      entry
      into and performance by the Chargor of, and the transactions contemplated by,
      this Share Charge do not and will not conflict with:

     

    
      	
            	(a)	
              any
                law or regulation applicable to it;

            


    

     

    
      	
            	(b)	
              its
                constitutional documents; or

            


    

     

    
      	
            	(c)	
              any
                agreement or instrument binding upon it or any of its
                assets.

            


    

     

    
      	
              6.9

            	
              Power
                and authority

            


    

     

    The
      Chargor has the power to enter into, perform and deliver, and has taken all
      necessary action to authorise its entry into, performance and delivery of,
      this
      Share Charge and the transactions contemplated by this Share
      Charge.

     

    
      	6.10	
              Validity
                and admissibility in
                evidence

            


    

     

    All
      authorisations, consents, approvals, resolutions, licences, exemptions, filings,
      notarisations or registrations required or desirable:

     

    
      	
            	(a)	
              to
                enable the Chargor lawfully to enter into, exercise its rights and
                comply
                with its  obligations
                in this Share Charge; and

            


    

     

    
      	
            	(b)	
              to
                make this Share Charge admissible in evidence in its jurisdiction
                of
                incorporation,

            


    

     

    have
      been
      obtained or effected and are in full force and effect.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              7

            	
              GENERAL
                UNDERTAKINGS

            


    

     

    
      	
              7.1

            	
              Negative
                Pledge

            


    

     

    The
      Chargor covenants that it shall not, nor shall it agree or purport to, create
      or
      permit to subsist any Security whether in any such case ranking in priority
      to
      or pari passu with or after the security created by this Share Charge save
      to
      the extent permitted or required under the Loan Agreement.

     

    
      	
              7.2

            	
              Restrictions
                on Disposals

            


    

     

    The
      Chargor covenants that it shall not, nor shall it agree or purport to, sell,
      discount, factor, transfer, lease, lend or otherwise dispose of, whether by
      means of one or a number of transactions related or not and whether at one
      time
      or over a period of time, the whole or any part of its Securities.

     

    
      	
              8

            	
              POWERS
                OF THE CHARGEE

            


    

     

    
      	
              8.1

            	
              Powers
                of Mortgagee

            


    

     

    At
      any
      time after the Chargee shall have served notice on the Chargor demanding payment
      or discharge by the Chargor of all or any of the Secured Obligations or if
      requested by the Chargor, the Chargee may exercise without further notice and
      without any of the restrictions contained in section 103 of the Law of
      Property Act 1925, whether or not it shall have appointed a Receiver or
      Administrator, all the powers conferred on mortgagees by the Law of Property
      Act 1925 and all the powers and discretions conferred by this Share
      Charge.

     

    
      	
              8.2

            	
              Restriction
                on Consolidating Mortgages to be
                Excluded

            


    

     

    The
      restriction on the right of consolidating mortgage securities contained in
      section 93 of the Law of Property Act 1925 shall not apply to this
      Share Charge.

     

    
      	
              8.3

            	
              No
                Liability as Mortgagee in
                Possession

            


    

     

    So
      far as
      permitted by law, neither the Chargee nor any Receiver shall by reason of it
      or
      any Receiver entering into possession of any part of the Charged Portfolio
      when
      entitled so to do be liable to account as mortgagee in possession or be liable
      for any loss or realisation or for any default or omission for which a mortgagee
      in possession might be liable.

     

    
      	
              9

            	
              APPOINTMENT
                OF RECEIVER 

            


    

     

    
      	
              9.1

            	
              Appointment

            


    

     

    At
      any
      time after the Chargee shall have served notice pursuant to the terms of the
      Loan Agreement on the Chargor demanding the payment or discharge by the Chargor
      of all or any of the Secured Obligations or if requested by the Chargor the
      Chargee may appoint one or more persons to be a Receiver or Receivers of the
      Charged Portfolio or any part of the Charged Portfolio.

     

    
      	
              9.2

            	
              Receivers
                to act Jointly

            


    

     

    If
      at any
      time and by virtue of any such appointment(s) any two or more persons shall
      hold
      office as Receivers, of the same assets or income, such Receivers, may act
      jointly and/or severally so that each one of such Receivers shall be entitled
      (unless the contrary shall be stated in any of the deed(s) or other
      instrument(s) appointing them) to exercise all the powers and discretions hereby
      conferred on Receivers individually and to the exclusion of the other or others
      of them.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
              9.3

            	
              Appointment,
                etc, in Writing

            


    

     

    Every
      such appointment or removal, and every delegation, appointment or removal by
      the
      Chargee in the exercise of any right to delegate its powers or to remove
      delegates herein contained, may be made in writing under the hand of any
      authorised officer or other officer of the Chargee.

     

    
      	
              9.4

            	
              Powers
                of Receiver

            


    

     

    Every
      Receiver shall have:

     

    
      	 	
              (a)

            	
              all
                the powers conferred by the Law of Property Act 1925 on mortgagees in
                possession and receivers appointed under that Act;
                and

            


    

     

    
      	 	
              (b)

            	
              all
                the powers of the Chargee
                hereunder.

            


    

     

    
      	
              9.5

            	
              Sale
                by Receiver or Chargee 

            


    

     

    In
      making
      any sale or other disposal of any of the Charged Portfolio in the exercise
      of
      their respective powers, the Receiver or the Chargee, as the case may be, may
      accept, as and by way of consideration for such sale or other disposal, cash,
      shares, loan capital or other obligations, including without limitation
      consideration fluctuating according to or dependent upon profit or turnover
      and
      consideration the amount whereof is to be determined by a third party. Any
      such
      consideration may be receivable in a lump sum or by instalments.

     

    
      	
              9.6

            	
              Application
                of Proceeds

            


    

     

    All
      moneys received by any Receiver appointed under this Share Charge shall be
      applied in the following order: 

     

    
      	 	
              (a)

            	
              in
                the payment of the costs, charges and expenses of and incidental
                to the
                Receiver's appointment and the payment of his remuneration;
                

            


    

     

    
      	 	
              (b)

            	
              in
                the payment and discharge of any outgoings paid and liabilities incurred
                by the Receiver in the exercise of any of the powers of the Receiver;
                

            


    

     

    
      	 	
              (c)

            	
              in
                providing for the matters (other than the remuneration of the Receiver)
                specified in the first three paragraphs of section 109(8) of the Law
                of Property Act 1925; 

            


    

     

    
      	 	
              (d)

            	
              in
                or towards payment of any debts or claims which are required by law
                to be
                paid in preference to the Secured Obligations but only to the extent
                to
                which such debts or claims have such preference;
                

            


    

     

    
      	 	
              (e)

            	
              in
                or towards the satisfaction of the Secured Obligations in such order
                as
                the Chargee may conclusively determine; and


            


    

     

    
      	 	
              (f)

            	
              any
                surplus shall be paid to the Chargor or other person entitled thereto.
                

            


    

     

    The
      provisions of this Clause and Clause 9.8
      (Remuneration
      of Receiver) shall
      take effect as and by way of variation and extension to the provisions of
      section 109(8) of the Law of Property Act 1925, which provisions as so
      varied and extended shall be deemed incorporated herein.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
              9.7

            	
              Receiver
                to act as agent

            


    

     

    Every
      Receiver of the Chargor shall be the agent of the Chargor which shall be solely
      responsible for his acts and defaults and for the payment of his
      remuneration.

     

    
      	
              9.8

            	
              Remuneration
                of Receiver

            


    

     

    Every
      Receiver shall be entitled to remuneration for his services at a rate to be
      fixed by agreement between him and the Chargee (or, failing such agreement,
      to
      be conclusively fixed by the Chargee) commensurate with the work and
      responsibilities involved upon the basis of charging from time to time adopted
      in accordance with his current practice or the current practice of his firm
      and
      without being limited to the maximum rate specified in section 109(6) of
      the Law of Property Act 1925.

     

    
      	
              10

            	
              POWER
                OF ATTORNEY

            


    

     

    
      	
              10.1

            	
              Grant
                of Power of Attorney

            


    

     

    The
      Chargor hereby irrevocably appoints the following, namely:

     

    
      	 	
              (a)

            	
              the
                Chargee;

            


    

     

    
      	 	
              (b)

            	
              each
                and every person to whom the Chargee shall from time to time have
                delegated the exercise of the power of attorney conferred by this
                Clause
                10;
                and

            


    

     

    
      	 	
              (c)

            	
              any
                Receiver appointed hereunder and for the time being holding office
                as
                such;

            


    

     

    jointly
      and also severally to be its attorney or attorneys and in its name and otherwise
      on its behalf to do all acts and things and to sign, seal, execute, deliver,
      perfect and do all deeds, instruments, documents, acts and things which may
      be
      required for carrying out any obligation imposed on the Chargor by or pursuant
      to this Share Charge and subject to the terms of the Loan Agreement, for
      carrying any sale, lease or other dealing by the Chargee or such Receiver into
      effect, for conveying or transferring any legal estate or other interest in
      land
      or other property or otherwise howsoever, for getting in the Charged Portfolio,
      and generally for enabling the Chargee and the Receiver to exercise the
      respective powers conferred on them by or pursuant to this Share Charge or
      by
      law. The Chargee shall have full power to delegate the power conferred on it
      by
      this Clause, but no such delegation shall preclude the subsequent exercise
      of
      such power by the Chargee itself or preclude the Chargee from making a
      subsequent delegation thereof to some other person; any such delegation may
      be
      revoked by the Chargee at any time.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	
              10.2

            	
              Powers
                of Attorney Act 1971

            


    

     

    The
      power
      of attorney hereby granted is as regards the Chargee, its delegates and any
      such
      Receiver (and as the Chargor hereby acknowledges) granted irrevocably and for
      value as part of the security constituted by this Charge to secure proprietary
      interests in and the performance of obligations owed to the respective donees
      within the meaning of the Powers of Attorney Act 1971.

     

    
      	
              11

            	
              FINANCIAL
                COLLATERAL

            


    

     

    To
      the
      extent that any part of this Share Charge constitutes a “financial collateral
      arrangement” (as defined in the Financial Collateral Arrangements (No.2)
      Regulations 2003 (the "Regulations"))
      the
      Chargee shall have the right: 

     

    
      	 	
              (a)

            	
              (after
                the occurrence of an Event of Default which is continuing) to use
                and
                dispose of any part of the Charged Assets which constitutes "financial
                collateral" (as defined in the Regulations ("Financial
                Collateral")),
                in which case the Chargee shall comply with the requirements of the
                Regulations as to obtaining "equivalent financial collateral" (as
                defined
                in the Regulations); and

            


    

     

    
      	 	
              (b)

            	
              (at
                any time after this Share Charge becomes enforceable) to appropriate
                any
                part of the Charged Portfolio which constitutes Financial Collateral
                in or
                towards satisfaction of the Secured Obligations in accordance with
                the
                Regulations.

            


    

     

    
      	
              12

            	
              PROTECTION
                OF PURCHASERS

            


    

     

    No
      purchaser or other person dealing with the Chargee or its delegate or any
      Receiver appointed hereunder shall be bound to see or enquire whether the right
      of the Chargee or such Receiver to exercise any of its or his powers has arisen
      or become exercisable or be concerned with notice to the contrary, or be
      concerned to see whether any such delegation by the Chargee shall have lapsed
      for any reason or been revoked.

     

    
      	
              13

            	
              SAVING
                PROVISIONS

            


    

     

    
      	
              13.1

            	
              Reinstatement

            


    

     

    If
      any
      payment by a Borrower or any discharge given by the Chargee (whether in respect
      of the obligations of any Borrower or any security for those obligations or
      otherwise) is avoided or reduced as a result of insolvency or any similar
      event:

     

    
      	 	
              (a)

            	
              the
                liability of the Chargor shall continue as if the payment, discharge,
                avoidance or reduction had not occurred;
                and

            


    

     

    
      	 	
              (b)

            	
              the
                Chargee shall be entitled to recover the value or amount of that
                security
                or payment from the Chargor as if the payment, discharge, avoidance
                or
                reduction had not occurred.

            


    

     

    
      	
              13.2

            	
              Waiver
                of Defences

            


    

     

    The
      obligations of the Chargor under this Share Charge will not be affected by
      an
      act, omission or thing which, but for this Clause 13.2,
      would
      reduce, release or prejudice any of its obligations under this Share Charge
      (without limitation and whether or not known to it or the Chargee),
      including:

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (a)

            	
              any
                time, waiver or consent granted to, or composition with, any Borrower
                or
                other person;

            


    

     

    
      	 	
              (b)

            	
              the
                release of any other Borrower or any other person under the terms
                of any
                composition or arrangement with any creditor or any member of the
                Group;

            


    

     

    
      	 	
              (c)

            	
              the
                taking, variation, compromise, exchange, renewal or release of, or
                refusal
                or neglect to perfect, take up or enforce, any rights against or
                security
                over assets of, any Borrower or other person or any non-presentation
                or
                non-observance of any formality or other requirement in respect of
                any
                instrument or any failure to realise the full value of any
                security;

            


    

     

    
      	 	
              (d)

            	
              any
                incapacity or lack of power, authority or legal personality of or
                dissolution or change in the members of the Group or status of a Borrower
                or any other person;

            


    

     

    
      	 	
              (e)

            	
              any
                amendment, novation, supplement, extension, restatement (however
                fundamental and whether or not more onerous) or replacement of any
                Loan
                Document or any other document or security including without limitation
                any charge in the purpose of, any extension of or any increase in
                any
                facility or the addition of any new facility under any Loan Document
                or
                other document or security;

            


    

     

    
      	 	
              (f)

            	
              any
                unenforceability, illegality or invalidity of any obligation of any
                person
                under any Loan Document or any other document or security;
                or

            


    

     

    
      	 	
              (g)

            	
              any
                insolvency or similar proceedings.

            


    

     

    
      	
              13.3

            	
              Immediate
                Recourse

            


    

     

    The
      Chargor waives any right it may have of first requiring the Chargee to proceed
      against or enforce any other rights or security or claim payment from any person
      before claiming from the Chargor under this Charge. This waiver applies
      irrespective of any law or any provision of a Loan Document to the
      contrary.

     

    
      	
              13.4

            	
              Appropriations

            


    

     

    Until
      all
      Secured Obligations have been irrevocably paid in full and the Chargee has
      no
      continuing obligations in relation to the facilities, the Chargee
      may:

     

    
      	 	
              (a)

            	
              refrain
                from applying or enforcing any other monies, securities or rights
                held or
                received by the Chargee in respect of those amounts, or apply and
                enforce
                the same in such manner and order as it sees fit (whether against
                those
                amounts or otherwise) and the Chargor shall not be entitled to the
                benefit
                of the same; and

            


    

     

    
      	 	
              (b)

            	
              hold
                in an interest-bearing suspense account any monies received from
                the
                Chargor or on account of the Chargor’s liability under this
                Charge.

            


    

     

    
      	
              13.5

            	
              Deferral
                of Chargor’s Rights

            


    

     

    Until
      all
      amounts which may be or become payable by the Borrowers under or in connection
      with the Loan Documents have been irrevocably paid in full, unless the Chargee
      otherwise directs, the Chargor will not exercise any rights which it may have
      by
      reason of performance by it of its obligations under the Loan
      Documents;

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (a)

            	
              to
                be indemnified by a Borrower;

            


    

     

    
      	 	
              (b)

            	
              to
                claim any contribution from any other guarantor of any Borrower’s
                obligations under the Loan Documents;
                and/or

            


    

     

    
      	 	
              (c)

            	
              to
                take the benefit (in whole or in part and whether by way of subrogation
                or
                otherwise) of any rights of the Chargee under the Loan Documents
                or of any
                other guarantee or security taken pursuant to, or in connection with,
                the
                Loan Documents by the Chargee.

            


    

     

    
      	
              13.6

            	
              Additional
                Security

            


    

     

    The
      security set out in this Share Charge is in addition to and is not in any way
      prejudiced by any other security now or subsequently held by the
      Chargee.

     

    
      	
              14

            	
              CONSOLIDATION
                OF ACCOUNTS AND SET-OFF

            


    

     

    In
      addition to any general lien or similar rights to which they may be entitled
      by
      operation of law, the Chargee shall have the right at any time and without
      notice to the Chargor to combine or consolidate all or any of the Chargor’s then
      existing accounts with, and liabilities to, the Chargee and to set off or
      transfer any sum or sums standing to the credit of any one or more of such
      accounts in or towards satisfaction of any of the liabilities of the Chargor
      to
      the Chargee on any other account or in any other respect. The liabilities
      referred to in this Clause may be actual, contingent, primary, collateral,
      several or joint liabilities, and the accounts, sums and liabilities referred
      to
      in this Clause may be denominated in any currency.

     

    
      	
              15

            	
              RETENTION
                OF SECURITY

            


    

     

    If
      the
      Chargee considers that any amount paid or credited to the Chargee under any
      Loan
      Document is capable of being avoided or otherwise set aside on the winding-up
      or
      liquidation (or other similar process) of the Chargor or any other person,
      or
      otherwise, that amount shall not be considered to have been paid in determining
      whether the Secured Obligations have been repaid and the Chargee may retain
      such
      security as it thinks fit.

     

    
      	
              16

            	
              CURRENCY

            


    

     

    For
      the
      purpose of or pending the discharge of any of the Secured Obligations the
      Chargee may, in its sole discretion, convert any moneys received, recovered
      or
      realised in any currency under this Share Charge (including the proceeds of
      any
      previous conversion under this Clause) from their existing currency of
      denomination into any other currency at such rate or rates of exchange and
      at
      such time as the Chargee thinks fit.

     

    
      	
              17

            	
              APPLICATION

            


    

     

    The
      Chargor shall not have any rights in respect of the application by the Chargee
      of any sums received, recovered or realised by the Chargee under this Share
      Charge.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	
              18

            	
              NOTICES

            


    

     

    All
      notices, consents, requests, approvals, demands, or other communication
      (collectively, "Communication")
      by any
      Party to this Share Charge or any other Loan Document must be in writing and
      shall be deemed to have been validly served, given, or delivered: (a) upon
      the
      earlier of actual receipt and three (3) Business Days after deposit in the
      U.S.
      mail, first class, registered or certified mail return receipt requested, with
      proper postage prepaid; (b) upon transmission, when sent by electronic mail
      or
      facsimile transmission; (c) one (1) Business Day after deposit with a reputable
      overnight courier with all charges prepaid; or (d) when delivered, if
      hand-delivered by messenger, all of which shall be addressed to the party to
      be
      notified and sent to the address, facsimile number, or email address indicated
      below. The Chargor or the Chargee may change its address or facsimile number
      by
      giving the other party written notice thereof in accordance with the terms
      of
      this Clause 18.

    

      
        	
                If
                  to the Chargor:

              	
                Diomed
                  Holdings, Inc.

              
	 	
                1
                  Dundee Park

                Andover,
                  MA 01810

                Attention:
                  David B. Swank

                Facsimile:
                  (978) 475-8488

                Telephone:
                  (978) 824-1823

                 

                Copy
                  to:

                McGuire
                  Woods LLP

                1345
                  Avenue of the Americas

                7th
                  Floor

                New
                  York, NY 10105

                Attention:
                  William A. Newman, Esq.

                Facsimile:
                  (212) 548-2170

                Telephone:
                  (212) 548-2660

              
	 	 
	
                If
                  to the Chargee:

              	
                Hercules
                  Technology Capital Growth, Inc.

              
	 	
                Attention:
                  Chief Legal Officer and R. Bryan Jadot

                400
                  Hamilton Avenue, Suite 310

                Palo
                  Alto, CA 94301 

                Facsimile:
                  650-473-9194

                Telephone:
                  650-289-3060

                 

                With
                  a copy to:

                Sandra
                  Vrejan

                Bingham
                  McCutchen LLP

                150
                  Federal Street

                Boston,
                  MA 02110

                Facsimile:
                  617-951-8736

                Telephone:
                  617-951-8671

              


      

    

     

    
      	
              19

            	
              NEW
                ACCOUNTS

            


    

     

    If
      the
      Chargee receives or is deemed to be affected by notice whether actual or
      constructive of any subsequent charge or other interest affecting any part
      of
      the Charged Portfolio and/or the proceeds of sale of any Charged Portfolio,
      then
      the Chargee may open a new account or accounts with the Chargor. If the Chargee
      does not open a new account or accounts it shall nevertheless be treated as
      if
      it had done so at the time when the notice was, or was deemed to be, received
      and as from that time all payments made to the Chargee shall be credited or
      be
      treated as having been credited to the new account or accounts and shall not
      operate to reduce the amount for which this Share Charge is
      security.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	
              20

            	
              CONTINUING
                SECURITY

            


    

     

    The
      security constituted by this Share Charge shall be continuing and shall not
      be
      considered as satisfied or discharged by any intermediate payment or settlement
      of the whole or any part of the Secured Obligations and shall be binding until
      all the Secured Obligations have been discharged in full to the satisfaction
      of
      the Chargee and all of the Chargee have ceased to have any obligation whether
      actual or contingent to make any credit or accommodation available to the
      Chargor.

     

    
      	21	
              CHANGE
                OF PARTIES

            


    

     

    
      	21.1	
              Assignment
                and transfer by Chargee

            


    

     

    The
      Chargee shall have a full and unfettered right to assign or otherwise transfer
      the whole or any part of the benefit of this Share Charge to any person to
      whom
      all or any part of its rights, benefits and obligations under the Loan Agreement
      are assigned or transferred in accordance with the provisions of the Loan
      Agreement. 

     

    
      	
              21.2

            	
              Assignment
                and transfers by the
                Chargor

            


    

     

    The
      Chargor may not assign any of its rights or transfer any of its rights or
      obligations under this Share Charge.

     

    
      	
              22

            	
              TAX
                AND INDEMNITIES

            


    

     

    
      	
              22.1

            	
              Definitions

            


    

     

    In
      this
      Clause 21:

     

    "Tax"
      means
      any
      tax, levy, impost, duty or other charge or withholding of a similar nature
      (including any penalty or interest payable in connection with any failure to
      pay
      or any delay in paying any of the same).

     

    "VAT"
      means
      value added tax as provided for in the Value Added Tax Act 1994 and any other
      tax of a similar nature.

     

    Unless
      a
      contrary indication appears, in this Clause 22
      (Tax
      and Indemnities)
      a
      reference to "determines" or "determined" means a determination made in the
      absolute discretion of the person making the determination.

     

    
      	
              22.2

            	
              Stamp
                taxes

            


    

     

    The
      Chargor shall pay and, within three (3) Business Days of demand, indemnify
      the
      Chargee against any cost, loss or liability the Chargee incurs in relation
      to
      all stamp duty, registration and other similar Taxes payable in respect of
      any
      Loan Document.

     

    
      	
              22.3

            	
              Value
                added tax

            


    

     

    
      	 	
              (a)

            	
              All
                amounts set out, or expressed to be payable under a Loan Document
                by any
                Chargor to the Chargee which (in whole or in part) constitute the
                consideration for VAT purposes shall be deemed to be exclusive of
                any VAT
                which is chargeable on such supply, and accordingly, subject to paragraph
                (b) below, if VAT is chargeable on any supply made by the Chargee
                to any
                Party under a Loan Document, that Party shall pay to the Chargee
                (in
                addition to and at the same time as paying the consideration) an
                amount
                equal to the amount of the VAT (and the Chargee shall promptly provide
                an
                appropriate VAT invoice to the
                Chargor).

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              Where
                a Loan Document requires the Chargor to reimburse the Chargee for
                any
                costs or expenses, the Chargor shall also at the same time pay and
                indemnify the Chargee against all VAT incurred by the Chargee in
                respect
                of the costs or expenses to the extent that the Chargee reasonably
                determines that neither it nor any other member of any group of which
                it
                is a member for VAT purposes is entitled to credit or repayment from
                the
                relevant tax authority in respect of the
                VAT.

            


    

     

    
      	
              23

            	
              OTHER
                INDEMNITIES

            


    

     

    
      	
              23.1

            	
              Currency
                indemnity

            


    

     

    
      	 	
              (a)

            	
              If
                any sum due from the Chargor under the Loan Documents (a "Sum"),
                or any order, judgment or award given or made in relation to a Sum,
                has to
                be converted from the currency (the "First
                Currency")
                in which that Sum is payable into another currency (the "Second
                Currency")
                for the purpose of:

            


    

     

    
      	 	
              (i)

            	
              making
                or filing a claim or proof against the Chargor;
                or

            


    

     

    
      	 	
              (ii)

            	
              obtaining
                or enforcing an order, judgment or award in relation to any litigation
                or
                arbitration proceedings,

            


    

     

    
      	
            	 	
              the
                Chargor shall as an independent obligation, within three Business
                Days of
                demand, indemnify the Chargee against any cost, loss or liability
                arising
                out of or as a result of the conversion including any discrepancy
                between
                (A) the rate of exchange used to convert that Sum from the First
                Currency
                into the Second Currency and (B) the rate or rates of exchange available
                to that person at the time of its receipt of that
                Sum.

            


    

     

    
      	 	
              (b)

            	
              The
                Chargor waives any right it may have in any jurisdiction to pay any
                amount
                under the Loan Documents in a currency or currency unit other than
                that in
                which it is expressed to be
                payable.

            


    

     

    
      	
              23.2

            	
              Indemnity
                by the Chargor

            


    

     

    The
      Chargor hereby agrees to indemnify the Chargee, any Receiver against all losses,
      actions, claims, costs, charges, expenses and liabilities (together, the
“Liabilities”)
      incurred by the Chargee and any Receiver (including any substitute delegate
      attorney as aforesaid) (i) in relation to this Charge or the Secured Obligations
      (in either case provided that such Liabilities are not due solely to the gross
      negligence or wilful misconduct of the Chargor or the Receiver), or (ii)
      occasioned by any breach by the Chargor of any of its covenants or obligations
      under this Charge. The Chargor shall so indemnify the Chargee and any Receiver
      on demand and shall pay interest on the sum demanded at the Default Rate from
      time to time from the date on which the same were demanded by the Chargee or
      any
      Receiver and any sum so demanded together with any interest, shall be a charge
      upon the Charged Property in addition to the moneys hereby secured.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    
       

      
        	
                24

              	
                REMEDIES
                  CUMULATIVE ETC.

              


      

       

    

    
      	
              24.1

            	
              Cumulative
                Rights

            


    

     

    The
      rights, powers and remedies provided in this Share Charge are cumulative and
      are
      not, nor are they to be construed as, exclusive of any rights, powers or
      remedies provided by law or otherwise.

     

    
      	
              24.2

            	
              Failure
                to Exercise not to act as a
                Waiver

            


    

     

    No
      failure on the part of the Chargee to exercise, or delay on its part in
      exercising, any of its respective rights, powers and remedies provided by this
      Share Charge or by law (collectively the "Rights")
      shall
      operate as a waiver thereof, nor shall any single or partial waiver of any
      of
      the Rights preclude any further or other exercise of that one of the Rights
      concerned or the exercise of any other of the Rights.

     

    
      	
              25

            	
              PROVISIONS
                SEVERABLE

            


    

     

    Every
      provision contained in this Share Charge shall be severable and distinct from
      every other such provision and if at any time any one or more of such provisions
      is or becomes invalid, illegal or unenforceable, the validity, legality and
      enforceability of the remaining such provisions shall not in any way be affected
      thereby.

     

    
      	
              26

            	
              CHARGEE’S
                CERTIFICATE

            


    

     

    A
      certificate by an officer of the Chargee as to any sums payable hereunder to
      the
      Chargee shall (save in the case of manifest error) be conclusive and binding
      upon the Chargor for all purposes.

     

    
      	
              27

            	
              AMENDMENTS

            


    

     

    No
      amendments or waiver of any provision of this Share Charge and no consent to
      any
      departure by the Chargor therefrom shall in any event be effective unless the
      same shall be in writing and signed or approved in writing by the Chargee,
      and
      then such waiver or consent shall be effective only in the specific instance
      and
      for the specific purpose for which it was given.

     

    
      	
              28

            	
              AMENDMENTS
                TO LOAN
                DOCUMENTS

            


    

     

    This
      Share Charge shall remain in full force and effect notwithstanding any
      amendments or variations from time to time of the Loan Documents and all
      references to the Loan Documents herein shall be taken as referring to the
      Loan
      Documents as amended or varied from time to time (including, without limitation,
      any increase in the amount of the Secured Obligations).

     

    
      	
              29

            	
              COUNTERPARTS

            


    

     

    This
      Share Charge may be executed in any number of counterparts and this has the
      same
      effect as if the signatures on the counterparts were on a single copy of this
      Share Charge.

     

    
      	
              30

            	
              LAW

            


    

     

    This
      Share Charge is governed by and shall be construed in accordance with English
      law.

    
       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

    

     

    
      	
              31

            	
              ENFORCEMENT

            


    

     

    
      	
              31.1

            	
              Jurisdiction
                of English courts

            


    

     

    
      	 	
              (a)

            	
              The
                courts of England have exclusive jurisdiction to settle any dispute
                arising out of or in connection with this Share Charge (including
                a
                dispute regarding the existence, validity or termination of this
                Share
                Charge) (a "Dispute").

            


    

     

    
      	 	
              (b)

            	
              The
                Parties agree that the courts of England are the most appropriate
                and
                convenient courts to settle Disputes and accordingly no Party will
                argue
                to the contrary.

            


    

     

    
      	 	
              (c)

            	
              This
                Clause 31.1
                is
                for the benefit of the Chargee only. As a result, no Chargee shall
                be
                prevented from taking proceedings relating to a Dispute in any other
                courts with jurisdiction. To the extent allowed by law, the Chargee
                may
                take concurrent proceedings in any number of
                jurisdictions.

            


    

     

    
      	
              31.2

            	
              Service
                of process

            


    

     

    Without
      prejudice to any other mode of service allowed under any relevant law, the
      Chargor:

     

    
      	
            	(a)	
              irrevocably
                appoints Diomed Limited as its agent for service of process in relation
                to
                any proceedings before the English courts in connection with this
                Share
                Charge (with all correspondence to:

            


    

     

    Building
      2000

    Beach
      Drive

    Cambridge
      Research Park

    Waterbeach,
      Cambridge CB25 9TE 

    United
      Kingdom

     

    
      
        
          	
                   

                	
                  
                    under
                      this Clause 31.2 to be clearly marked for the urgent attention
                      of Paul
                      Grafham, Secretary of Diomed
                      Limited;

                  

                


        

      

    

     

    
      	 	
              (b)

            	
              agrees
                that failure by a process agent to notify the Chargor of the process
                will
                not invalidate the proceedings concerned;
                and

            


    

     

    
      	 	
              (c)

            	
              if
                any person appointed as process agent is unable for any reason to
                act as
                agent for service of process, the Parent (on behalf of the Chargor)
                must
                immediately (and in any event within 3 days of such event taking
                place)
                appoint another agent on terms acceptable to the Chargee. Failing
                this,
                the Chargee may appoint another agent for this purpose.
                

            


    

     

    The
      Chargor expressly agrees and consents to the provisions of this Clause
31.

     

    IN
      WITNESS
      whereof
      the Chargor has executed this Share Charge as a deed and the Chargee has
      executed this Share Charge under hand with the intention that it be delivered
      the day and year first before written.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    THE
      SCHEDULE

     

    SHARES

     

    
      	
              Company
                whose shares are being charged

            	 	
              Number
                and class of shares

            
	 	 	 
	
              DIOMED
                LIMITED, a
                company incorporated under the laws of England and Wales with registered
                number 02338196 and with its registered office at 2000 Cambridge
                Research
                Park, Ely Road, Waterbeach, Cambridge, CB25 9TE, England

               

            	 	
              65%
                of the share capital (the share capital being 3,000,000 ordinary
                shares of
                £0.001), which is equal to 1,950,000 ordinary shares.

               

            


    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    


    
      	
              EXECUTED
                as a Deed by

            	
              )

            	 
	
              DIOMED,
                INC.

            	
              )

            	 
	
              acting
                by

            	
              )

            	 
	
              Name:
                __________________________

            	
              )

            	
              By:
                _________________________

            
	
              Title:
                ___________________________

            	
              )

            	
              Authorised
                Signatory

            
	
              being
                persons having power to act

            	
              )

            	 
	
              on
                its behalf in accordance with its constitution

            	
              )

            	 


    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    
      
        
          	
                  SIGNED
                    for and on behalf of

                	
                  ) 

                	 
	
                  HERCULES
                    TECHNOLOGY CAPITAL 

                	
                  )

                	 
	
                  GROWTH,
                    INC.

                	
                  )

                	
                
	
                  Name:
                    __________________________

                	
                  )
                    

                	
                  By:
                    __________________________

                
	
                  Title:
                    ___________________________

                	
                  )

                	 
	
                  being
                    a person who in accordance 

                	
                  )

                	 
	
                  with
                    the laws of the state of Maryland 

                	
                  )

                	 
	
                  is
                    acting under the authority

                	
                  )

                	 
	
                  (express
                    or implied) of that company

                	
                  )

                	 


        

      

    

    


    
      
        
        

      

      
        20