REMARKETING AGREEMENT



                                      among



                               ANGIODYNAMICS, INC.



                                       and



                          MCDONALD INVESTMENTS INC., AS

                                REMARKETING AGENT



                                       and



         COUNTIES OF WARREN AND WASHINGTON INDUSTRIAL DEVELOPMENT AGENCY



                           --------------------------



                           Dated as of August 1, 2002



                           --------------------------



                                   $3,500,000

         Counties of Warren and Washington Industrial Development Agency

          Multi-Mode Variable Rate Industrial Development Revenue Bonds

      (Angiodynamics, Inc. Project - Letter of Credit Secured), Series 2002



{PAGE}





                              REMARKETING AGREEMENT

                              ---------------------



          This REMARKETING AGREEMENT, dated as of August 1, 2002 (the

"Agreement"), is made by and among Angiodynamics, Inc. (the "Company"), McDonald

Investments Inc., as remarketing agent (the "Remarketing Agent"), and Counties

of Warren and Washington Industrial Development Agency (the "Issuer"), and is

entered in connection with the issuance by the Issuer of its Multi-Mode Variable

Rate Industrial Development Revenue Bonds (Angiodynamics, Inc. Project - Letter

of Credit Secured), Series 2002 in the total aggregate principal amount of

$3,500,000 (the "Bonds").



                                    ARTICLE I

                                    ---------



                                   Definitions

                                   -----------



Section 1.01.  Capitalized Terms.

               -----------------



          Capitalized terms used in this Remarketing Agreement, unless otherwise

defined herein, shall have the meanings assigned to them in the Trust Indenture,

dated as of August 1, 2002 (the "Indenture"), between the Issuer and The

Huntington National Bank, as Trustee, with respect to the Bonds.



Section 1.02.  Rules of Interpretation.

               -----------------------



          (a)  This Remarketing Agreement shall be interpreted in accordance

     with and governed by the laws of the State of New York.



          (b)  The words "herein" and "hereof" and words of similar import,

     without reference to any particular Article, Section or subsection, refer

     to this Remarketing Agreement as a whole rather than to any particular

     Article, Section or subsection hereof.



          (c)  The headings of Articles and Sections herein are for convenience

     only and shall not affect the construction hereof.



                                   ARTICLE II

                                   ----------



                              Remarketing of Bonds

                              --------------------



Section 2.01.  Representations and Warranties of the Company.

               ---------------------------------------------



          The Company hereby represents and warrants, for the benefit of the

Remarketing Agent, that:



          (a)  The Company is a corporation, organized and existing and in good

     standing under the laws of the State of New York, and has full power and

     authority to enter into the Installment Sale Agreement, the Bond Purchase

     Agreement, this Remarketing Agreement and the Reimbursement Agreement and

     to carry out the provisions hereof and thereof.



                                        1



{PAGE}



          (b)  The Installment Sale Agreement, the Bond Purchase Agreement, the

     Reimbursement Agreement and this Remarketing Agreement have been duly

     authorized, executed and delivered by the Company and, assuming the due

     execution and delivery of such agreements by the other parties thereto, are

     valid obligations legally binding upon the Company and enforceable in

     accordance with their respective terms, except as enforceability may be

     limited by bankruptcy or other laws affecting the enforcement of creditors'

     rights generally or by general principles of equity and public policy. The

     Company has approved the use and distribution of the Offering Circular

     dated August 28, 2002 (the "Offering Circular") in connection with the

     limited offering and remarketing of the Bonds.



          (c)  Except for all consents, approvals or authorizations of, or

     declarations or filings under any federal or state securities or "blue sky"

     laws, no consent, approval or authorization of, or declaration or filing

     with, any governmental authority or any other third party is a condition to

     the execution and delivery by the Company of the Installment Sale

     Agreement, the Bond Purchase Agreement, this Remarketing Agreement or the

     Reimbursement Agreement, or is required in connection with the offer,

     issuance and delivery by the Company of the instruments contemplated

     hereby. Neither the execution and delivery of the Indenture, the

     Installment Sale Agreement, the Bond Purchase Agreement, the Reimbursement

     Agreement, this Remarketing Agreement or the Bonds nor consummation of the

     transaction contemplated hereby or thereby or by the Offering Circular,

     will violate any provision of law or any applicable regulation, order, writ

     or decree of any court or governmental authority or will conflict or will

     be inconsistent with, or will result in any breach of any of the terms of,

     or will constitute a default under, any indenture, mortgage, deed of trust,

     agreement or other instrument to which the Company is a party or by which

     it may be bound, or will violate any provision of the Company's certificate

     of incorporation or by-laws.



          (d)  There is no action, suit, proceeding, inquiry or investigation,

     at law or in equity, or before or by any court, public board or body,

     pending or, to the best knowledge of the Company, threatened which

     challenges the validity of or seeks to enjoin the execution and delivery by

     the Company of, or the performance by the Company of its obligations with

     respect to, the Indenture, the Installment Sale Agreement, the Bond

     Purchase Agreement, the Remarketing Agreement, the Reimbursement Agreement

     or the Bonds, and there is no action, suit, proceeding, inquiry or

     investigation, at law or in equity, or before or by any court, public board

     or body, pending or, to the best knowledge of the Company, threatened

     against or affecting the Company (and to the best knowledge of the Company

     there is no basis therefor) wherein there is a reasonable possibility of an

     unfavorable decision, ruling or finding which would materially adversely

     affect any of the transactions contemplated by the Offering Circular, or

     which might result in any material adverse change in the properties,

     condition (financial or otherwise) or operations of the Company.



          (e)  Subject to the proviso that the Offering Circular is a summary

     and does not contain detailed information about the Company or its intended

     use of proceeds from the sale of the Bonds, and that the Company makes no

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