Exhibit 10.13

February 8, 2001


Mr. Lewis Chapman
200 Viking Place
Alamo, CA  94507

Re:  Offer of Employment as
     Vice President, Marketing and Sales and Chief Business Officer
     VidaMed, Inc.

Dear Lewis:

This letter will confirm the terms of your offer of employment with VidaMed,
Inc.  Such terms are as follows:

Position: You will serve in the position of Vice President, Marketing and
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Sales and Chief Business Officer.  You will assume and discharge such
responsibilities as commensurate with such position.

Compensation:
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(a)  In consideration of your services, you will be paid a base salary of
     $175,000 per annum, payable twice monthly in accordance with VidaMed's
     standard payroll practices.  Your base salary is normally reviewed annually
     by the Compensation Committee of the Board of Directors.

(b)  In addition to your base salary, you will be entitled to participate in the
     VidaMed Performance Improvement Program, for the fiscal year 2001, and such
     other incentive compensation or bonus plan(s) which may be adopted for
     senior management.  The adoption of such plan, eligibility, measurement
     criteria and all terms shall be determined by the Compensation Committee of
     the Board of Directors in its sole discretion.  The current year target
     performance award for Officers is 40% of base salary, with a maximum payout
     of 80% of base..

(c)  Additionally, you will receive a car allowance of $300 per month payable
     with your usual semi-monthly payroll check.

Other Benefits: You will be entitled to receive the standard employee benefits
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made available by VidaMed to its employees to the full extent of your
eligibility.  You shall accrue Paid Time Off (PTO) consistent with VidaMed's PTO
policy.  During your employment, you shall be permitted, to the extent eligible,
to participate in any group medical, dental, vision, life insurance and
disability insurance plans, or similar benefit plan of VidaMed that is generally
available to executive officers.

VidaMed shall reimburse you for all reasonable expenses actually incurred or
paid by you in the performance of your services on behalf of the company, in
accordance with VidaMed's expense reimbursement policy.

1.  Stock Options:  Pursuant to Board approval, and under the terms and
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    conditions of the VidaMed Employee Stock Option Plan and Stock Option
    Agreement, including the stock vesting provisions contained therein, you
    will be granted the option to purchase 300,000 shares of VidaMed common
    stock. The exercise price for this grant shall be the closing price of
    VidaMed common stock as of Thursday, February 8, 2001, to be approved at the
    next Board of Directors meeting. As long as you remain an employee of
    VidaMed, twelve forty-eighths (12/48) of the


    stock options granted will vest one full year from February 8, 2001, and one
    forty-eighth (1/48) of the total options granted will vest at the end of
    each full month thereafter until all shares have vested.

2.  Change of Control:  In the event of a merger or acquisition involving
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    VidaMed, or the sale of substantially all of VidaMed's assets which results
    in a Change of Control, you will be entitled to a Severance Agreement, the
    details of which are attached.

3.  Confidential Information: Your employment is contingent upon your execution
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    of and delivery of an Employment, Confidential Information and Invention
    Assignment Agreement in the standard form utilized by VidaMed.

4.  Conflicting Employment: During the term of your employment with VidaMed, you
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    will not engage in any other employment, occupation, consulting or other
    business activity related to the business in which VidaMed is now or may
    become involved in during your employment, nor will you engage in an other
    activities that conflicts with your obligations to VidaMed.

5.  General Provisions:
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         (a)  This offer letter will be governed by the laws of the State of
              California, applicable to agreements made and to be performed
              entirely within such state.
         (b) This offer letter sets forth the entire agreement and understanding
              between VidaMed and you relating to your employment and supercedes
              all prior verbal discussions between us. Any subsequent change or
              changes in your duties, salary or other compensation will not
              affect the validity or scope of this agreement.
         (c) This agreement shall be binding upon your heirs, executors,
              administrators, and other legal representatives and will be for
              the benefit of VidaMed and its respective successors and assigns.

Please acknowledge and confirm your acceptance of this letter by signing and
returning the enclosed copy.

VidaMed, Inc.



By
  Randy D. Lindholm
  President and Chief Executive Officer



ACCEPTANCE:

I accept the terms of employment with VidaMed, Inc. as set forth herein.  I
understand that this offer letter does not constitute a contract of employment
for any specified period of time, and that either party, with or without cause,
may terminate the employment relationship.



/s/ Lewis P. Chapman                       2/8/01
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Lewis P. Chapman                            Date
SSN #

Start Date: 2/8/01
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