===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934




                                  June 29, 2005

                              Diomed Holdings, Inc.


<TABLE>
<CAPTION>
<S>                               <C>                        <C>
           Delaware                       000-32045                     84-1480636
(State or other jurisdiction of   (Commission File Number)   (IRS Employer Identification No.)
        incorporation)
</TABLE>

                       1 Dundee Park
                        Andover, MA                            01810
         (Address of Principal Executive Offices)            (Zip Code)

       Registrant's telephone number, including area code: (978-475-7771)

<PAGE>

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

      On June 24, 2005, Diomed Holdings, Inc. ("Diomed") entered into an
agreement (the "Distribution Agreement") with Med1Online, pursuant to which
Diomed appointed Med1Online as its exclusive distributor of Diomed's patented
EVLT(R) endovenous laser treatment products in the OB/GYN and plastic surgery
markets in the United States.

      The following summarizes the material terms of the Distribution Agreement:

Term: Initial term of three years, renewable annually thereafter with the
parties' mutual agreement.

Market: OB/GYN and plastic surgery markets in the United States. Diomed will
refer inquiries within the market to Med1Online; Med1Online will refer inquiries
outside of the market to Diomed.

Marketing Activities: Med1Online will use its sales force to develop markets and
improve market penetration of EVLT(R) and provide purchase financing. Med1Online
will invest a minimum amount per quarter for marketing, advertising and
promotion of EVLT(R).

Marketing Support, Training and Customer Support: Diomed will provide Med1Online
with Diomed's promotional materials, including demos for use at mutually agreed
upon trade shows. Diomed will assist Med1Online in developing an in-house sales
training program and will provide training for at least three Med1Online sales
representatives annually. Diomed will provide installation, training and
warranty service to Med1Online customers. If Diomed so requests, and at Diomed's
expense, Med1Online will provide clinical training to customers through
appropriately certified representatives of Med1Online.

Minimum Purchases and Pricing: Med1Online will purchase from Diomed a specified
minimum number of EVLT(R) lasers initially, and a minimum number of EVLT(R)
lasers each quarter in order to maintain its exclusive distribution rights.


ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

      A copy of the Distribution Agreement (omitting certain confidential
information as to which Diomed has made a request for confidential treatment
with the Securities and Exchange Commission) is attached as an exhibit to this
Current Report.

10.1  Distribution Agreement, dated as of June 24, 2005, between Diomed
      Holdings, Inc. and Med1Online

<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                  Diomed Holdings, Inc.
                                  (Registrant)

Date:    June 29, 2005            By:    /s/  JAMES A. WYLIE, JR.
                                         --------------------------
                                  Name:  James A. Wylie, Jr.
                                  Title: President and Chief Executive Officer

EXHIBITS

10.1  Distribution Agreement, dated as of June 24, 2005, between Diomed
      Holdings, Inc. and Med1Online
{"company-data": {"conformed-name": "DIOMED HOLDINGS INC", "cik": "0001074874", "assigned-sic": "3841", "irs-number": "841480636", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-31250", "film-number": "05925973"}, "business-address": {"street1": "1 DUNDEE PARK", "city": "ANDOVER", "state": "MA", "zip": "01810", "phone": "978-475-7771"}, "former-company": {"former-conformed-name": "NATEXCO CORP", "date-changed": "20001128"}}
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                  June 29, 2005

                              Diomed Holdings, Inc.
Delaware                       000-32045                     84-1480636
(State or other jurisdiction of   (Commission File Number)   (IRS Employer Identification No.)
        incorporation)
1 Dundee Park
                        Andover, MA                            01810
         (Address of Principal Executive Offices)            (Zip Code)

       Registrant's telephone number, including area code: (978-475-7771)
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

      On June 24, 2005, Diomed Holdings, Inc. ("Diomed") entered into an
agreement (the "Distribution Agreement") with Med1Online, pursuant to which
Diomed appointed Med1Online as its exclusive distributor of Diomed's patented
EVLT(R) endovenous laser treatment products in the OB/GYN and plastic surgery
markets in the United States.

      The following summarizes the material terms of the Distribution Agreement:

Term: Initial term of three years, renewable annually thereafter with the
parties' mutual agreement.

Market: OB/GYN and plastic surgery markets in the United States. Diomed will
refer inquiries within the market to Med1Online; Med1Online will refer inquiries
outside of the market to Diomed.

Marketing Activities: Med1Online will use its sales force to develop markets and
improve market penetration of EVLT(R) and provide purchase financing. Med1Online
will invest a minimum amount per quarter for marketing, advertising and
promotion of EVLT(R).

Marketing Support, Training and Customer Support: Diomed will provide Med1Online
with Diomed's promotional materials, including demos for use at mutually agreed
upon trade shows. Diomed will assist Med1Online in developing an in-house sales
training program and will provide training for at least three Med1Online sales
representatives annually. Diomed will provide installation, training and
warranty service to Med1Online customers. If Diomed so requests, and at Diomed's
expense, Med1Online will provide clinical training to customers through
appropriately certified representatives of Med1Online.

Minimum Purchases and Pricing: Med1Online will purchase from Diomed a specified
minimum number of EVLT(R) lasers initially, and a minimum number of EVLT(R)
lasers each quarter in order to maintain its exclusive distribution rights.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

      A copy of the Distribution Agreement (omitting certain confidential
information as to which Diomed has made a request for confidential treatment
with the Securities and Exchange Commission) is attached as an exhibit to this
Current Report.

10.1  Distribution Agreement, dated as of June 24, 2005, between Diomed
      Holdings, Inc. and Med1Online
SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                  Diomed Holdings, Inc.
                                  (Registrant)

Date:    June 29, 2005            By:    /s/  JAMES A. WYLIE, JR.
                                         --------------------------
                                  Name:  James A. Wylie, Jr.
                                  Title: President and Chief Executive Officer

EXHIBITS

10.1  Distribution Agreement, dated as of June 24, 2005, between Diomed
      Holdings, Inc. and Med1Online