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                                                                   EXHIBIT 10.30

                               EXCHANGE AGREEMENT

THIS EXCHANGE AGREEMENT, effective as of this 3lst day of July, 2006 by and
between:

IPG PHOTONICS CORPORATION, a Delaware US corporation, having its headquarters at
50 Old Webster Road, Oxford, Massachusetts, 01540, USA ("IPG"); and

VALENTIN P. GAPONTSEV, an individual residing at 31 Hickory Lane, Worcester,
Massachusetts 01609, USA ("VG") (IPG and VG shall individually be referred to as
a "Party", and collectively as the "Parties").

                                   WITNESSETH:

WHEREAS, IF Fibre Devices (UK) Ltd. ("IPFD"), as lender, has assigned and sold
to VG all of its right, title and interest in and to the Loan and Security
Agreement between IPFD and IPG Photonics Corporation, dated August 23, 2002 (as
amended, the "IPG Loan") under which IPG owes, as of July 31, 2006, principal
and accrued interest of $4,613,947.

WHEREAS, IPG is the lender under the Non-Recourse Promissory Note dated April 1,
2003 (as amended the "VG Note"), under which VG owed to IPG as of July 31, 2006,
principal and interest of $4,970,820.

WHEREAS, IPG and VG desire to exchange and offset their respective obligations
to each other.

NOW, THEREFORE, intending to be bound, the Parties hereto agree as follows:

Article 1. EXCHANGE

1.1  VG and IPG hereby make the following exchanges, transfers and payments
     effective on the date of this Agreement:

     a.   VG will transfer the IPG Loan to IPG;

     b.   IPG will mark the IPG Loan as 'cancelled' and IPG shall have no
          obligations to VG thereunder thereafter;

     c.   IPG will transfer the VG Note to VG;

     d.   VG will mark the VG Note as 'cancelled' and VG shall have no
          obligations to IPG thereunder thereafter;

     e.   VG will pay or cause to be paid IPG $356,873 in immediately available
          funds; and

     f.   IPG will cancel the Pledge Agreement, dated as of March 5, 2001, as
          amended, and shall return to VG stock certificates Nos. 76 and 100.

1.2  Each of the Parties hereby represents and warrants to the other that each
     has the full power and authority to execute and deliver this Agreement and
     all other related agreements or certificates and to carry out the
     provisions hereof and thereof. The execution and delivery of this Agreement
     will not violate or be in conflict with any order, judgment, injunction,
     agreement or controlling document to which the Party is a party or by which
     it is bound. This Agreement constitutes a valid and legally binding
     obligation of the Party, enforceable in accordance with its terms, subject
     to laws

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     of general application relating to bankruptcy, insolvency and the relief of
     debtors and by general principles of equity. No consent, approval, order or
     authorization of, or registration, declaration or filing with, any court,
     administrative agency or commission or other governmental authority or
     instrumentality is required by or with respect to the Party in connection
     with the execution and delivery of this Agreement, or the consummation of
     the transactions contemplated hereby.

Article 2. INDEMNIFICATION

Each Party shall indemnify and hold harmless the other Party against any and all
loss, liability, damage or expenses which may be incurred by the Party due to
any claims of a third party in connection with the breach, default or
non-performance of the Agreement by the other Party on or after the date of
execution of this Agreement.

Article 3. GENERAL

3.1  This Agreement contains the entire understanding among the Parties hereto
     with respect to the matters covered herein and supersedes and cancels any
     prior understanding with respect to the matters covered herein.

3.2  No changes, alterations or modifications hereto shall be effective unless
     made in writing and signed by all the Parties.

3.3  This Agreement, and all transactions contemplated hereby, shall be governed
     by, construed and enforced in accordance with the laws of the State of
     Massachusetts.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
in duplicate by their duly authorized representatives as of the date first
written above and each Party.

VALENTIN P. GAPONTSEV                   IPG PHOTONICS CORPORATION


By: /s/ Valentin P. Gapontsev           By: /s/ Angelo P. Lopresti
    ---------------------------------       ------------------------------------
    Valentin P. Gapontsev               Name: Angelo P. Lopresti
                                        Title: Vice President and Secretary


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