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                                                                    EXHIBIT 10.5

                                 CYNOSURE, INC.
                              EMPLOYMENT AGREEMENT

      THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as
of 1 January 2003 by and between Cynosure, Inc., a Delaware corporation, (the
"Company") and George Cho ("Employee").

                                   BACKGROUND

      A. The Company desires to retain the services of Employee as Senior
Vice-President of Medical Technology of the Company from the date of this
Agreement (the "Effective Date"). The Company also desires to provide employment
security to Employee, thereby inducing Employee to continue employment with the
Company and enhancing Employee's ability to perform effectively.

      B. Employee is willing to be employed by the Company on the terms and
subject to the conditions set forth in this Agreement.

      THE PARTIES AGREE AS FOLLOWS:

1.    EMPLOYMENT. Company hereby employs Employee, and Employee hereby accepts
      such employment, upon the terms and conditions set forth herein.

2.    DUTIES.

      2.1 Position. Employee is employed as the Senior Vice-President of Medical
      Technology of the Company and shall have the duties and responsibilities
      assigned by the Board of Directors of the Company, both upon initial hire
      and as may be reasonably assigned from time to time. Employee shall
      perform faithfully and diligently all duties assigned to Employee. Company
      reserves the right to modify Employee's position and duties at any time in
      its sole and absolute discretion.

      2.2 Best Effort/Full-time. Employee will expend Employee's best efforts on
      behalf of Company, and will abide by all policies and decisions made by
      Company, as well as all applicable federal, state and local laws,
      regulations or ordinances. Employee will act in the best interest of
      Company at all times, Employee shall devote Employee's full business time
      and efforts to the performance of Employee's assigned duties for Company,
      unless Employee notifies Company in advance of Employee's intent to engage
      in other paid work and receives Company's express written consent to do
      so.

      2.3 Work Location. Employee's principal place of work shall be located in
      Chelmsford, Massachusetts or such other location as the parties may agree
      upon from time to time.

      2.4 Change of Location. In the event that the Company relocates its
      operations to a location outside of a one hundred mile radius of
      Chelmsford, Massachusetts, within two years following the date hereof and
      Employee elects not to continue employment with the

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      Company, the Company shall pay to Employee an amount equal to Employee's
      then Base Salary, accrued bonus and fringe benefits for a twelve month
      period.

3.    TERM.

      3.1 Initial Term. The employment relationship pursuant to this Agreement
      shall be for an initial term commencing on the Effective Date set forth
      above and continuing for a period of three (3) years following such date
      (the "Initial Term"), unless sooner terminated in accordance with Section
      7 below.

      3.2 Renewal. On completion of the Initial Term specified in subsection 3.1
      above, this Agreement will automatically renew for subsequent three (3)
      year terms unless either party provides three hundred (300) days' advance
      written notice to the other that Company/ Employee does not wish to renew
      the Agreement for a subsequent three (3)-year term. In the event either
      party gives notice of nonrenewal pursuant to this subsection 3.2, this
      Agreement will expire at the end of the then current term.

4.    COMPENSATION.

      4.1 Base Salary. As compensation for Employee's performance of Employee's
      duties hereunder, Company shall pay to Employee an initial Base Salary of
      $130,000 per year, currently reduced by $13,000 subject to at least annual
      review and adjustment by the Board of Directors, payable in accordance
      with the normal payroll practices of Company, less required deductions for
      state and federal withholding tax, social security and all other
      employment taxes and payroll deductions. In the event Employee's
      employment under this Agreement is terminated by either party, for any
      reason, Employee will earn the Base Salary, accrued bonus and fringe
      benefits prorated to the date of termination.

      4.2 Incentive Compensation. Employee will be eligible to earn incentive
      compensation. All bonus payments will be made less required deductions for
      state and federal withholding tax, social security, and other employment
      taxes and payroll deductions.

      4.3 Performance and Salary Review. Company will periodically review
      Employee's performance on no less than an annual basis. Adjustments to
      salary or other compensation, if any, will be made by Company in its sole
      and absolute discretion.

      4.4 Stock Compensation. Employee will be granted stock purchase rights
      under the Cynosure Stock Compensation Plan in accordance with the draft
      Stock Compensation Plan, Stock Purchase Rights Agreement, and Tax Bonus
      attached hereto, as soon as possible after approval by the Company's
      shareholders and directors.

5.    EMPLOYEE FRINGE BENEFITS.

      5.1 Customary Fringe Benefits. Employee will be eligible for all customary
      and usual fringe benefits generally available to executives of the
      Company, including but not limited to medical, dental and life insurance
      and participation in the Company's 401k plan, subject to the terms and
      conditions of the Company's benefit plan documents.

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      5.2 The Company reserves the right to change or eliminate the fringe
      benefits on a prospective basis, at any time, effective upon notice to
      Employee.

6.    BUSINESS EXPENSES. Employee will be reimbursed for all reasonable, out-of
      pocket business expenses incurred in accordance with the Company's travel
      policies in the Performance of Employee's duties on behalf of Company. To
      obtain reimbursement, expenses must be submitted promptly with appropriate
      supporting documentation in accordance with Company's policies.

7.    TERMINATION OF EMPLOYEE'S EMPLOYMENT.

      7.1 Termination for Cause by Company. Although Company anticipates a
      mutually rewarding employment relationship with Employee, Company may
      terminate Employee's employment immediately at any time for Cause. For
      purposes of this Agreement, "Cause" is defined as: (a) acts or omissions
      constituting gross negligence, recklessness or willful misconduct on the
      part of Employee with respect to Employee's obligations to the Company or
      otherwise relating to the business of Company, in each case as determined
      in good faith by the Company; (b) Employee's material breach of this
      Agreement or the Company's Employee Innovations and Proprietary Rights
      Agreement; (c) Employee's conviction or entry of a plea of nolo contendere
      for fraud, misappropriation or embezzlement, or any felony or crime of
      moral turpitude; (d) Employee's willful neglect of duties as determined in
      the good faith by Company; (e) Employee's failure to perform the essential
      functions of Employee's position, with reasonable accommodation, due to a
      mental or physical disability (f) Employee's knowingly withholding
      material information (in his or her area of responsibility) from the CEO
      and the Board of Directors. In the event Employee's employment is
      terminated in accordance with this subsection 7.1, Employee shall be
      entitled to receive only the Base Salary then in effect, prorated to the
      date of termination. All other Company obligations to Employee pursuant to
      this Agreement will become automatically terminated and completely
      extinguished. In addition, Employee will not be entitled to receive the
      Severance Payment described in subsection 7.2 below.

      7.2 Termination Without Cause by Company/Severance. Company may terminate
      Employee's employment under this Agreement without Cause at any time after
      the Initial Term on thirty (30) days' advance written notice to Employee.
      In the event any such termination shall occur within 540 days following
      the date hereof, such employee shall receive the payments set forth in
      Section 6.1 of the Subscription Agreement between El. En. and the Company,
      dated May 3rd, 2002. In the event any such termination shall occur
      thereafter, Employee will receive the Base Salary, accrued bonus and
      fringe benefits then in effect, prorated to the date of termination, and a
      "Severance Payment" equivalent to TWELVE (_12_) months of Employee's Base
      Salary, accrued bonus and fringe benefits then in effect on the date of
      termination, provided that Employee, (a) complies with all surviving
      provisions of this Agreement as specified in subsection 14.8 below; and
      (b) executes a full general release, releasing all claims, known or
      unknown, that Employee may have against Company arising out of or any way
      related to Employee's employment or termination of employment with
      Company.

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      7.3 Resignation by Employee for Good Cause. Employee may resign Employee's
      position with the Company at any time for Good Reason (as defined below.
      In the event of such termination, Employee will receive from the Company
      the Base Salary, accrued bonus and fringe benefits then in effect,
      prorated to the date of termination, and a Severance Payment as set forth
      in Section 7.2. For purposes of this Agreement, "Good Reason" is defined
      as a good faith determination by Employee that there has (i) a diminution
      in Employee's position, authority or responsibilities and a reduction by
      10% in Employee's salary or benefits; (ii) a breach by the Company of this
      Agreement.

      7.4 Voluntary Resignation by Employee. Employee may voluntarily resign
      Employee's position with Company at any time on thirty (30) days' advance
      written notice. In the event of such resignation, Employee will be
      entitled to receive only the Base Salary, accrued bonus and fringe
      benefits for the thirty-day notice period, and Employee will not be
      entitled to receive the Severance Payment described in subsection 7.2
      above.

      7.5 Termination of Employment Upon Nonrenewal. In the event either party
      decides not to renew this Agreement for a subsequent three (3)-year term
      in accordance with subsection 3.2 above, the Agreement will expire,
      Employee's employment with Company will terminate and Employee will only
      be entitled to Employee's Base Salary, accrued bonus and fringe benefits
      paid through the last day of the then current term. All other Company
      obligations to Employee pursuant to this Agreement will become
      automatically terminated and completely extinguished, except for the
      repurchase of accrued stock purchase rights or shares underlying options.
      In addition, Employee will not be entitled to the Severance Payment
      described in subsection 7.2 above.

8.    NO CONFLICT OF INTEREST. During the term of Employee's employment with
      Company, Employee must not engage in any work, paid or unpaid, that
      creates an actual or potential conflict of interest with Company. Such
      work shall include, but is not limited to, directly or indirectly
      competing with Company in any way, or acting as an officer, director,
      employee, consultant, stockholder (in excess of 5% of publicly traded
      companies), volunteer, lender, or agent of any business enterprise of the
      same nature as, or which is in direct competition with, the business in
      which Company is now engaged or in which Company becomes engaged during
      the term of Employee's employment with Company, as may be determined by
      Company in its sole discretion, if Company believes such a conflict exists
      during the term of this Agreement, Company may ask Employee to choose to
      discontinue the other work or resign employment with Company. In addition,
      Employee agrees not to refer any client or potential client of Company to
      competitors of Company, without obtaining Company's prior written consent,
      during the term of Employee's employment.

9.    POST-TERMINATION NON-COMPETITION.

      9.1 Consideration For Promise To Refrain From Competing. Employee agrees
      that Employee's services are special and unique, that Company's disclosure
      of confidential, proprietary information and specialized training and
      knowledge to Employee, and that Employee's level of compensation and
      benefits and post-termination severance, as applicable, are partly in
      consideration of and conditioned upon Employee not competing

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      with Company. Employee acknowledges that such consideration for Employee's
      services under this Agreement is adequate consideration for Employee's
      promises contained within this Section 9.

      9.2 Promise To Refrain From Competing. Employee understands Company's need
      for Employee's promise not to compete with Company is based on the
      following: (a) Company has expended, and will continue to expend,
      substantial time, money and effort in developing its confidential and
      proprietary information; (b) Employee will in the course of Employee's
      employment develop, be personally entrusted with and exposed to such
      confidential and proprietary information; (c) both during and after the
      term of Employee's employment, Company will be engaged in the highly
      competitive laser manufacturing industry; (d) Company provides products
      and services nationally and may provide products and services
      internationally in the future; and (e) Company will suffer great loss and
      irreparable harm if Employee were to enter into competition with Company.
      Therefore, in exchange for the consideration described in subsection 9.1
      above, Employee agrees that for the period of one (1) year following the
      date Employee ceases to render services to Company (the "Covenant
      Period"), Employee will not either directly or indirectly, whether as a
      owner, director, officer, manager, consultant, agent or employee: (i) work
      for a competitor, which is defined to include any individual, firm, entity
      or business enterprise that manufactures, sells or distributes lasers
      with cosmetic and/or competing medical applications, other than Company
      (or such parent, affiliate or subsidiary, in any geographical area where
      Company is now engaged in business, or becomes engaged, during the term of
      Employee's employment ("Restricted Business"); or (ii) make or hold any
      investment in any Restricted Business in the United States, whether such
      investment be by way of loan, purchase of stock or otherwise, provided
      that there shall be excluded from the foregoing the ownership of not more
      than one percent (5%) of the listed or traded stock of any publicly held
      corporation. For purposes of this Section 9, the term "Company" shall mean
      and include Company, any successor to the business of Company (by merger,
      consolidation, sale of assets or stock or otherwise) and any other
      corporation or entity of which Employee may serve as a director, officer
      or employee at the request of Company or any successor of Company.

      9.3 Reasonableness of Restrictions. Employee represents and agrees that
      the restrictions on competition, as to time, geographic area, and scope of
      activity, required by this Section 9 are reasonable, do not impose a
      greater restraint than is necessary to protect the goodwill and business
      interests of Company, and are not unduly burdensome to Employee. Employee
      expressly acknowledges that Company competes on a worldwide basis and that
      the geographical scope of these limitations is reasonable and necessary
      for the protection of Company's trade secrets and other confidential and
      proprietary information. Employee further agrees that these restrictions
      allow Employee an adequate number and variety of employment alternatives,
      based on Employee's varied skills and abilities. Employee represents that
      Employee is willing and able to compete in other employment not prohibited
      by this Agreement.

      9.4 Reformation if Necessary. In the event a court of competent
      jurisdiction determines that the geographic area, duration, or scope of
      activity of any restriction under this Section 9 and its subsections is
      unenforceable, the restrictions under this Section and its

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      subsections shall not be terminated but shall be reformed and modified to
      the extent required to render them valid and enforceable. Employee further
      agrees that the court may reform this Agreement to extend the one (1)
      year period of this covenant not to compete by an amount of time equal to
      any period in which Employee is in breach of this covenant.

10.   CONFIDENTIALITY AND PROPRIETARY RIGHTS. Employee agrees to read, sign and
      abide by Company's [EMPLOYEE INNOVATIONS AND PROPRIETARY RIGHTS ASSIGNMENT
      AGREEMENT], which is incorporated herein by reference.

11.   NON-SOLICITATION.

      11.1 Nonsolicitation of Customers or Prospects. Employee acknowledges that
      information about Company's customers is confidential and constitutes
      trade secrets. Accordingly, Employee agrees that during the term of this
      Agreement and for a period of two (2) years after the termination of this
      Agreement, Employee will not either directly or indirectly, separately or
      in association with others, interfere with, impair, disrupt or damage
      Company's relationship with any of its customers or customer prospects by
      soliciting or encouraging others to solicit any of them for the purpose
      of diverting or taking away business from Company.

      11.2 Nonsolicitation of Company's Employees. Employee agrees that during
      the term of this Agreement and for a period of two (2) years after the
      termination of this Agreement, Employee will not, either directly or
      indirectly, separately or in association with others, interfere with,
      impair, disrupt or damage Company's business by soliciting, encouraging or
      attempting to hire any of Company's employees or causing others to solicit
      or encourage any of Company's employees to discontinue their employment
      with Company.

12.   INJUNCTIVE RELIEF. Employee acknowledges that Employee's breach of any of
      the covenants contained in sections 8-11 (collectively "Covenants") would
      cause irreparable injury to Company and agrees that in the event of any
      such breach, Company shall be entitled to seek temporary, preliminary and
      permanent injunctive relief without the necessity of proving actual
      damages or posting any bond or other security.

13.   AGREEMENT TO ARBITRATE. To the fullest extent permitted by law, Employee
      and Company agree to arbitrate any controversy, claim or dispute between
      them arising out of or in any way related to this Agreement, the
      employment relationship between Company and Employee and any disputes upon
      termination of employment, including but not limited to breach of contract
      tort, discrimination, harassment, wrongful termination, demotion,
      discipline, failure to accommodate, family and medical leave, compensation
      or benefits claims, constitutional claims; and any claims for violation of
      any local, state or federal law, statute, regulation or ordinance or
      common law. Claims for workers' compensation, unemployment insurance
      benefits, breach of the Company's Employee Innovations and Proprietary
      Rights Agreement and Company's right to obtain injunctive relief pursuant
      to Section 12 above are excluded. For the purpose of this Agreement to
      arbitrate, references to "Company" include all parent, subsidiary or
      related entities and

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      their employees, supervisors, officers, directors, agents,, fiduciaries,
      administrators, affiliates and all successors and assigns of any of them,
      and this Agreement shall apply to them to the extent Employee's claims
      arise out of or relate to their actions on behalf of Company.

      13.1 Consideration. The mutual promise by Company and Employee to
      arbitrate any and all disputes between them (except for those referenced
      above) rather than litigate them before the courts or other bodies,
      provides the consideration for this Agreement to arbitrate.

      13.2 Initiation of Arbitration. Either party may exercise the right to
      arbitrate by providing the other party with written notice of any and all
      claims forming the basis of such right in sufficient detail to inform the
      other party of the substance of such claims. In no event shall the request
      for arbitration be made after the date when institution of legal or
      equitable proceedings based on such claims would be barred by the
      applicable statute of limitations.

      13.3 Arbitration Procedure. The arbitration will be conducted in Boston,
      Massachusetts by a single neutral arbitrator and in accordance with the
      then current rules for resolution of employment disputes of the American
      Arbitration Association ("AAA"). The parties are entitled to
      representation by an attorney or other representative of their choosing.
      The arbitrator shall have the power to enter any award that could be
      entered by a judge of the trial court of the State of Massachusetts, and
      only such power, and shall follow the law. In the event the arbitrator
      does not follow the law, the arbitrator will have exceeded the scope of
      his or her authority and the parties may, at their option, file a motion
      to vacate the award in court. Subject to the foregoing, the parties agree
      to abide by and perform any award rendered by the arbitrator. Judgment on
      the award may be entered in any court having jurisdiction thereof.

      13.4 Costs of Arbitration. Each party shall bear one half the cost of the
      arbitration filing and hearing fees, and the cost of the arbitrator.

14.   GENERAL PROVISIONS.

      14.1 Successors and Assigns. The rights and obligations of Company under
      this Agreement shall inure to the benefit of and shall be binding upon the
      successors and assigns of Company. Employee shall not be entitled to
      assign any of Employee's rights or obligations under this Agreement.

      14.2 Waiver. Either party's failure to enforce any provision of this
      Agreement shall not in any way be construed as a waiver of any such
      provision, or prevent that party thereafter from enforcing each and every
      other provision of this Agreement.

      14.3 Attorneys Fees. Each side will bear its own attorneys' fees in any
      dispute unless a statutory Section at issue, if any, authorizes the award
      of attorneys' fees to the prevailing party.

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      14.4 Severability. In the event any provision of this Agreement is found
      to be unenforceable by an arbitrator or court of competent jurisdiction,
      such provision shall be deemed modified to the extent necessary to allow
      enforceability of the provision as so limited, it being intended that the
      parties shall receive the benefit contemplated herein to the fullest
      extent permitted by law. If a deemed modification is not satisfactory in
      the judgment of such arbitrator or court, the unenforceable provision
      shall be deemed deleted, and the validity and enforceability of the
      remaining provisions shall not be affected thereby.

      14.5 Interpretation; Construction. The headings set forth in this
      Agreement are for convenience only and shall not be used in interpreting
      this Agreement. This Agreement has been drafted by legal counsel
      representing Company, but Employee has participated in the negotiation of
      its terms. Furthermore, Employee acknowledges that Employee has had an
      opportunity to review and revise the Agreement and have it reviewed by
      legal counsel, if desired, and, therefore, the normal rule of construction
      to the effect that any ambiguities are to be resolved against the drafting
      party shall not be employed in the interpretation of this Agreement.

      14.6 Governing Law. This Agreement will be governed by and construed in
      accordance with the laws of the United States and the State of
      Massachusetts.

      14.7 Notices. Any notice required or permitted by this Agreement shall be
      in writing and shall be delivered as follows with notice deemed given as
      indicated, (a) by personal delivery when delivered personally; (b) by
      overnight courier upon written verification of receipt: (c) by telecopy or
      facsimile transmission upon acknowledgment of receipt of electronic
      transmission, or (d) by certified or registered mail, return receipt
      requested, upon verification of receipt. Notice shall be sent to the
      addresses set forth below, or such other address as either party may
      specify in writing.

      14.8 Survival. Sections 9 ("Post-Termination Non-Competition"), 10
      ("Confidentiality and Proprietary Rights"), 11 ("Non-Solicitation"), 12
      ("Injunctive Relief"), 13 ("Agreement to Arbitrate"), 14 ("General
      Provisions") and 15 ("Entire Agreement") of this Agreement shall survive
      Employee's employment by Company.

15.   ENTIRE AGREEMENT. This Agreement, including the Company Employee
      Innovations and Proprietary Rights Assignment Agreement incorporated
      herein by reference, constitutes the entire agreement between the
      parties relating to this subject matter and supersedes all prior or
      simultaneous representations, discussions, negotiations, and agreements,
      whether written or oral. This Agreement may be amended or modified only
      with the written consent of both Employee and the Company. No oral
      waiver, amendment or modification will be effective under any
      circumstances whatsoever.

THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY
UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES
HAVE EXECUTED THIS AGREEMENT ON THE DATES SHOWN BELOW.

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      IN WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement as of the date set forth in the first paragraph.

                                        CYNOSURE, INC.

                                    By: /s/ Horace W. Furumoto
                                        ------------------------------
                                        Horace W. Furumoto
                                        President
                                        Address: 10 Elizabeth Drive
                                                 Chelmsford, MA 01824

                                        /s/ George Cho
                                        -----------------------------
                                        George Cho

                                        Address: 2 Jordan Road
                                                 Hopkinton, MA 01748

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