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                                                                    EXHIBIT 10.4

                                 CYNOSURE, INC.
                              EMPLOYMENT AGREEMENT

      THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as
of _ September 2003 by and between Cynosure, Inc., a Delaware corporation (the
"Company") and Michael Davin ("Employee").

                                   BACKGROUND

      A. The Company desires to retain the services of Employee as Chief
Executive Officer 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 Chief Executive Officer 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.

      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 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.

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3.    TERM. The employment relationship pursuant to this Agreement shall be
      without a term, and can be terminated in accordance with Section 7 below.

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
      $205,000 per year, reduced to $180,000 for the first 12 months, subject
      to 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 then in effect, accrued bonus
      and fringe benefits prorated to the date of termination.

      4.2 Incentive Compensation. Employee will be eligible to earn incentive
      compensation.

            (a) Bonus: Upon fulfillment of the goals outlined in annex (1),
            $10,000 bonus payments will be made 6, 12, 18 months after the
            Effective Date. All bonus payments will be made less required
            deductions for state and federal withholding tax, social security,
            and other employment taxes and payroll deductions.

            (b) Share in profit: from fiscal year 2004 Employee will be eligible
            to receive payment of 10% of the Adjusted Net Profit, if positive,
            (as defined in Annex (2)) for the first 2 years of employment and of
            5% of the Adjusted Net Profit, if positive, for the following years.
            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. After the first two years of
      employment, 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 AND OTHERS.

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

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      5.2 Vacation. Employee is entitled to a total of three weeks paid leave
      per year.

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 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 on
      thirty (30) days' advance written notice to Employee. In the event any
      such termination shall occur, 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 TWENTY FOUR (_24_)
      months of Employee's Base Salary 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. Notwithstanding anything in this agreement to the contrary, the
      Company's obligation to make severance payments to Employee shall
      terminate if Employee accepts an offer of employment or an offer to render
      consulting services to a competitor of Company, or otherwise breaches this
      Agreement.

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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 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, 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.

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 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

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      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 two (2) years following the date Employee is
      terminated or resigns for good cause (as described in Section 7.3) and
      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, "IPL"
      and "LED" devices 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 four percent (4%) of the listed
      or traded stock of any publicly held corporation. In the case of a
      voluntary resignation by Employee in which Employee receives no Severance
      Payments, the Covenant Period shall be limited to one (1) year. 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 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 two (2) year period
      or one (1) year period of this covenant not to compete, whichever is
      applicable, by an amount of time equal to any period in which Employee is
      in breach of this covenant.

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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, or one (1) year in the case of a voluntary resignation,
      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, or one (1) year in the case of a voluntary
      resignation, 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 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.

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      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.

      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

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      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.

                  [Remainder of page left blank intentionally]

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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/ Michael Davin
                                    --------------------------------------
                                    Michael Davin

                                    Address: 92 Kimball Rd
                                             Carlisle, MA 01741

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                                    ANNEX (1)
Bonus targets

6 MONTHS

Reorganization of domestic sales force (increase force)
Reorganization of company: meet current budget, substantially above break even
New development lines for R&D

12 MONTHS

Completion of reorganization of sales force
Completion of development of reference sites, including results (pay-back)
20% increase of domestic revenues
Reorganization of international subsidiaries: break even and increase revenues

18 MONTHS

To hit $30 millions consolidated Net Revenues for the previous 12 months, and
achieve profitability in terms of Adjusted Net Profit as defined in annex (2)

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                                    ANNEX (2)

Definition of "Adjusted Net Profit" ANP

ANP will be yearly calculated as follows according to the consolidated audited
financials of the Company. ANP will include all entries related to the operation
under direct control of the CEO, and not include items such as one time write
offs and Sona equity loss or gain. Tax impact will be calculated at a standard
rate in order the incentive not to be affected by the company's fiscal policies

+  (A) Profit before taxation
+- (B) Sona equity loss
+- (C) One time write off or earnings
+- (D) minority interest (China sub)

Adjusted Gross Profit = A +- B +- C +- D

Adjusted Net Profit = Gross Adjusted Profit x (1 - 34%)

For the sake of clarity in case ANP had to be calculated on 2002 financials:

(A)= -$2,193,189

(B) = $158,535 loss not to be considered

(C)  NA

(D) = -$70,114 profit share of minority, to be taken out

AGP = -$2,104,760.

If AGP was positive ANP=$1,389,147 = 66% of AGP

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