EXHIBIT 10(ss)


DRAFT DATED 4/26/96
-------------------

                              EMPLOYMENT AGREEMENT





         THIS EMPLOYMENT  AGREEMENT (this "Agreement") made  as of  May 1, 1996,
between  Palomar  Medical  Technologies,   Inc.,  a  Delaware  corporation  (the
"Company"),  and Ronald G. Wheeland,  M.D., F.A.C.P.,  an individual residing at
8406 Ruggles Court, Fair Oaks, California 95628 (the "Employee"),

                          W I T N E S S E T H  T H A T:

         WHEREAS,  the Company  desires to employ  Employee as one of its senior
executive  officers  for the  period and upon and  subject  to the terms  herein
provided; and

         WHEREAS,  the  Company  desires to be assured  that  Employee  will not
compete  with the  Company  for the period and  within  the  geographical  areas
hereinafter specified; and

         WHEREAS, Employee is willing to agree to be employed by the Company for
the period and upon and subject to the terms herein provided; and

         WHEREAS, Employee does not desire to work for the Company in a position
lower than that of a managerial  capacity and is willing to agree not to compete
with the Company;

         NOW,  THEREFORE,  in consideration of the premises,  the parties hereto
covenant and agree as follows:

         Section 1. Term of  Employment;  Compensation.  The  Company  agrees to
employ Employee from the date  hereof  until May 31, 2001 in a senior managerial
capacity, initially as Vice President and Medical Director. The Company will pay
Employee  for his  services  during the term of his  employment  hereunder at an
annual rate of Three  Hundred  Fifty  Thousand  Dollars  ($350,000),  payable in
arrears,  in equal  installments,  in accordance with standard Company practice,
but in any event not less often than  monthly,  subject only to such payroll and
withholding  deductions as are required by law or requested by the Employee (the
"Base  Salary").  The  Base  Salary  shall  be  increased  10% per  year on each
anniversary  of this  Agreement.  Employee  shall also be  entitled to an annual
bonus of not  less  than 10% and not  more  than  30% of his Base  Salary  to be
granted based upon the achievement of mutually agreed upon performance criteria.

         Upon execution of this Agreement, Employee will be paid a signing bonus
of Two Hundred Fifty Thousand Dollars  ($250,000) and will be granted options to
purchase  400,000 shares of the common stock,  $.01 par value per share,  of the
Company at a purchase  price of $9.50 per share such  option to vest at the rate
of 150,000 on the first anniversary  hereof,  150,000 on the second  anniversary
hereof,  and 100,000 on the third  anniversary  hereof.  The Options  shall vest
immediately  upon a


                                     



change in control of the  Company,  as defined in the option  agreement  or upon
termination of Employee's employment under Section 6(e) of this Agreement.

         The Company will also pay Employee's costs to maintain his personal and
family health insurance from his current employer under provisions of C.O.B.R.A.
(Continuation  of  Benefits  Reconciliation  Act)  for a  period  not to  exceed
eighteen months from the date hereof, and provide  continuously  during the term
of this Agreement  coverage for the Employee  under the Company's  directors and
officers  liability  insurance  policy and shall  maintain  such  other  medical
malpractice  and  liability  insurance  coverage  for the  Employee  as shall be
sufficient to cover the Employee's  activities on behalf of the Company.  In the
event that  Employee is sued by ThermoLase  Corporation  during the term of this
Agreement  and such suit is based upon  either (i)  previous  employment-related
negotiations  between  ThermoLase and Employee,  or (ii) wrongful  disclosure of
proprietary  information to the Company,  the Company shall defend and indemnify
Employee  against any loss,  cost or  liability  arising out of any such lawsuit
including,  but not  limited  to  reasonable  retainers,  expert  witness  fees,
attorney's  fees,  settlement  costs,  judgments  and  litigation  costs (herein
referred to as "Defense  Costs").  Employee  may retain  independent  counsel of
Employee's choosing to represent Employee is any such litigation.  Any insurance
policy  required to be carried by the Company for the benefit of Employee  under
this Agreement  shall provide as follows:  (i) that Defense Costs related to any
covered claim,  shall be advanced and paid to, or on behalf of,  Employee as and
when any such Defense Costs are incurred,  and (ii) that Employee shall have the
right to retain  independent  counsel of Employee's  choosing to defend Employee
with respect to any such covered  claim.  To the extent nor covered by insurance
carried by the  Company,  the Company  agrees to defend and  indemnify  Employee
against any loss, costs or liability,  including  Defense Costs,  arising out of
Employee's   employment  with  the  Company  except  liability   resulting  from
Employee's willful misconduct.  In defending Employee under this paragraph,  the
Company  shall  advance and pay  Employee's  Defense  Costs as and when they are
incurred,  and Employee  shall have the right to retain  independent  counsel of
Employee's choosing.

         Section 2. Office and  Duties.  Employee's  principal  responsibilities
shall include (1) assisting the Company in developing  its strategy to achieve a
dominant position in the cosmetic laser markets,  including transitioning from a
capital equipment  supplier to a broad service  provider,  (2) providing product
development  and product  application  guidance for medical and  cosmetic  laser
procedures, (3) directing clinical trials for laser applications,  (4) assisting
and directing  training and educational  programs,  (5) serving as the Company's
spokesman with the medical research,  clinician and practitioner  communities as
well as with the  investor  community to increase  awareness  of  promising  and
effective laser treatments, (6) assisting in the evaluation of new technologies,
products  and  procedures  which  may be of  interest  to the  Company,  and (7)
operating and managing a Company facility in Sacramento, California, staffed and
equipped to do product,  procedure and clinical  evaluations.  The Company shall
provide at its expense for Employee the  standard  level of medical  malpractice
insurance to protect his medical license from litigation related to the practice
of medicine  within the scope of employment by the Company as well as continuing
"tail"  coverage for a period of three (3) years in the event of  termination of
employment. Employee shall devote substantially all of his business time, labor,
skill,  undivided  attention and best ability to the  performance  of his duties
hereunder in a manner which will faithfully and diligently  further the business
and interests of the Company. During the term of his employment,  Employee shall
not directly or indirectly pursue any other business  activity,  except personal
investments not related to the Company or its business,  and those  professional
medical


                                      -2-






activities related to service to professional  medical publications as editor or
reviewer or professional  medical  societies as elected  officer,  elected board
member or  appointed  committee  member or chair,  without the  Company's  prior
written  consent.  Employee  agrees that he will  travel to  whatever  extent is
reasonably  necessary in the conduct of the Company's  business.  The Employee's
principal office shall be located in Sacramento,  California, and Employee shall
not be required to move from that  location  without  his  consent.  The Company
agrees to fully fund the operations and overhead of Employee's  Principal office
for the  duration  of this  Agreement  in amounts  sufficient  to fully  support
Employee's duties as set forth herein.

         Nothing in this Agreement  shall affect in any way the Company's  right
to manage its business, and the Company retains its full management prerogatives
and  discretion to manage and direct its business  affairs,  including,  without
limitation,  the  adoption,  amendment or  modification  of advisory,  research,
development,  production or marketing decisions as it sees fit,  notwithstanding
any interest in or  expectation  which  Employee may have regarding a particular
position, business program or product.

         Section 3. Expenses.  Employee shall be entitled to  reimbursement  for
expenses  incurred  by him in  connection  with the  performance  of his  duties
hereunder upon receipt of vouchers  therefor in accordance  with such procedures
as the Company has heretofore or may hereafter establish. In addition,  Employee
shall be reimbursed for moving expenses of personal and professional  belongings
from Albuquerque, New Mexico, to Sacramento, California.

         Section 4.  Employee  Leave During  Employment.  (a) Employee  shall be
entitled  to such  reasonable  vacations  as may be  allowed  by the  Company in
accordance with general  practices to be established,  but in any event not less
than four (4) weeks during each twelve (12) month period.

                  (b) In addition,  Employee shall also be entitled to a minimum
of at least  three (3)  weeks of paid  educational  leave  per  year,  to attend
approved   professional  medical  society  meetings  as  necessary  to  maintain
professional  credentials and qualifications  for medical licensure.  This leave
will be taken,  whenever possible,  at times as may be approved by the President
of the Company.

         Section 5. Additional Benefits.  If otherwise eligible,  Employee shall
not be excluded,  without his prior written consent,  from  participation in all
group  insurance  programs or other fringe  benefit  plans which the Company may
hereafter in its sole and absolute  discretion  make available  generally to its
employees,  but the Company  shall not be required to  establish or maintain any
such program or plan.

         Section  6.  Termination  of  Employment.   Notwithstanding  any  other
provision of this Agreement, Employee's employment may be terminated:

                  (a) By the  Company in the event of his wilful  misconduct  in
the performance of his duties hereunder,  or his conviction of a crime involving
moral turpitude.

                  (b) By the Company  upon ninety (90) days'  notice to Employee
if he should be prevented by illness,  accident or other  disability  (mental or
physical) from discharging


                                      -3-





his duties  hereunder for one or more periods totaling six (6) months during any
consecutive twelve (12) month period.

                  (c) By either the Company or Employee for any material  breach
by the other of the terms hereof, but only if such breach continues for ten (10)
days (or such longer period as is  reasonably  required to cure such breach with
diligent and good faith effort) after written notice to the other specifying the
breach relied on for such termination.

                  (d) In the event of  Employee's  death  during the term of his
employment, the Company's obligation to pay further compensation hereunder shall
cease forthwith,  except that Employee's legal  representative shall be entitled
to  receive  his fixed  compensation  for the period up to the last day of third
month after the month in which such death shall have occurred.

                  (e) By the Company without cause, after the second anniversary
hereof,  upon not less than thirty (30) days' written  notice in which event the
Company shall pay to Employee an amount equal to eighteen months salary based on
then  applicable  Base Salary and all  non-salary  benefits shall continue for a
period of eighteen (18) months at Company expense.

         Section 7. Disclosure and Assignment of Intellectual Property. Employee
shall promptly disclose to the Company and any successor or assign, and grant to
the Company,  and its successors and assigns (without any separate  remuneration
or compensation  other than that received by him from time to time in the course
of his employment) his entire right, title and interest  throughout the world in
and to all research, information, inventions, designs, procedures, developments,
discoveries,  improvements,  patents and applications  therefor,  trademarks and
applications  therefor,  copyrights and  applications  therefor,  trade secrets,
drawings, plans, systems, methods, specifications,  and all other manufacturing,
engineering,  technical,  research  and  development  data  and  know-how  made,
conceived, developed and/or acquired by him solely or jointly with others during
the period of his  employment  with the  Company or within one year  thereafter,
which  relate to the  manufacture,  production  or  processing  of any  products
developed or sold by the Company  during the term of this Agreement or which are
within the scope of or usable in connection  with the  Company's  business as it
may,  from time to time,  hereafter  be  conducted  or proposed to be  conducted
(herein sometimes  "Intellectual  Property").  (It is understood and agreed that
Employee  has  heretofore  disclosed  to the  Company,  and  assigned to it, all
Intellectual  Property  now known to him over which he has any  control  and the
disclosure  of which will not subject the  Employee to  liability  for breach of
contract,  breach of a  confidentiality  agreement  or  violation  of any law or
resolution.)  Employee  agrees to execute all  appropriate  patent  applications
securing all United States and foreign patents on all Intellectual Property, and
to do,  execute  and  deliver  any and all  acts  and  instruments  that  may be
necessary  or proper to vest all  Intellectual  Property  in the  Company or its
nominee or designee  and to enable the Company,  or its nominee or designee,  to
obtain all such patents;  and Employee  agrees to render to the Company,  or its
nominee or designee, all such assistance as it may require in the prosecution of
all such patent  applications and applications for the re-issue of such patents,
and in the  prosecution  or defense of all  interferences  which may be declared
involving  any of said patent  applications  or patents,  but the expense of all
such assignments and patent  applications,  or all other proceedings referred to
herein above, shall be borne by the Company.  Employee shall be entitled to fair
and reasonable  compensation for any such assistance requested by the Company or
its  nominee or  designee  and  furnished  by him


                                      -4-




after the  termination  of his  employment.  Employee  shall  make and  maintain
adequate and current written records of all Intellectual  Property, and Employee
shall disclose all Intellectual  Property promptly,  fully and in writing to the
Company immediately upon development of the same and at any time upon request.

         Section  8.  Confidentiality.  Employee  shall not,  either  during the
period of his employment  with the Company or thereafter,  reveal or disclose to
any person outside the Company or use for his own benefit, without the Company's
specific written  authorization,  whether by private  communication or by public
address  or  publication  or  otherwise,   any  Confidential   Information,   as
hereinafter defined. The term "Confidential Information" as used throughout this
Agreement shall mean all trade secrets,  proprietary  information and other data
or information (and any tangible  evidence,  record or representation  thereof),
whether  prepared,  conceived  or  developed  by an  employee  of the Company or
received by the Company from an outside  source,  which is in the  possession of
the Company  (whether  or not the  property  of the  Company),  which in any way
relates to the present or future business of the Company, which is maintained in
confidence by the Company, or which might permit the Company or its customers to
obtain a competitive  advantage over  competitors who do not have access to such
trade  secrets,  proprietary  information,  or other  data or  information.  All
originals  and copies of any of the  foregoing,  relating to the business of the
Company,  however  and  whenever  produced,  shall be the sole  property  of the
Company,  not to be removed from the premises or custody of the Company  without
in each  instance  first  obtaining  written  consent  or  authorization  of the
Company.  Upon the termination of Employee's employment in any manner or for any
reason,  Employee shall  promptly  surrender to the Company all copies of any of
the foregoing,  together with any other documents,  materials, data, information
and  equipment  belonging  to or relating to the  Company's  business and in his
possession,  custody or control,  and Employee  shall not  thereafter  retain or
deliver to any other  person,  any of the foregoing or any summary or memorandum
thereof.

         Section 9. Restriction.  The Company has invested and may in the future
be required to invest  substantial  sums of money,  directly or  indirectly,  to
continue and expand the business  heretofore  conducted by it and in  connection
therewith,  and as Employee  recognizes that the Company would be  substantially
injured by  Employee  disclosing  to others,  or by  Employee  using for his own
benefit,  any  Intellectual  Property or any of the other  types of  information
referred  to in Section 8 or  Confidential  Information,  Employee  agrees  that
during the period of his  employment  hereunder  and for a period ending two (2)
years after the term of this Agreement:

                  (a) Neither he nor any member of his immediate  family will be
interested,  directly or  indirectly,  as an  investor in any other  business or
enterprise  similar to that of the  Company or in  competition  with the Company
(except as an investor in securities listed on a national securities exchange or
actively traded over the counter so long as such  investments are in amounts not
significant  as compared to his total  investments  or to the  aggregate  of the
outstanding securities of the issuer of the same class or issue); and

                  (b) He will not,  directly or indirectly,  for his own account
or as employee,  officer, director, partner, joint venturer or otherwise, engage
anywhere  in  the  world,   in  any  phase  of  the   business  of   developing,
manufacturing,  distributing  or selling  lasers for medical or cosmetic  use or


                                      -5-





otherwise compete with the Company in such geographic area in any other business
in which the Company is engaged and for which he has responsibility.

                  (c) During  Employee's  employment  with the Company and for a
period of three years  after the  termination  thereof for any reason,  Employee
shall not solicit,  induce, attempt to hire, or hire any employee of the Company
(or any other person who may have been  employed by the Company  during the term
of his  employment  with the  Company),  or assist  in such  hiring by any other
person or business entity or encourage any such employee to terminate his or her
employment with the Company.

         Employee  and the Company are of the belief that the period of time and
the area herein specified are reasonable,  in view of the nature of the business
in which the Company is engaged and proposes to engage, the state of its product
development and Employee's  knowledge of this business.  However, if such period
or such area should be adjudged  unreasonable in any judicial  proceeding,  then
the period of time shall be reduced by such  number of months or such area shall
be reduced by  elimination  of such portion of such area, or both, as are deemed
unreasonable, so that this covenant may be enforced in such area and during such
period of time as is adjudged to be reasonable.

         Section 10.  Notices.  All notices and other  communications  hereunder
shall be in writing  and shall be deemed to have been given  when  delivered  or
three (3) days after mailing if mailed by  first-class,  registered or certified
mail, postage prepaid, addressed (a) if to Employee, at 8406 Ruggles Court, Four
Oaks,        California        95628,        with        a        copy        to
___________________________________________________,   Attn:___________________,
Esq., or to such other person(s) or address(es) as Employee shall have furnished
to the Company in writing;  and (b) if to the Company,  at 66 Cherry Hill Drive,
Beverly,  Massachusetts  01915,  with a copy to  Foley,  Hoag & Eliot,  One Post
Office Square, Boston,  Massachusetts 02109, Attn: David A. Broadwin, Esq. or to
such other  person(s)  or  address(es)  as the Company  shall have  furnished to
Employee in writing.

         Section  11.  Assignability.  In the event  that the  Company  shall be
merged with, or consolidated into, any other  corporation,  or in the event that
it  shall  sell  and  transfer  substantially  all  of  its  assets  to  another
corporation (a  "Transaction"),  the terms of this Agreement  shall inure to the
benefit of the Employee and the corporation resulting from such Transaction (the
"Resulting  Corporation"),  and be assumed by, the Resulting  Corporation.  This
Agreement shall not be assignable by Employee, but it shall be binding upon, and
to the extent  provided  in Section 6, shall inure to the benefit of, his heirs,
executors, administrators and legal representatives.

         Section  12.  Entire  Agreement.  This  Agreement  contains  the entire
agreement  between the Company and Employee  with respect to the subject  matter
hereof and there have been no oral or other agreements of any kind whatsoever as
a  condition  precedent  or  inducement  to the  signing  of this  Agreement  or
otherwise concerning this Agreement or the subject matter hereof.

         Section 13. Expenses. Each party shall pay its own expenses incident to
the  performance  or  enforcement  of this  Agreement,  including  all  fees and
expenses of its counsel for all activities of such counsel  undertaken  pursuant
to this Agreement, except as otherwise herein specifically provided.


                                      -6-





         Section 14. Equitable Relief.  Employee  recognizes and agrees that the
Company's  remedy at law for any breach of the  provisions of Sections 7, 8 or 9
hereof would be  inadequate,  and he agrees that for breach of such  provisions,
the Company shall,  in addition to such other remedies as may be available to it
at law or in equity or as provided in this Agreement,  be entitled to injunctive
relief and to enforce its rights by an action for  specific  performance  to the
extent permitted by law.

         Section 15. Waivers and Further Agreements.  Any waiver of any terms or
conditions of this  Agreement  shall not operate as a waiver of any other breach
of such  terms or  conditions  or any  other  term or  condition,  nor shall any
failure to enforce any provision hereof operate as a waiver of such provision or
of any other provision hereof;  provided,  however, that no such written waiver,
unless it, by its own  terms,  explicitly  provides  to the  contrary,  shall be
construed to effect a  continuing  waiver of the  provision  being waived and no
such waiver in any instance  shall  constitute a waiver in any other instance or
for any other  purpose or impair the right of the party against whom such waiver
is claimed in all other  instances  or for all other  purposes  to require  full
compliance with such provision. Each of the parties hereto agrees to execute all
such further  instruments  and documents and to take all such further  action as
the other  party may  reasonably  require in order to  effectuate  the terms and
purposes of this Agreement.

         Section 16.  Amendments.  This Agreement may not be amended,  nor shall
any waiver, change, modification,  consent or discharge be effected except by an
instrument  in  writing  executed  by or on  behalf of the  party  against  whom
enforcement of any waiver, change, modification, consent or discharge is sought.

         Section 17.  Severability.  If any provision of this Agreement shall be
held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable
as applied to any particular case in any  jurisdiction or  jurisdictions,  or in
all  jurisdictions or in all cases,  because of the conflicting of any provision
with any  constitution  or  statute  or rule of  public  policy or for any other
reason,  such circumstance  shall not have the effect of rendering the provision
or provisions in question,  invalid,  inoperative or  unenforceable in any other
jurisdiction  or in any other case or  circumstance  or of  rendering  any other
provision or provisions herein contained  invalid,  inoperative or unenforceable
to the extent that such other provisions are not themselves actually in conflict
with such  constitution,  statute or rule of public  policy,  but this Agreement
shall be reformed  and  construed  in any such  jurisdiction  or case as if such
invalid,  inoperative or unenforceable provision had never been contained herein
and such provision reformed so that it would be valid, operative and enforceable
to the maximum extent permitted in such jurisdiction or in such case.

         Section 18. Counterparts. This Agreement may be executed in two or more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together  shall  constitute  one and the same  instrument,  and in  pleading  or
proving any  provision of this  Agreement,  it shall not be necessary to produce
more than one of such counterparts.


         Section 19. Section Headings.  The headings contained in this Agreement
are for  reference  purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.

         Section 20.  General Provisions.


                                      -7-





                  (a)  Employee  further  agrees  that  his  obligations   under
Sections 7, 8 and 9 of this Agreement shall be binding upon him  irrespective of
the duration of his employment by the Company,  the reasons for any cessation of
his employment by the Company,  or the amount of his compensation and subject to
the time limits set forth in Sections 7, 8 and 9, shall survive the  termination
of this Agreement (whether such termination is by the Company, by Employee, upon
expiration of this Agreement or otherwise).

                  (b) Employee represents and warrants to the Company that he is
not now under any  obligations to any person,  firm or  corporation,  and has no
other  interest which is  inconsistent  or in conflict with this  Agreement,  or
which would prevent,  limit or impair, in any way, the performance by him of any
of the covenants or his duties in his said employment.

         Section 21.  Gender.  Whenever used herein,  the singular  number shall
include the plural,  the plural shall include the  singular,  and the use of any
gender shall include all genders.

         Section 22.  Governing  Law.  This  Agreement  shall be governed by and
construed and enforced in accordance  with the law (other than the law governing
conflict of law questions) of the Commonwealth of Massachusetts.

         IN WITNESS WHEREOF,  the parties have executed or caused to be executed
this Agreement as of the date first above written.




                                      PALOMAR MEDICAL TECHNOLOGIES, INC.


                                      By:      /s/ Steven Georgiev
                                         -------------------------
                                      Name:        Steven Georgiev
                                         -------------------------
                                      Title:   Chairman & CEO
                                         -------------------------



         BY PLACING MY SIGNATURE  HEREUNDER,  I ACKNOWLEDGE THAT I HAVE READ ALL
THE PROVISIONS OF THIS AGREEMENT AND THAT I AGREE TO ALL OF ITS TERMS.




                                      EMPLOYEE:

                                      /s/ Ronald G. Wheeland, M.D.
                                      ---------------------------------------
                                      Ronald G. Wheeland, M.D., F.A.C.P.
                                      
                                      Dated: 5/1/96


                                      -8-