EXHIBIT 10(vv)





NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK  ISSUABLE  UPON  EXERCISE OF
THIS WARRANT HAVE BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AND NEITHER
THIS WARRANT NOR SUCH SHARES MAY BE SOLD,  ENCUMBERED  OR OTHERWISE  TRANSFERRED
EXCEPT  PURSUANT TO AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER SUCH ACT OR AN
EXEMPTION  FROM SUCH  REGISTRATION  REQUIREMENT,  AND, IF AN EXEMPTION  SHALL BE
APPLICABLE,  THE HOLDER SHALL HAVE DELIVERED AN OPINION OF COUNSEL ACCEPTABLE TO
THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Void after 5:00 p.m. Eastern Standard Time, on July 12, 2001.

                        WARRANT TO PURCHASE COMMON STOCK

                                       OF

                       PALOMAR MEDICAL TECHNOLOGIES, INC.

FOR VALUE RECEIVED,  PALOMAR MEDICAL TECHNOLOGIES,  INC., a Delaware corporation
(the  "Company"),   hereby  certifies  that  The  Travelers   Insurance  Company
("Travelers")  or its  permitted  assigns,  is  entitled  to  purchase  from the
Company,  at any time or from time to time  commencing 20 days after the date on
which the Registration Statement required to be filed by the Company pursuant to
Section 8 of the Securities  Purchase  Agreement,  dated as of July 12, 1996, by
and between the Company and The Travelers  Insurance  Company,  is first ordered
effective  by the  Securities  and Exchange  Commission  and prior to 5:00 P.M.,
Eastern  Standard  Time,  on July 12,  2001,  a total of 500,000  fully paid and
nonassessable  shares of the common  stock,  par value  $.01 per  share,  of the
Company for an aggregate purchase price of $16.00 per share.  (Hereinafter,  (i)
said common stock, together with any other equity securities which may be issued
by the Company with respect thereto or in substitution  therefor, is referred to
as the "Common Stock", (ii) the shares of the Common Stock purchasable hereunder
are referred to as the "Warrant  Shares",  (iii) the  aggregate  purchase  price
payable  hereunder  for the  Warrant  Shares is  referred  to as the  "Aggregate
Warrant Price",  (iv) the price payable hereunder for each of the Warrant Shares
is referred to as the  "Exercise  Price",  (v) this  Warrant,  and all  warrants
hereafter issued in exchange or substitution for this Warrant are referred to as
the  "Warrant"  and  (vi) the  holder  of this  Warrant  is  referred  to as the
"Holder".) The Exercise Price is subject to adjustment as hereinafter provided.

         1. Exercise of Warrant. This Warrant may be exercised,  in whole at any
time or in part from time to time,  commencing  20 days  after the date on which
the  Registration  Statement  required  to be filed by the  Company  pursuant to
Section 8 of the Securities  Purchase  Agreement,  dated as of July 12, 1996, by
and between the Company and The Travelers  Insurance  Company,  is first ordered
effective  by the  Securities  and Exchange  Commission  and prior to 5:00 P.M.,
Eastern  Standard  Time,  on July 12, 2001, by the Holder of this Warrant by the
surrender of this  Warrant  (with the  subscription  form at the end hereof duly
executed)  at the address set forth in  Subsection  9(a) hereof,  together  with
proper payment 








of the  Aggregate  Warrant  Price,  or the  proportionate  part  thereof if this
Warrant  is  exercised  in part;  provided,  however,  that The  Travelers  Life
Insurance Company  ("Travelers") shall only be entitled to exercise this Warrant
from time to time to extent that Travelers will,  through such exercise,  obtain
that number of shares of Common Stock (the "Exercisable  Shares") that, together
with  shares  of Common  Stock  directly  or  indirectly  beneficially  owned by
Travelers,  its subsidiaries and affiliated persons including persons serving as
exclusive  full time  advisors of  Travelers  (each a  "Travelers  Person"  and,
collectively,  "Travelers  Persons"),  would not result in direct  and  indirect
beneficial  ownership  by all  Travelers  Persons  that would  exceed 10% of the
outstanding  shares of Common  Stock,  as  calculated  in  accordance  with Rule
16a-1(a)(1).  For  purposes of  calculating  the number of  Exercisable  Shares,
Travelers  shall be  entitled to use the  outstanding  number  contained  in the
Company's most recent  Quarterly  Report on Form 10-QSB or Annual Report on Form
10-KSB in accordance with Rule 13D-1(e).  For purposes of determining the number
of Exercisable  Shares, the Company shall be entitled to rely and shall be fully
protected in relying,  on any statement or  representation  made by Travelers to
the  Company  without  any  obligation  on the part of the  Company  to make any
inquiry  or  investigation  or to  examine  its  records  or the  records of any
transfer  agent for the Common  Stock to confirm such  calculation.  Payment for
Warrant  Shares shall be made by certified or official bank check payable to the
order of the Company. If this Warrant is exercised in part, this Warrant must be
exercised  for a minimum of 50,000  shares of the Common  Stock (or such  lesser
number of shares of Common Stock as shall remain  available  for purchase  under
the terms of the  Warrant),  and the Holder is entitled to receive a new Warrant
covering  the number of Warrant  Shares in respect of which this Warrant has not
been exercised and setting forth the proportionate part of the Aggregate Warrant
Price  applicable to such Warrant  Shares.  Upon such surrender of this Warrant,
the Company  will (a) issue a  certificate  or  certificates  in the name of the
Holder for the largest  number of whole  shares of the Common Stock to which the
Holder  shall be entitled if this  Warrant is exercised in whole and (b) deliver
the proportionate part thereof if this Warrant is exercised in part, pursuant to
the  provisions of the Warrant.  In lieu of any  fractional  share of the Common
Stock  which  would  otherwise  be  issuable  in respect to the  exercise of the
Warrant,  the  Company at its option (a) may pay in cash an amount  equal to the
product of (i) the daily mean average of the Closing  Price of a share of Common
Stock on the ten  consecutive  trading days before the Conversion  Date and (ii)
such fraction of a share or (b) may issue an additional share of Common Stock.

         Upon  exercise of the Warrant,  the Company  shall issue and deliver to
the Holder  certificates for the Common Stock issuable upon such exercise within
ten business days after such exercise and the person  exercising shall be deemed
to be the holder of record of the Common Stock issuable upon such exercise.

                                      -2-






         No warrant granted herein shall be exercisable  after 5:00 p.m. Eastern
Standard Time on the fifth anniversary of the date of issuance.

         2.  Consolidations and Mergers.  In case of any consolidation or merger
of the Company with any other corporation (other than a wholly-owned  subsidiary
of the Company),  or in case of any sale or transfer of all or substantially all
of the assets of the Company,  or in the case of any share exchange  pursuant to
which all of the  outstanding  shares of Common Stock are  converted  into other
securities or property,  the Company shall make  appropriate  provision or cause
appropriate  provision  to be made so that  each  Holder  shall  have the  right
thereafter  to obtain upon exercise of the Warrant the kind and amount of shares
of stock and other securities and property  receivable upon such  consolidation,
merger, sale, transfer, or share exchange by a holder of the number of shares of
Common Stock for which the Warrant may be exercised  prior to the effective date
of such  consolidation,  merger,  sale,  transfer,  or share  exchange.  If,  in
connection  with  any  such  consolidation,  merger,  sale,  transfer,  or share
exchange,  each holder of shares of Common Stock is entitled to elect to receive
either  securities,  cash, or other assets upon completion of such  transaction,
the  Company  shall  provide or cause to be provided to each Holder the right to
elect the  securities,  cash,  or other  assets  for which  the  Warrant  may be
exercised by such Holder subject to the same conditions applicable to holders of
the Common Stock (including,  without limitation,  notice of the right to elect,
limitations  on the period in which such election  shall be made, and the effect
of failing to exercise  the  election).  The  Company  shall not effect any such
transaction unless the provisions of this paragraph have been complied with. The
above  provisions shall similarly apply to successive  consolidations,  mergers,
sales, transfers, or share exchanges.

         3. Adjustments to the Exercise Price.  Notwithstanding anything in this
Section 3 to the  contrary,  no change in the exercise  price shall  actually be
made until the cumulative effect of the adjustments called for by this Section 3
since  the date of the last  change  in the  Exercise  Price  would  change  the
Exercise Price by more than 1%. However, once the cumulative effect would result
in such a change,  then the Exercise  Price shall actually be changed to reflect
all  adjustments  called  for  by  this  Section  3  and  not  previously  made.
Notwithstanding  anything  in this  Section 3, no change in the  Exercise  Price
shall be made that would result in an Exercise  Price of less than the par value
of the Common Stock to be issued upon exercise of this Warrant.

         The "Closing Price" for each day shall be the closing price regular way
on such day as reported on the New York Stock  Exchange  Composite  Tape, or, if
the Common Stock is not listed or admitted to trading on such  Exchange,  on the
principal  national  securities  exchange  on which  Common  Stock is  listed or
admitted  to trading,  or, if not listed or admitted to trading on any  national
securities 

                                      -3-





exchange,  the closing bid price as reported on the Nasdaq  Stock Market (or, if
not so reported,  the closing  price),  or, if not admitted for quotation on the
Nasdaq  Stock  Market,  the average of the high bid and low asked prices on such
day as recorded by the National Association of Securities Dealers,  Inc. through
the National  Association  of Securities  Dealers  Automated  Quotations  System
("NASDAQ"),  or if the National Association of Securities Dealers,  Inc. through
NASDAQ shall not have  reported any bid and asked prices for the Common Stock on
such day,  the average of the bid and asked  prices for such day as furnished by
any New York  Stock  Exchange  member  firm  selected  from  time to time by the
Company for such  purposes,  or, if no such bid and asked prices can be obtained
from any such firm,  the fair market  value of one share of Common Stock on such
day as determined in good faith by the Board of Directors. Such determination by
the Board of Directors shall be conclusive.

         Subject to the provisions of the first paragraph of this Section 3, the
Exercise Price shall be appropriately  adjusted from time to time to account for
stock    splits,    stock    dividends,     combinations,     recapitalizations,
reclassifications and similar events and under certain circumstances as follows:

                  (i) In case the Company  shall issue rights or warrants to all
holders of the Common Stock  entitling such holders to subscribe for or purchase
Common Stock on the record date referred to below at a price per share less than
the average  daily  Closing  Prices of the Common  Stock for the 30  consecutive
business  days  commencing 45 business days before the record date (the "Current
Market  Price"),  then in each  such case the  Exercise  Price in effect on such
record date shall be adjusted in accordance with the formula




EP1 = EP x  O +  N x P
                 -----  
                  M
             ------------
                O + N


where

         EP1     = the adjusted Exercise Price.
         EP      = the current Exercise Price.
         O       = the  number of shares of Common  Stock  outstanding  on the
                   record date.
         N       = the number of  additional  shares of Common  Stock  issuable
                   pursuant to the exercise of such rights or warrants.


                                      -4-







         P       = the offering price per share of the additional shares (which
                   amount shall include  amounts  received by the  Corporation 
                   in respect of the  issuance  and the  exercise  of such
                   rights or warrants).
         M       = the Current  Market  Price per share of Common  Stock on the
                   record date.

Such adjustment shall become effective immediately after the record date for the
determination  of stockholders  entitled to receive such rights or warrants.  If
any or all such  rights or  warrants  are not so  issued or expire or  terminate
before being  exercised,  the Exercise  Price then in effect shall be readjusted
appropriately.

                  (ii) In case the Company  shall,  by  dividend  or  otherwise,
distribute to all holders of its Common Stock  evidences of its  indebtedness or
assets (including securities,  but excluding any warrants or subscription rights
referred to in subparagraph  (i) above and any dividend or distribution  paid in
cash out of the retained  earnings of the  Company),  then in each such case the
Exercise Price then in effect shall be adjusted in accordance with the formula

         EP1 = EP  x      M-F
                         -----
                           M

where

         EP1    = the adjusted Exercise Price.
         EP     = the current Exercise Price.
         M      = the Current  Market  Price per share of Common  Stock on th
                  record date mentioned  below.
         F      = the aggregate amount of such cash dividend and/or the fair
                  market value on the record date of the assets or  securities 
                  to be  distributed  divided  by the  number of shares of 
                  Common Stock  outstanding  on the record  date.  The Board of 
                  Directors  shall  determine  such fair market  value, which 
                  determination shall be conclusive.

Such adjustment shall become effective immediately after the record date for the
determination of stockholders entitled to receive such dividend or distribution.

                  (iii) If at any time an adjustment to the Exercise Price shall
be made in accordance  with  subparagraph  (i) or (ii) above,  the Holder of any
Warrant shall  thereafter,  on the exercise hereof,  be entitled to receive that
number of shares of Common Stock  determined by multiplying the number of shares
of Common Stock which would be issuable on such  exercise  immediately  prior to
such issuance by a fraction of which (i) the numerator is the Exercise  Price in
effect  immediately  prior to such  issuance  and (ii)  the  denominator  is the
Exercise Price in effect on the date of such exercise.

                  (iv) All  calculations  hereunder shall be made to the nearest
cent or to the nearest 1/100 of a share, as the case may be.

                                      -5-




                  (v) If at any time as a result of an adjustment  made pursuant
to  Section 2, the  Holder of any  Warrant  thereafter  exercised  shall  become
entitled to receive  securities,  cash, or assets other than Common  Stock,  the
number or amount of such  securities  or property so  receivable  upon  exercise
shall be  subject  to  adjustment  from time to time in a manner and on terms as
nearly  equivalent as practicable  to the provisions  with respect to the Common
Stock contained in subparagraphs (i) to (iv) above.

                  Except  as  otherwise  provided  above in this  Section  3, no
adjustment in the Exercise  Price shall be made in respect of any conversion for
share distributions or dividends theretofore declared and paid or payable on the
Common Stock.

                  Whenever the Exercise Price is adjusted, the Company will give
notice by mail to the  Holders,  which notice shall be made within 45 days after
the effective  date of such  adjustment  and shall state the  adjustment and the
Exercise Price. Notwithstanding the foregoing notice provisions,  failure by the
Company  to give such  notice or a defect in such  notice  shall not  affect the
binding nature of such corporate action of the Company.

                  Whenever the Company  shall propose to take any of the actions
specified in Section 2 or in subparagraphs (i) or (ii) of the third paragraph of
this Section 3 which would result in any  adjustment in the Exercise Price under
this  Section 3, the Company  shall cause a notice to be mailed at least 30 days
prior to the date on which the  books of the  Company  will  close or on which a
record will be taken for such action, to the Holders.  Such notice shall specify
the action  proposed to be taken by the Company and the date as of which holders
of record of the  Common  Stock  shall  participate  in any such  actions  or be
entitled to exchange their Common Stock for securities or other property, as the
case may be. Failure by the Corporation to mail the notice or any defect in such
notice shall not affect the validity of the transaction.

                  Notwithstanding  any other  provision  of this  Section  3, no
adjustment  in the  Exercise  Price  need be made (a) for sales of Common  Stock
pursuant to a plan for reinvestment of dividends and interest, provided that the
purchase  price in any such sale is at least equal to the fair  market  value of
the Common Stock at the time of such  purchase,  or pursuant to any plan adopted
by the Corporation for the benefit of its employees,  directors, or consultants;
or (b) after the Common Stock becomes  convertible  into cash (no interest shall
accrue on the cash).

         4. Reservation of Warrant Shares. The Company agrees that, prior to the
expiration of this Warrant,  the Company will at all times have  authorized  and
reserved,  and will keep  available,  solely for  issuance or delivery  upon the
exercise of this Warrant,  the number of shares of the Common Stock as from time
to time shall be receivable upon the exercise of this Warrant.

         5. Fully Paid Stock;  Taxes.  The Company agrees that the shares of the
Common  Stock  represented  by each and every  certificate  for  Warrant  Shares
delivered on the exercise of this Warrant  shall,  at the time of such delivery,
be validly issued and outstanding, fully paid and nonassessable, and not subject
to  preemptive  rights,  and the  Company  will take all such  actions as may be
necessary to assure that the par value or stated value, if any, per share of the
Common Stock is at all times equal to or less than the then Exercise Price.  The
Company

                                      -6-





further covenants and agrees that it will pay, when due and payable, any and all
Federal and state stamp,  original issue or similar taxes that may be payable in
respect of the issue of any Warrant Share or certificate therefor.

         6.       Transfer.

         (a)  Securities  Laws.  Neither  this  Warrant nor the  Warrant  Shares
issuable upon the exercise hereof have been registered  under the Securities Act
of 1933, as amended (the  "Securities  Act"), or under any state securities laws
and unless so registered may not be transferred,  sold, pledged, hypothecated or
otherwise  disposed of unless an exemption from such  registration is available.
In the event  Holder  desires to  transfer  this  Warrant or any of the  Warrant
Shares  issued,  the Holder must give the Company prior  written  notice of such
proposed  transfer  including  the name and address of the proposed  transferee.
Such transfer may be made only either (i) upon publication by the Securities and
Exchange Commission (the "Commission") of a ruling,  interpretation,  opinion or
"no action letter" based upon facts presented to said  Commission,  or (ii) upon
receipt by the Company of an opinion of counsel to the Company in either case to
the effect that the proposed  transfer  will not violate the  provisions  of the
Securities  Act, the Securities  Exchange Act of 1934, as amended (the "Exchange
Act"), or the rules and regulations promulgated under either such act, or in the
case of clause (ii) above,  to the effect that the Warrant or Warrant  Shares to
be sold or  transferred  has been  registered  under the Securities Act and that
there is in effect a  registration  statement  in which is included a prospectus
meeting the  requirements  of Subsection 10 (a) of the Securities  Act, which is
being or will be delivered to the  purchaser  or  transferee  at or prior to the
time of delivery of the certificates  evidencing the Warrant or Warrant Stock to
be sold or transferred.

         (b) Conditions to Transfer. Prior to any such proposed transfer, and as
a  condition  thereto,  if such  transfer is not made  pursuant to an  effective
registration  statement  under the Securities Act, the Holder will, if requested
by the Company,  deliver to the Company (i) an investment covenant signed by the
proposed  transferee,  (ii) an agreement by such transferee to the impression of
the  restrictive  investment  legend  set  forth  herein on the  certificate  or
certificates  representing the securities acquired by such transferee,  (iii) an
agreement by such  transferee that the Company may place a "stop transfer order"
with its transfer agent or registrar, and (iv) an agreement by the transferee to
indemnify  the  Company to the same  extent as set forth in the next  succeeding
paragraph.

         (c) Indemnity.  The Holder acknowledges that the Holder understands the
meaning and legal  consequences  of this Section 6, and the Holder hereby agrees
to indemnify and hold harmless the Company, its representatives and each officer
and  director  thereof  from and against any and all loss,  damage or  liability
(including  all  attorneys'  fees and costs incurred in enforcing this indemnity
provision) due to or arising out of (a) the inaccuracy of any  representation or
the breach of any warranty of the Holder  contained  in, or any other breach of,
this  warrant,  (b) any transfer of the Warrant or any of the Warrant  Shares in
violation of the Securities  Act, the Exchange Act or the rules and  regulations
promulgated under either of such acts, (c) any transfer of the Warrant or any of
the  Warrant  Shares  not in  accordance  with this  Warrant  or (d) any 

                                      -7-







untrue  statement or omission to state any material fact in connection  with the
investment  representations  or with  respect  to the facts and  representations
supplied by the Holder to counsel to the Company  upon which its opinion as to a
proposed transfer shall have been based.

         (d) Transfer. Except as restricted hereby, this Warrant and the Warrant
Shares issued may be  transferred  by the Holder in whole or in part at any time
or from time to time.  Upon  surrender  of this Warrant to the Company or at the
office of its stock transfer agent, if any, with assignment  documentation  duly
executed and funds  sufficient to pay any transfer tax, and upon compliance with
the foregoing provisions, the Company shall, without charge, execute and deliver
a new  Warrant  in  the  name  of the  assignee  named  in  such  instrument  of
assignment,  and this  Warrant  shall  promptly  be  canceled.  Any  assignment,
transfer,  pledge,  hypothecation or other disposition of this Warrant attempted
contrary to the provisions of this Warrant, or any levy of execution, attachment
or other process attempted upon the Warrant,  shall be null and void and without
effect.

         (e) Legend and Stop  Transfer  Orders.  Unless the Warrant  Shares have
been  registered  under the  Securities  Act,  upon  exercise of any part of the
Warrant  and the  issuance  of any of the  Warrant  Shares,  the  Company  shall
instruct its transfer  agent to enter stop transfer  orders with respect to such
shares, and all certificates  representing Warrant Shares shall bear on the face
thereof  substantially  the  following  legend,  insofar as is  consistent  with
Delaware law:

                  "The shares of common stock  represented  by this  certificate
                  have not been registered  under the Securities Act of 1933, as
                  amended,  and may not be sold,  offered  for  sale,  assigned,
                  transferred  or  otherwise   disposed  of  unless   registered
                  pursuant  to the  provisions  of  that  Act or an  opinion  of
                  counsel  to  the  Company  is  obtained   stating   that  such
                  disposition is in compliance with an available  exemption from
                  such registration."

         7. Loss, etc. of Warrant.  Upon receipt of evidence satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant, and of an
unsecured  indemnity from the Holder reasonably  satisfactory to the Company, if
lost,  stolen or destroyed,  and upon surrender and cancellation of the Warrant,
if mutilated,  the Company shall execute and deliver to the Holder a new Warrant
of like date, tenor and denomination.

         8. Warrant Holder Not Shareholder. Except as otherwise provided herein,
this  Warrant does not confer upon the Holder any right to vote or to consent to
or receive  notice as a shareholder  of the Company,  as such, in respect of any
matters whatsoever,  or any other rights or liabilities as a shareholder,  prior
to the exercise hereof.

         9.  Communication.  No notice or other communication under this Warrant
shall be  effective  unless the same is in writing and is mailed by  first-class
mail, postage prepaid, addressed to:

                  (a)  the   Company   at  66  Cherry   Hill   Drive,   Beverly,
Massachusetts  01915,  or such other  address as the Company has  designated  in
writing to the Holder,  with a copy to

                                      -8-





David A.  Broadwin,  Foley,  Hoag & Eliot LLP, One Post Office  Square,  Boston,
Massachusetts 02110, or

                  (b) the Holder at 388  Greenwich  Street,  New York,  New York
10013 or such  other  address as the  Holder  has  designated  in writing to the
Company.

         10.  Headings.  The headings of this  Warrant  have been  inserted as a
matter of convenience and shall not affect the construction hereof

         11.  Applicable Law. This Warrant shall be governed by and construed in
accordance  with the law of the State of Delaware  without  giving effect to the
principles of conflicts of law thereof.

         IN WITNESS WHEREOF, PALOMAR MEDICAL TECHNOLOGIES,  INC. has caused this
Warrant to be signed by its  President  and its  corporate  seal to be  hereunto
affixed and attested by its Assistant Secretary this 12th day of July, 1996.

ATTEST:                                 PALOMAR MEDICAL TECHNOLOGIES, INC.



_________________________________   By: /s/ Steven Georgiev
                                        ------------------------
                                         Steven Georgiev
                                         Chief Executive Officer


[Corporate Seal]


                                      -9-







                                  SUBSCRIPTION

         The    undersigned,     ______________________________________________,
pursuant to the provisions of the foregoing Warrant,  hereby agrees to subscribe
for the  purchase  of  ____  shares  of the  Common  Stock  of  PALOMAR  MEDICAL
TECHNOLOGIES,  INC. covered by said Warrant,  and makes payment therefor in full
at the price per share provided by said Warrant.

Dated: _____________________________         Signature: _______________________

                                             Address: _________________________
                                             
                                                      _________________________

                                                      _________________________




                                   ASSIGNMENT

         FOR VALUE RECEIVED  _________________________ hereby sells, assigns and
transfers unto  ___________________________ the foregoing Warrant and all rights
evidenced    thereby,    and   does    irrevocably    constitute   and   appoint
________________________________,  attorney,  to  transfer  said  Warrant on the
books of PALOMAR MEDICAL TECHNOLOGIES, INC.

Dated: _____________________________         Signature: _______________________

                                             Address: _________________________
                                             
                                                      _________________________

                                                      _________________________




                               PARTIAL ASSIGNMENT

FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfers
unto ___________________________ the right to purchase ____ shares of the Common
Stock of PALOMAR  MEDICAL  TECHNOLOGIES,  INC. by the foregoing  Warrant,  and a
proportionate  part of said Warrant and the rights  evidenced  hereby,  and does
irrevocably  constitute  and appoint  __________________________,  attorney,  to
transfer that part of said Warrant on the books of PALOMAR MEDICAL TECHNOLOGIES,
INC.

Dated: _____________________________         Signature: _______________________

                                             Address: _________________________
                                             
                                                      _________________________

                                                      _________________________



                                      -10-