EXHIBIT 10(zz)

THIS  SECURITY  HAS NOT BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933 OR
APPLICABLE  STATE  SECURITIES  LAWS  AND  MAY NOT BE  SOLD,  OFFERED  FOR  SALE,
TRANSFERRED,  PLEDGED OR  OTHERWISE  DISPOSED  OF UNLESS IT HAS BEEN  REGISTERED
UNDER  THOSE  LAWS OR UNLESS  THE  COMPANY  HAS  RECEIVED  AN OPINION OF COUNSEL
SATISFACTORY TO IT THAT AN EXEMPTION FROM REGISTRATION  UNDER EACH OF THOSE LAWS
IS AVAILABLE.


                                               Right to Purchase 323,799 Shares
                                               of Common Stock of Palomar
                                               Medical Technologies, Inc.
                         


                       PALOMAR MEDICAL TECHNOLOGIES, INC.

                          Common Stock Purchase Warrant


                  PALOMAR  MEDICAL  TECHNOLOGIES,  INC., a Delaware  corporation
(the "Company"), hereby certifies that, for value received, Genesee Fund Limited
or  registered  assigns (the  "Holder"),  is entitled,  subject to the terms set
forth below, to purchase from the Company at any time or from time to time after
the date hereof,  and before 5:00 p.m.,  New York City time,  on the  Expiration
Date  (as hereinafter  defined), 323,799 fully paid and nonassessable  shares of
Common Stock,  $.01 par value per share,  of the Company at a purchase price per
share equal to the Purchase Price (as hereinafter  defined).  The number of such
shares of Common  Stock and the  Purchase  Price are  subject to  adjustment  as
provided in this Warrant.

                  As  used  herein  the  following  terms,  unless  the  context
otherwise requires, have the following respective meanings:

                  (a) The term "Business Day" as used herein shall mean a day on
         which the New York Stock Exchange is open for business.

                  (b) The term  "Common  Stock"  includes the  Company's  Common
         Stock, $.01 par value per share, as authorized on the date hereof,  and
         any other  securities  into which or for which the Common  Stock may be
         converted  or  exchanged  pursuant  to  a  plan  of   recapitalization,
         reorganization, merger, sale of assets or otherwise.

                  (c)  The  term  "Company"   shall  include   Palomar   Medical
         Technologies,  Inc. and any corporation that shall succeed to or assume
         the obligation of Palomar Medical


                                      -1-




Technologies, Inc. hereunder.

                  (d) The term "Expiration Date" refers to September 27, 2001.

                  (e) The term  "Other  Securities"  refers to any stock  (other
         than  Common  Stock) and other  securities  of the Company or any other
         person (corporate or otherwise) which the Holder of this Warrant at any
         time shall be  entitled  to  receive,  or shall have  received,  on the
         exercise of this Warrant, in lieu of or in addition to Common Stock, or
         which at any time  shall be  issuable  or shall  have  been  issued  in
         exchange  for or in  replacement  of Common  Stock or Other  Securities
         pursuant to Section 4.

                  (f) The term  "Purchase  Price" shall mean [THE GREATER OF (I)
         $12.00  OR (II) 130% OF THE  CLOSING  BID PRICE ON THE DAY PRIOR TO THE
         CLOSING], subject to adjustment as provided in this Warrant.

                  1.       EXERCISE OF WARRANT.

                  1.1 EXERCISE.  (a) This Warrant may be exercised by the Holder
hereof in full or in part at any time or from time to time  during the  exercise
period  specified in the first  paragraph  hereof until the  Expiration  Date by
surrender  of this  Warrant  and the  subscription  form  annexed  hereto  (duly
executed) by such Holder, to the Company at its principal office, accompanied by
payment,  in cash or by certified or official bank check payable to the order of
the Company in the amount  obtained by  multiplying  (a) the number of shares of
Common  Stock  designated  by the  Holder  in the  subscription  form by (b) the
Purchase  Price  then in  effect.  On any  partial  exercise  the  Company  will
forthwith  issue and  deliver  to or upon the order of the  Holder  hereof a new
Warrant or Warrants of like tenor,  in the name of the Holder  hereof or as such
Holder  (upon  payment  by such  Holder of any  applicable  transfer  taxes) may
request,  providing  in the  aggregate  on the  face or  faces  thereof  for the
purchase  of the  number of shares of Common  Stock for which  such  Warrant  or
Warrants may still be exercised.

                  (b) Notwithstanding any other provision of this Warrant, in no
event shall Genesee Fund Limited ("Genesee") be entitled at any time to purchase
a number of shares of Common Stock on exercise of this Warrant in excess of that
number of shares  upon  purchase of which the sum of (1) the number of shares of
Common  Stock  beneficially  owned by Genesee  and any person  whose  beneficial
ownership  of  shares  of  Common  Stock  would  be  aggregated  with  Genesee's
beneficial  ownership of shares of Common Stock for

                                      -2-




purposes of Section  13(d) of the  Securities  Exchange Act of 1934,  as amended
(the "Exchange Act"), and Regulation 13D-G thereunder,  (each a "GFL Person" and
collectively,  the "GFL  Persons")  (other  than shares of Common  Stock  deemed
beneficially  owned  through the  ownership of the  unexercised  portion of this
Warrant and shares of Series G Convertible  Preferred Stock,  $.01 par value, of
the Company  beneficially owned by all GFL Persons) and (2) the number of shares
of Common  Stock  issuable  upon  exercise of the portion of this  Warrant  with
respect to which the  determination in this sentence is being made, would result
in beneficial  ownership by any GFL Person of more than 4.9% of the  outstanding
shares of Common  Stock.  For purposes of the  immediately  preceding  sentence,
beneficial ownership shall be determined in accordance with Section 13(d) of the
Exchange Act and Regulation 13D-G  thereunder,  except as otherwise  provided in
clause (1) of the  immediately  preceding  sentence.  For purposes of the second
preceding  sentence,  the Company shall be entitled to rely,  and shall be fully
protected in relying,  on any statement or representation made by Genesee to the
Company in connection  with a particular  exercise of this Warrant,  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.

                  1.2 NET  ISSUANCE.  Notwithstanding  anything to the  contrary
contained  in Section  1.1, in the case of any exercise on or prior to September
__,  1998 the Holder may elect to exercise  this  Warrant in whole or in part by
receiving  shares of Common Stock equal to the net issuance value (as determined
below) of this Warrant,  or any part hereof,  upon  surrender of this Warrant at
the principal  office of the Company  together with notice of such election,  in
which event the  Company  shall issue to the Holder a number of shares of Common
Stock computed using the following formula:

                  X = Y (A-B)
                      ------
                        A

         Where:   X =  the number of shares of Common Stock to be issued to the 
                       Holder

                  Y =  the  number  of  shares  of  Common  Stock as to which 
                       this  Warrant  is to be
                       exercised

                  A =  the current fair market value of one share of Common 
                       Stock calculated as of the last trading day immediately 
                       preceding the exercise of this Warrant



                                      -3-



                  B =  the Purchase Price

                  As used  herein,  current fair market value of Common Stock as
of a specified  date shall mean with  respect to each share of Common  Stock the
average  of  the  closing  bid  prices  of the  Common  Stock  on the  principal
securities  market on which the  Common  Stock may at the time be traded  over a
period of five Business Days  consisting of the day as of which the current fair
market value of a share of Common Stock is being  determined  (or if such day is
not a Business  Day,  the  Business  Day next  preceding  such day) and the four
consecutive  Business  Days prior to such day. If on the date for which  current
fair market  value is to be  determined  the Common  Stock is not  eligible  for
trading on any securities  market, the current fair market value of Common Stock
shall be the highest  price per share which the Company could then obtain from a
willing  buyer (not a current  employee or director)  for shares of Common Stock
sold by the Company,  from authorized but unissued shares, as determined in good
faith by the Board of Directors  of the  Company,  unless prior to such date the
Company  has become  subject  to a merger,  acquisition  or other  consolidation
pursuant  to which the  Company is not the  surviving  party,  in which case the
current  fair market  value of the Common  Stock shall be deemed to be the value
received by the holders of the  Company's  Common  Stock for each share  thereof
pursuant to the Company's acquisition.

                  2. DELIVERY OF STOCK CERTIFICATES,  ETC., ON EXERCISE. As soon
as practicable after the exercise of this Warrant, and in any event within three
business days thereafter,  the Company at its expense  (including the payment by
it of any  applicable  issue or stamp taxes) will cause to be issued in the name
of and delivered to the Holder  hereof,  or as such Holder (upon payment by such
Holder  of  any  applicable   transfer  taxes)  may  direct,  a  certificate  or
certificates  for the  number of fully paid and  nonassessable  shares of Common
Stock (or Other  Securities)  to which such  Holder  shall be  entitled  on such
exercise,  in such  denominations  as may be requested by such Holder,  plus, in
lieu of any fractional  share to which such Holder would  otherwise be entitled,
cash equal to such fraction multiplied by the then current fair market value (as
determined in accordance with  subsection 1.2) of one full share,  together with
any  other  stock  or other  securities  any  property  (including  cash,  where
applicable)  to which such Holder is  entitled  upon such  exercise  pursuant to
Section 1 or otherwise.

                  3.  ADJUSTMENT FOR DIVIDENDS IN OTHER STOCK,  PROPERTY,  ETC.;
RECLASSIFICATION, ETC. In case at any time or from time to time, all the holders
of Common Stock (or Other Securities)  shall have received,  or (on or after the
record date fixed for the  determination  of  stockholders  eligible to receive)
shall have

                                      -4-



become entitled to receive, without payment therefor,

                  (a) other or additional  stock or other securities or property
         (other than cash) by way of dividend, or

                  (b) any cash (excluding  cash dividends  payable solely out of
         earnings or earned surplus of the Company), or

                  (c) other or additional  stock or other securities or property
         (including  cash)  by  way  of  spin-off,  split-up,  reclassification,
         recapitalization,   combination   of   shares  or   similar   corporate
         rearrangement,

other than additional shares of Common Stock (or Other  Securities)  issued as a
stock dividend or in a stock-split (adjustments in respect of which are provided
for in Section 5), then and in each such case the Holder of this Warrant, on the
exercise  hereof as  provided  in Section 1, shall be  entitled  to receive  the
amount of stock and other  securities and property  (including cash in the cases
referred  to in  subdivisions  (b) and (c) of this  Section 3) which such Holder
would  hold on the date of such  exercise  if on the date  hereof the Holder had
been the holder of record of the number of shares of Common  Stock called for on
the face of this  Warrant  and had  thereafter,  during the period from the date
hereof to and including the date of such exercise,  retained such shares and all
such other or additional stock and other securities and property (including cash
in the  case  referred  to in  subdivisions  (b)  and  (c) of  this  Section  3)
receivable by the Holder as aforesaid  during such period,  giving effect to all
adjustments called for during such period by Section 4.

                  4. EXERCISE UPON REORGANIZATION,  CONSOLIDATION,  MERGER, ETC.
In case at any  time or from  time to  time,  the  Company  shall  (a)  effect a
reorganization,  (b)  consolidate  with or merge into any other  person,  or (c)
transfer  all or  substantially  all of its  properties  or  assets to any other
person  under  any plan or  arrangement  contemplating  the  dissolution  of the
Company,  then,  in each  such  case,  as a  condition  of such  reorganization,
consolidation,  merger,  sale or conveyance,  the Company shall give at least 30
days notice to the Holder of such pending  transaction  whereby the Holder shall
have the  right  to  exercise  this  Warrant  prior to any such  reorganization,
consolidation, merger, sale or conveyance. Any exercise of this Warrant pursuant
to notice under this  paragraph  shall be  conditioned  upon the closing of such
reorganization,  consolidation,  merger, sale or conveyance which is the subject
of the  notice  and the  exercise  of this  Warrant  shall

                                      -5-




not be deemed to have occurred  until  immediately  prior to the closing of such
transaction.

                  5. ADJUSTMENT FOR EXTRAORDINARY  EVENTS. In the event that the
Company shall (i) issue  additional  shares of the Common Stock as a dividend or
other distribution on outstanding Common Stock, (ii) subdivide or reclassify its
outstanding  shares of Common Stock, or (iii) combine its outstanding  shares of
Common Stock into a smaller number of shares of Common Stock, then, in each such
event,  the Purchase  Price  shall,  simultaneously  with the  happening of such
event,  be adjusted by multiplying  the then Purchase  Price by a fraction,  the
numerator  of which  shall be the number of shares of Common  Stock  outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common  Stock  outstanding  immediately  after such event,  and the
product so obtained shall  thereafter be the Purchase Price then in effect.  The
Purchase Price, as so adjusted,  shall be readjusted in the same manner upon the
happening of any successive  event or events described herein in this Section 5.
The Holder of this Warrant shall thereafter,  on the exercise hereof as provided
in  Section 1, 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 as of immediately prior to such issuance by a fraction
of which (i) the numerator is the Purchase Price in effect  immediately prior to
such issuance and (ii) the  denominator  is the Purchase  Price in effect on the
date of such exercise.

                  6. FURTHER  ASSURANCES.  The Company will take all action that
may be  necessary  or  appropriate  in order that the  Company  may  validly and
legally issue fully paid and nonassessable shares of stock, free from all taxes,
liens and charges with respect to the issue  thereof,  on the exercise of all or
any portion of this Warrant from time to time outstanding.

                  7.       NOTICES OF RECORD DATE, ETC.  In the event of

                  (a) any taking by the  Company  of a record of the  holders of
         any class of  securities  for the  purpose of  determining  the holders
         thereof who are  entitled to receive any  dividend  on, or any right to
         subscribe for, purchase or otherwise acquire any shares of stock of any
         class or any other  securities  or  property,  or to receive  any other
         right, or

                  (b)  any   capital   reorganization   of  the   Company,   any
         reclassification  or  recapitalization  of  the  capital  stock  of the
         Company or any  transfer of all or  substantially  all of the assets of
         the Company to or  consolidation  or merger of the 

                                      -6-




Company with or into any other person, or

                  (c) any voluntary or involuntary  dissolution,  liquidation or
         winding-up of the Company,

then and in each such event the  Company  will mail or cause to be mailed to the
Holder, at least ten days prior to such record date, a notice specifying (i) the
date on which any such record is to be taken for the  purpose of such  dividend,
distribution  or right,  and stating the amount and character of such  dividend,
distribution  or  right,  (ii)  the  date  on  which  any  such  reorganization,
reclassification,    recapitalization,    transfer,    consolidation,    merger,
dissolution, liquidation or winding-up is to take place, and the time, if any is
to be fixed,  as of which  the  holders  of  record  of  Common  Stock (or Other
Securities) shall be entitled to exchange their shares of Common Stock (or Other
Securities) for securities or other property deliverable on such reorganization,
reclassification,    recapitalization,    transfer,    consolidation,    merger,
dissolution,  liquidation or  winding-up,  and (iii) the amount and character of
any stock or other  securities,  or  rights or  options  with  respect  thereto,
proposed to be issued or granted,  the date of such proposed  issue or grant and
the  persons or class of persons to whom such  proposed  issue or grant is to be
offered or made. Such notice shall also state that the action in question or the
record date is subject to the  effectiveness  of a registration  statement under
the Securities Act of 1933, as amended (the  "Securities  Act"),  or a favorable
vote of stockholders if either is required. Such notice shall be mailed at least
ten days prior to the date  specified in such notice on which any such action is
to be taken or the record date, whichever is earlier.

                  8.  RESERVATION  OF  STOCK,  ETC.,  ISSUABLE  ON  EXERCISE  OF
WARRANTS.  The Company will at all times reserve and keep available,  solely for
issuance  and  delivery on the  exercise of this  Warrant,  all shares of Common
Stock (or Other  Securities)  from time to time issuable on the exercise of this
Warrant.

                  9.  TRANSFER  OF  WARRANT.  This  Warrant  shall  inure to the
benefit of the  successors  to and assigns of the Holder.  This  Warrant and all
rights hereunder, in whole or in part, is registrable at the office or agency of
the  Company  referred  to below by the  Holder  hereof in person or by his duly
authorized attorney, upon surrender of this Warrant properly endorsed.

                  10. REGISTER OF WARRANTS.  The Company shall maintain,  at the
principal  office of the Company (or such other  office as it may  designate  by
notice to the Holder  hereof),  a register in which the Company shall record the
name and address of the person in


                                      -7-




whose name this Warrant has been issued, as well as the name and address of each
successor  and prior owner of such  Warrant.  The  Company  shall be entitled to
treat the person in whose name this  Warrant  is so  registered  as the sole and
absolute owner of this Warrant for all purposes.

                  11. EXCHANGE OF WARRANT.  This Warrant is  exchangeable,  upon
the surrender hereof by the Holder hereof at the office or agency of the Company
referred  to in  Section  10,  for  one or  more  new  Warrants  of  like  tenor
representing in the aggregate the right to subscribe for and purchase the number
of shares of Common Stock which may be subscribed for purchase  hereunder,  each
of such new Warrants to represent  the right to subscribe  for and purchase such
number of shares as shall be  designated  by said  Holder  hereof at the time of
such surrender.

                  12. REPLACEMENT OF WARRANT.  On receipt of evidence reasonably
satisfactory  to the Company of the loss,  theft,  destruction  or mutilation of
this Warrant  and, in the case of any such loss,  theft or  destruction  of this
Warrant,   on  delivery  of  an  indemnity   agreement  or  security  reasonably
satisfactory  in form and  amount  to the  Company  or,  in the case of any such
mutilation,  on surrender and  cancellation of this Warrant,  the Company at its
expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.

                  13. WARRANT  AGENT.  The Company may, by written notice to the
Holder,  appoint an agent having an office in the United States of America,  for
the purpose of issuing  Common  Stock (or Other  Securities)  on the exercise of
this Warrant  pursuant to Section 1, exchanging this Warrant pursuant to Section
11, and replacing this Warrant  pursuant to Section 12, or any of the foregoing,
and thereafter any such issuance,  exchange or replacement,  as the case may be,
shall be made at such office by such agent.

                  14. REMEDIES.  The Company stipulates that the remedies at law
of the Holder of this Warrant in the event of any default or threatened  default
by the Company in the performance of or compliance with any of the terms of this
Warrant  are  not  and  will  not  be  adequate,  and  that  such  terms  may be
specifically  enforced by a decree for the specific performance of any agreement
contained  herein or by an  injunction  against a violation  of any of the terms
hereof or otherwise.

                  15. NO RIGHTS OR LIABILITIES  AS A  STOCKHOLDER.  This Warrant
shall not entitle the Holder  hereof to any voting  rights or other  rights as a
stockholder  of the Company.  No provision  of this 

                                      -8-




Warrant,  in the absence of affirmative  action by the Holder hereof to purchase
Common Stock, and no mere enumeration  herein of the rights or privileges of the
Holder hereof,  shall give rise to any liability of such Holder for the Purchase
Price or as a stockholder of the Company,  whether such liability is asserted by
the Company or by creditors of the Company.

                  16. NOTICES,  ETC. All notices and other  communications  from
the Company to the  registered  Holder of this Warrant  shall be mailed by first
class  certified  mail,  postage  prepaid,  at such  address  as may  have  been
furnished  to the Company in writing by such Holder or at the address  shown for
such Holder on the register of Warrants referred to in Section 10.

                  17. TRANSFER RESTRICTIONS.  By acceptance of this Warrant, the
Holder  represents  to the Company that this  Warrant is being  acquired for the
Holder's own account and for the purpose of  investment  and not with a view to,
or for sale in connection with, the distribution  thereof,  nor with any present
intention of  distributing  or selling the Warrant or the Common Stock  issuable
upon  exercise  of the  Warrant.  The Holder  acknowledges  and agrees that this
Warrant and, except as otherwise  provided in the Registration  Rights Agreement
by and  between  the  Company  and the  original  Holder  of this  Warrant  (the
"Registration  Rights  Agreement"),  the Common Stock  issuable upon exercise of
this  Warrant  (if any)  have not been  (and at the time of  acquisition  by the
Holder,  will not have been or will not be), registered under the Securities Act
or under the securities  laws of any state,  in reliance upon certain  exemptive
provisions of such statutes. The Holder further recognizes and acknowledges that
because  this  Warrant  and,  except  as  provided  in the  Registration  Rights
Agreement,  the Common Stock issuable upon exercise of this Warrant (if any) are
unregistered, they may not be eligible for resale, and may only be resold in the
future pursuant to an effective  registration statement under the Securities Act
and any applicable  state securities laws, or pursuant to a valid exemption from
such registration requirements.  Unless the shares of Common Stock issuable upon
exercise of this Warrant have  theretofore  been registered for resale under the
Securities  Act,  the Company may  require,  as a condition  to the  issuance of
Common Stock upon the exercise of this Warrant (i) in the case of an exercise in
accordance with Section 1.1 hereof, a confirmation as of the date of exercise of
the Holder's representations pursuant to this Section 17, or (ii) in the case of
an  exercise  in  accordance  with  Section  1.2  hereof,  an opinion of counsel
reasonably  satisfactory  to the Company  that the shares of Common  Stock to be
issued  upon  such  exercise  may  be  issued  without  registration  under  the
Securities Act.

                                      -9-




                  18. Legend. Unless theretofore registered for resale under the
Securities Act, each certificate for shares issued upon exercise of this Warrant
shall bear the following legend:

                  The securities  represented by this  certificate have not been
                  registered  under the Securities Act of 1933, as amended.  The
                  securities  have been acquired for  investment  and may not be
                  sold,  transferred  or assigned in the absence of an effective
                  registration statement for the securities under the Securities
                  Act of  1933,  as  amended,  or an  opinion  of  counsel  that
                  registration is not required under said Act.

                  19.  Miscellaneous.  This  Warrant and any terms hereof may be
changed,  waived,  discharged  or  terminated  only by an  instrument in writing
signed by the party against which enforcement of such change, waiver,  discharge
or  termination  is sought.  This  Warrant  shall be  construed  and enforced in
accordance with and governed by the internal laws of the State of Delaware.  The
headings in this Warrant are for purposes of reference only, and shall not limit
or otherwise affect any of the terms hereof. The invalidity or  unenforceability
of any provision hereof shall in no way affect the validity or enforceability of
any other provision.

                                      -10-






                  IN WITNESS  WHEREOF,  Palomar Medical  Technologies,  Inc. has
caused  this  Warrant  to be  executed  on its  behalf  by  one of its  officers
thereunto duly authorized.



Dated: September 27, 1996              PALOMAR MEDICAL TECHNOLOGIES, INC.



                                       By: /s/ Steve Georgiev
                                           --------------------------
                                       Title: CEO
                                              -----------------------




                                      -1-









                              FORM OF SUBSCRIPTION

                   (To be signed only on exercise of Warrant)

TO PALOMAR MEDICAL TECHNOLOGIES, INC.

         1. The undersigned  Holder of the attached  original,  executed Warrant
hereby elects to exercise its purchase  right under such Warrant with respect to
______________  shares of Common  Stock,  as defined in the Warrant,  of Palomar
Medical Technologies, Inc. (the "Company").

         2.       The undersigned Holder (check one):

           o  (a) elects  to  pay  the  aggregate purchase price for such shares
                  of Common Stock (the "Exercise Shares") (i) by lawful money of
                  the United  States or the enclosed  certified or official bank
                  check  payable  in United  States  dollars to the order of the
                  Company  in the  amount  of  $___________,  or  (ii)  by  wire
                  transfer of United  States funds to the account of the Company
                  in the amount of  $____________,  which transfer has been made
                  before or  simultaneously  with the  delivery  of this Form of
                  Subscription pursuant to the instructions of the Company;

         or

          o (b)   elects  to  receive   shares  of Common  Stock  having a value
                  equal to the value of the  Warrant  calculated  in  accordance
                  with Section 1.2 of the Warrant.

         3. Please issue a stock  certificate or certificates  representing  the
appropriate  number of shares of Common Stock in the name of the  undersigned or
in such other names as is specified below:

         4. If this form is being submitted by Genesee Fund Limited ("GFL"), GFL
hereby represents to the Company that the exercise of the Warrant elected hereby
does not violate Section 1.1(b) of the Warrant.



         Name:    _____________________________________

         Address: _____________________________________



                                      -2-











                      -----------------------------------

















                                      -3-








Dated:____________ ___, ____                       ____________________________
                                                   (Signature  must  conform  
                                                    to  name  of  Holder  as
                                                    specified on the face on
                                                    the Warrant)

                                                   ----------------------------

                                                   ----------------------------
                                                           (Address)








                                      -4-