Exhibit 10.2

                                                                        09-05-01
Dear Robert Grant

I am  pleased  to  confirm  ESC  Medical  System's  offer  for you to  join  our
organization  as Senior Vice  President  and  Managing  Director of the Surgical
Business Unit. The specifics of your assignments will be determined by the close
of the  transaction.  In this capacity you will report  directly to Lou Scafuri,
Chief Operating Officer. The compensation and employee benefits program for this
position are outlined as follows:

Base Salary

You will receive a base salary of $ 12,666 per month ($ 152,000 annualized).

Housing Allowance

You will receive $ 18,000 per annum housing  allowance.  This  allowance will be
reviewed at 31,12,02.

Integration Bonus

Upon  achievement of corporate  integration  objectives up to December 31, 2002,
the following bonuses will apply:

1.  $250,000 paid on December 31, 2002
2. 25,000 share  options  granted on December 31, 2002 at a strike price as will
be at the time of the close of the merger  between  CMG and ESC  Medical,  these
performance  options will vest over a two year period,  50% on December 31, 2003
and 50% on December 31, 2004.

Management Bonus Program

As a member of the Executive  Staff you will be eligible to  participate  in the
Company Bonus Plan at a 50% base  participation  rate. The Plan is  specifically
designed to reward  participants  based upon the  attainment  of  Corporate  and
personal performance. The bonuses are paid quarterly.

Stock Option Plan

Upon your joining our  organization  we will recommend to the Board of Directors
that you be considered  for a stock option grant of 60,000 shares of Esc Medical
Systems  stock,  at a price as will be at the date of closing.  The options will
vest over a three-year period at a rate of 33.3% each year.

Stay Bonus

A special bonus payment, in addition to any other compensation provided, will be
paid to you on December 31, 2002.  This payment will be made  providing  you are
still a full time employee  with the company on that date.  The bonus will be in
the amount of 50% of your current salary at the time it is paid.

Executive Education:

Once  per  year  and  of a  significant  duration  (greater  than 2  weeks)  and
curriculum At a prestigious  university/business  school;  timing of such course
will be mutually agreed with senior management.




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Executive Benefits Program

ESC  Medical  Systems  offers an  attractive  employee  benefits  program  which
includes:  company  medical and dental  insurance  coverage,  life and  accident
insurance, disability coverage, a most generous 401k plan with dollar for dollar
matching up to 6% of your annual salary, and flexible spending accounts.

Esc Medical  Systems will provide you with a special  Executive  Benefit Program
that provides for an additional  five (5) days of vacation  during each calendar
year and deferred  compensation options through a Supplementary  Retirement Plan
and Rabbi Trust arrangement that are designed to complement our 401k plan.

If during the next 12 months the  current  Santa Clara  based  activity  for the
Surgical  Business moves to another location outside the San Francisco Bay Area,
Lumenis would make the following options available to you:

Move into another position of equal or greater  responsibility  and compensation
Terminate my employment with 6 months salary, bonus and benefits.

We look forward to your joining our organization. To indicate your acceptance of
this  offer  pleases  sign and  return  one copy of this  letter  to me.  In the
meantime, if you have any questions please do not hesitate to call me.

Best regards,


/s/Yossi Gal
-----------------------------
Yossi Gal
Vice President of Human Resources

/s/Robert Grant
-----------------------------
Robert Grant                                Date


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