Exhibit 10.4

                     EMPLOYMENT AGREEMENT- ISRAEL OHANA


                                                             February  9, 2000


To:  Israel Ohana

                              Employment Offer
                              ----------------

We are pleased to offer you a full time position with E.S.C. Medical
Systems Ltd. as a Vice President R&D. In this position you will report to
the CEO.

Your monthly salary and additional employment conditions are detailed
herewith:

1.      Your starting working date with ESC/Sharplan will be 1 March, 2000.
        Notification of termination of contract (either by you or by the
        Company) will be given, in writing, 3 months in advance.

2.      Your global salary will be $10,000 per month.

3.      A bonus of one monthly salary (Gross) will be paid to you on 1
        March, 2000.

4.      You are entitled to the following social benefits:

        1.  You will be entitled to 22 days of paid annual vacation. (Based on
        a five working days per week);

        2.  Sick leave - according to the Company Sick Leave Policy;

        3.  You will be entitled to join the Managers' Insurance Policy
        (Bituach Minahalim) according to the terms offered by the Company
        to its employees. This includes deductions by both Employer and
        Employee as follows:

        8.33% - To be paid by Employer as Severance Pay.
        Employer will pay for loss of working ability, according to Company
        Policy;
        5.0% - To be paid by Employer as Compensatory payment.
        5.0% - To be paid by Employee as Compensatory payment;

        4.  You will be entitled to join the Education Fund (Keren Hishtalmut)
        according to the terms offered by the Company to its employees:


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        2.5% - employee's payment;
        7.5% - employer's participation;
        The amounts paid by both Employer and Employee that will surpass
        the maximal amount decided upon, from time to time, by the Income
        Tax Authorities will be considered as an additional Income.
        5.   You will be entitled to a Company car, as customary for all
        Company's V.P.'s you will pay, from your gross salary, the amount
        dictated by the Tax authorities.

5.      You will be entitled to join the stock Options plan for senior
        employees. You will get 30,000 options for the year 2000 at an
        exercise price of $5.0625 per unit. Date of exercise will be
        1.2.2001. In addition, you will be entitled to 80,000 additional
        options for the years 2001-2004. (25% each year) at the price of $
        9.75 per unit. Date of exercise: 1.2.01, 1.2.02, 1.2.03, 1.2.04,
        1.2.05 accordingly. Your stock options' plan requires the approval
        of the Board of Directors of the company.

6.      You will be entitled to a yearly bonus of up to 5 monthly salaries
        (Gross), following your personal performance, completion of
        milestones and the Company's performance.

7.      In case Employer - Employee relations are terminated by the
        employer before one of the periods mentioned above, you will be
        able to exercise your options correspondingly to the proportionate
        period of your work with the company during this year.

8.      Any new invention, product, component, procedure, technology, etc.,
        whether they may be registered or not, which are the outcome of
        your work or the work of others in the company are the sole
        property of the company.

9.      You must sign a confidentiality and prevention of competition
        agreement, according to company policy.

10.     The company's policies and procedures as they will be published
        from time to time will be an inseparable part of this employment
        agreement. In the event that a contradiction arises between the new
        procedures and the terms of this offer, the new procedures will be
        the binding version from their date of publication.


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11.     This offer will be considered a personal and confidential
        employment agreement between yourself and the company. Detailed
        explanations regarding your employment will be given to you by our
        Human Resources Department. We believe that our success depends on
        the valuable human resources at ESC Medical Systems Ltd., and that
        using your talents and efforts to participate in the general effort
        is the key to our success.

We are looking forward to having you join ESC Medical Systems Ltd.

Sincerely yours,

Yacha Sutton
CEO

______________________________________________________________________________


I have read this offer carefully. I agree to all the terms and conditions
herein, and to fulfil them as specified.

I am aware that the salary conditions offered herein and in the future as
long as I am employed by the Company, are confidential and I am bound to
keep them so.

March 1, 2000
--------------                             ---------------------------------
     Date                                         Employee's Signature


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ESC Medical Systems Ltd
        Yokneam
        -------

Subject:  Non Disclosure Agreement
          ------------------------

I, the undersigned, hereby declare, confirm and undertake the following:

1.      To guard total and absolute professional secrecy with regard to all
        Company's activities, including and without limitation all
        commercial and technical secrets, existing products and products in
        development, ideas, technologies, production processes including
        customers, suppliers, marketing methods and plans, extent of
        activities, orders' receipt, maintenance, inventions, product
        plans, Company's working procedures and any other information
        related and/or derived directly and/or indirectly from the
        Company's activity, all the above mentioned shall be kept during my
        employment by you and at all times.

2.      I shall not disclose, reveal nor publish, myself and/or through
        other means and parties and/or anonymously the contents of
        documents, reports or information of any kind that shall be known
        to me, directly and/or indirectly, following my employment with
        your Company.

3.      I acknowledge and agree that all commercial and/or professional
        and/or technical information, and any invention, formulas,
        discovery, development or experimental work including working
        methods, the origin of all the above mentioned is the Company,
        derived from my employment with you and/or from other employees'
        work in the Company are the sole and exclusive property of the
        Company.

4.      I agree to keep in complete secrecy the commercial relations of the
        Company and all other issues and activities of the Company
        including Corporations, private people and other companies with
        whom the Company has professional and/or commercial relations.

5.      I agree to abstain from all activities that can damage the
        interests of the Company during my period of employment with the
        Company and at all times after this period is terminated, all this
        in addition and not conflicting with all other directive mentioned
        in this Non Disclosure Agreement.

6.      My above mentioned commitment refers both to my period of
        employment by the Company and at all times after this period is
        terminated.

7.      I hereby agree not to compete with the Company and not to act in
        any manner and/or method that can compete and/or might compete with
        the Company's activities, and for this purpose I commit myself not
        to engage in any of the Company's activity areas, all of them
        and/or part of them for the period of at least 24 months from the
        date of the termination of my employment with the Company.

I am aware, and I agree that the Company has the total right to claim from
me any damages monies following my breech of commitment to you, all of them
or part of them as mentioned above, in addition and without damaging any
other right the Company has, including the right to terminate my employment
with you at any time with no right to severance pay and I agree in advance
and waive any claim against termination of employment without Severance Pay
in the circumstances described above, as my breech of commitment, all
and/or part of them, towards the Company following this Non Disclosure
Agreement is a fundamental breech of my employment contract with the
Company.


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Name of Employee:_______________      Name of witness_____________

Employee's Signature:___________      Witness' Signature:_________

Date: March 1, 2000                   Date:_______________________



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