<PAGE>
                                      179

NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK  ISSUABLE  UPON  EXERCISE OF
THIS WARRANT HAVE BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), AND NEITHER THIS WARRANT NOR SUCH SHARES MAY BE SOLD, ENCUMBERED OR
OTHERWISE  TRANSFERRED  EXCEPT  PURSUANT TO REGULATION S UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED.


               Void after 5:00 p.m. Eastern Standard Time, on February 1 , 1999.



                        WARRANT TO PURCHASE COMMON STOCK

                                       OF

                       PALOMAR MEDICAL TECHNOLOGIES, INC.

FOR VALUE  RECEIVED,  PALOMAR  MEDICAL  TECHNOLOGIES,  INC. (the  "Company"),  a
Delaware  corporation,  hereby  certifies  that , or his permitted  assigns,  is
entitled  to  purchase  from  the  Company,  at any  time or  from  time to time
commencing  February 1 , 1996, and prior to 5:00 P.M., Eastern Standard Time, on
February 1, 1999, a total of fully paid and non assessable  shares of the Common
Stock, par value $.01 per share, of the Company for an aggregate  purchase price
of five dollars ($5) 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 "Per
Share Warrant 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".)

     1. Exercise of Warrant. This Warrant may be exercised, in whole at any time
or in part from time to time,  commencing  February 1 , 1996,  and prior to 5:00
P.M., Eastern Standard Time then current, on February 1 , 1999, 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.  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 1000 shares of the Common  Stock,  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. 

<PAGE>
                                      180


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,  and (b)
deliver the  proportionate  part  thereof if this  Warrant is exercised in part,
pursuant to the Provisions of the Warrant.  Upon exercise of the Warrant,  Buyer
will  certify in  writing  that it is not a U.S.  person and the  Warrant is not
being exercised on behalf of a U.S. person.

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

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

     3. 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  non-assessable,  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 Per  Share
Warrant Price.  The company 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.

     4. 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,  or the
     rules and regulations promulgated under either such act.

          (b) Lockup Agreements.  The Warrant Shares may be sold no earlier than
     180 days after the above Warrant date. In the event of a public offering of
     the Company's securities, the Holder agrees to enter into an agreement with
     the  Underwriter  or   Underwriter's   Representative   for  such  offering
     restricting the sale,  transfer or other disposition of this Warrant or the
     Warrant 


<PAGE>
                                      181


     Shares to the extent that such  agreement is required to be executed by the
     other security holders of the Company generally.

          (c) Conditions to Transfer.  Prior to any such proposed transfer,  and
     as condition thereto, 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.

          (d) Indemnity. The Holder acknowledges that the Holder understands the
     meaning and legal  consequences  of this  Section 5, 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,  (b) any  transfer  of the  Warrant or any of the
     Warrant Shares in violation of the Securities Act, the Securities  Exchange
     Act of 1934, as amended,  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 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.

          (e)  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.

          (f) Legend and Stop Transfer Orders.  Upon exercise of any part of the
     Warrant  and the  issuance  of any of the  shares of  Warrant  Shares,  the
     Company shall  instruct its transfer  agent to enter stop  transfer  orders
     with respect to such shares to the effect that such shares may not be sold,
     offered for sale, assigned,  transferred or otherwise disposed of until 180
     days  after the above  Warrant  date  unless an  opinion  of counsel to the
     Company is obtained  stating that such  disposition is permitted.  180 days
     after the above  Warrant  date,  the 180 day  restricted  period  will have
     expired and the restrictions on transfer and resale imposed upon the Shares
     by  Regulation  S shall lapse and will no longer be  necessary.  Therefore,
     certificates  representing  the Shares issued on and after that date may be
     issued without stop-transfer instructions.

<PAGE>
                                      182

     5. Loss,  etc. of Warrant.  Upon  receipt of evidence  satisfactory  to the
Company of the loss,  theft,  destruction or mutilation of this Warrant,  and of
indemnity 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.

     6. 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.

     7. 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, or

          (b) the Holder at  ________________________,  or such other address as
     the Holder has designated in writing to the Company.

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

     9.  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  Chairman  and its  corporate  seal to be  hereunto
affixed and attested by its Secretary this 1 day of February , 1996.

ATTEST:       PALOMAR MEDICAL TECHNOLOGIES, INC.


By:       /s/                                   By:          /s/
     -------------------------                        --------------------------
     Michael Smotrich                                 Steven Georgiev
     Secretary                                        Chairman


[Corporate Seal]

<PAGE>
                                      183

                                  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:


                               Soc Sec # or Fed ID #:



                                   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.

     Signature:                                              Assignee
         Dated:
       Address:                                              Address:


   SS/Fed ID #:                                          SS/Fed ID #:



                               PARTIAL ASSIGNMENT

FOR VALUE RECEIVED  ________________________________________  hereby 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.

     Signature:                                              Assignee
         Dated:
       Address:                                              Address:


   SS/Fed ID #:                                          SS/Fed ID #: