NUMBER                                                                   SHARES


                       PALOMAR MEDICAL TECHNOLOGIES, INC.

              Incorporated under the laws of the State of Delaware


THIS IS TO CERTIFY THAT:  
                         -------------------------------------------------------

IS THE OWNER OF
                         -------------------------------------------------------

                             Fully-paid and non-assessable  shares of the common
                                        stock,   par  value  $.01,   of  PALOMAR
                                        MEDICAL TECHNOLOGIES, INC.

(hereinafter called the "Company"),  transferable on the books of the Company by
the  holder in person or by duly  authorized  attorney  upon  surrender  of this
certificate  properly endorsed or assigned for transfer.  The shares represented
by this  certificate  are  subject  to the laws of the  State of  Delaware,  the
provisions of the Certificate of Incorporation and the By-Laws of the Company as
now or  hereafter  amended,  copies  of  which  are or  will  be on  file at the
principal office of the Company, to all of which the holder by acceptance hereof
assents.

This  certificate  is not valid unless  countersigned  by the Transfer Agent and
registered by the Registrar.

WITNESS the facsimile  seal of the Company and the  facsimile  signatures of its
duly authorized officers.

Dated:
         -----------------------

                                     S E A L


 /s/ Sarah Reed                                          /s/ Michael H. Smotrich
 -------------------                                    ------------------------
 Assistant Secretary                                    President


<PAGE>


THE  CORPORATION  WILL  FURNISH TO THE HOLDER UPON  REQUEST  WITHOUT  CHARGE THE
DESIGNATIONS,  PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL
RIGHTS  OF EACH  CLASS  OF  STOCK  OR  SERIES  THEREOF  AND THE  QUALIFICATIONS,
LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.

         The following  abbreviations,  when used in the inscription on the face
of this certificate,  shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>      <C>                                         <C>    

         TEN COM - as tenants in common              UNIF GIFT MIN ACT - . . . . Custodian. . . . .
         TEN ENT - as tenants by the entireties                                   (Cust)     (Minor)
         JT TEN - as joint tenants with right of                       under Uniform Gifts to Minors
                           survivorship and not as tenants             Act. . . . . . . . . . . . . . . . .
                           in common                                                    (State)
               Additional  abbreviations  
               may also be used  though not
               in the above list.
</TABLE>

            FOR VALUE RECEIVED             HEREBY SELL, ASSIGN AND TRANSFER UNTO
                               ----------
Please insert Social Security or other
    identifying number of assignee


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(please print or typewrite name and address, including zip code, of assignee)

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------------------------------------------------------------------------- SHARES

OF THE  CAPITAL  STOCK  REPRESENTED  BY THE  WITHIN  CERTIFICATE,  AND DO HEREBY
IRREVOCABLY CONSTITUTE AND APPOINT                                      ATTORNEY
                                   ------------------------------------
TO TRANSFER  THE SAID STOCK ON THE BOOKS OF THE WITHIN  NAMED  CORPORATION  WITH
FULL POWER OF SUBSTITUTION IN THE PREMISES.      

DATED:
        -------------------------------------

                       ---------------------------------------------------------
                       NOTICE:
                                 The  signature to the assignment must
                                 correspond  with  the name as written  upon
                                 the face of the certificate in every
                                 particular, without alteration or enlargement  
                                 or any change whatever.


SIGNATURE(S) GUARANTEED:
                          ------------------------------------------------------
                          The  signature(s) should be guaranteed by an eligible
                          guarantor institution (banks, stockbrokers, savings  
                          and loan associations and credit unions with 
                          membership in an approved signature guarantee
                          medallion program), pursuant to S.E.C. Rule 17Ad-15.