<PAGE>
                                      256




EXHIBIT 10.45

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES  SECURITIES AND
EXCHANGE  COMMISSION OR THE SECURITIES  COMMISSION OF ANY STATE BECAUSE THEY ARE
BELIEVED TO BE EXEMPT FROM REGISTRATION  UNDER SECTION 4(2) AND 4(6) OF THE ACT.
THE SECURITIES ARE "RESTRICTED"  AND MAY NOT BE RESOLD OR TRANSFERRED  EXCEPT AS
PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED  PURSUANT TO REGISTRATION
OR EXEMPTION THEREFROM.

No.                                                       $                 U.S.

                       PALOMAR MEDICAL TECHNOLOGIES, INC.

                6% CONVERTIBLE DEBENTURE DUE _____________, 2002

     THIS DEBENTURE is one of a duly  authorized  issue of Debentures of PALOMAR
MEDICAL TECHNOLOGIES,  INC., a corporation duly organized and existing under the
laws of the State of Delaware (the  "Company")  designated as its 6% Convertible
Debentures Due __________,  2002, in an aggregate principal amount not exceeding
$ 10,000,000 U.S.

     FOR VALUE RECEIVED,  the Company promises to pay to , the registered holder
hereof  (the  "Holder"),  the  principal  sum of  Dollars  ($________  U.S.)  on
___________,  2002 , (the "Maturity  Date") and to pay interest on the principal
sum  outstanding  from time to time in arrears on the Maturity Date, at the rate
of 6% per annum accruing from the date of initial issuance.  Accrual of interest
shall  commence  on the first such  business  day to occur after the date hereof
until  payment in full of the  principal sum has been made or duly provided for.
The interest so payable will be paid on the Maturity Date to the person in whose
name this Debenture (or one or more predecessor Debentures) is registered on the
records of the Company  regarding  registration  and transfers of the Debentures
(the  "Debenture  Register")  on the  tenth  day  prior  to the  Maturity  Date;
provided,  however,  that  the  Company's  obligation  to a  transferee  of this
Debenture  arises only if such  transfer,  sale or other  disposition is made in
accordance with the terms and conditions of the Subscription  Agreement executed
by the original  Holder.  The principal of, and interest on, this  Debenture are
payable in such coin or currency of the United  States of America as at the time
of payment is legal  tender for  payment  of public and  private  debts,  at the
address last appearing on the Debenture Register of the Company as designated in
writing by the Holder from time to time.  The Company will pay the  principal of
and interest upon this Debenture on the Maturity Date, less any amounts required
by law to be deducted, to the registered holder of the Debenture as of the tenth
day prior to the (CONTINUED ON REVERSE)

     IN WITNESS  WHEREOF,  the  Company has caused  this  instrument  to be duly
executed by an officer thereunto duly authorized.

                                              PALOMAR MEDICAL TECHNOLOGIES, INC.



Dated:                                        By:
          ------------                            ------------------------------
<PAGE>
                                      257

Maturity Date and addressed to such holder at the last address  appearing on the
Debenture  Register.  The forwarding of such check shall constitute a payment of
interest  hereunder  and shall satisfy and discharge the liability for principal
and  interest on this  Debenture  to the extent of the sum  represented  by such
check plus any amounts so deducted unless such check is not paid at par.

     This Debenture is subject to the following additional provisions:

     1. The Company shall be entitled to withhold from all payments of principal
of, and interest on, the Debenture any amounts required to be withheld under the
applicable  provisions of the Untied States income tax laws or other  applicable
laws at the time of such payments.

     2. This Debenture has been issued subject to investment  representations of
the  original  purchaser  hereof and may be  transferred  or  exchanged  only in
compliance with the Securities Act of 1933, as amended (the "Act"). Prior to due
presentment  for  transfer  of the  Debenture,  the Company and any agent of the
Company may treat the person in whose name this Debenture is duly  registered on
the  Company's  Debenture  Register  as the  owner  hereof  for the  purpose  of
receiving payment as herein provided and for all other purposes,  whether or not
this  Debenture be overdue,  and neither the Company nor any such agent shall be
affected by notice to the Contrary.

     3. The Holder of this  Debenture  is entitled,  at its option,  at any time
after 180 days after the Debenture  Date until maturity  hereof,  to convert the
principal  amount of the Debenture or any portion of the principal amount hereof
which is at least One Hundred  Thousand  Dollars  ($100,000  U.S.) or, if at the
time  of such  election  to  convert,  the  aggregate  principal  amount  of all
Debentures  registered to the Holder is less than One Hundred  Thousand  Dollars
($100,000 U.S.),  then the whole amount thereof,  into Shares of Common Stock of
the Company at a conversion price for each share of Common Stock equal to $11.00
U.S.;  provided that in any 30 day period the Holder of these Debentures (or its
transferee) may convert no more than 33% (or 34% of the Debentures,  in the last
30 day period  available for  conversion of the  Debentures)  of the  Debentures
purchased  by the  Holder,  whether or not such  Holder  exercised  its right to
convert the Debenture  after 180 days after the Debenture  Date. Such conversion
shall be  effectuated  by  surrendering  the  Debentures  to be converted to the
Company  with the form of  conversion  notice  attached  hereto  as  Exhibit  A,
executed by the Holder of this Debenture  evidencing such Holder's  intention to
convert this Debenture or a specified  portion (as above provided)  hereof,  and
accompanied,  if required by the Company,  by proper assignment hereof in blank.
The Company shall use its best efforts to have the Shares of Common Stock issued
and delivered to the Holder  thereof  within ten business days of the receipt of
the conversion form and Debenture(s).  If the Debenture is converted into Shares
of Common Stock of the Company  within the twelve  months  following the Closing
Date,  all  accrued  but  unpaid  interest  shall be waived by the  Holder.  If,
however,  the  Debenture is  converted  into shares of Common Stock after twelve
months from the Closing Date, then the amount of all accrued but unpaid interest
shall be shall be  subject  to  conversion.  No  fractions  of  shares  or scrip
representing fractions of shares will be issued on conversion, but the number of
shares  issuable  shall be rounded down to the nearest whole share.  The date on
which notice of  conversion is given shall be deemed to be the date on which the
Holder has delivered the Debenture, with the conversion notice duly executed, to
the Company.

     4. The Company may, at any time the  Debentures  are  outstanding,  upon 20
days  written  notice  to the  Holder,  elect to redeem  the full  amount of the
Debentures then outstanding or a pro rata portion thereof. The Holder shall have
10 days  after  receipt of written  notice of  redemption  to submit a Notice of
Conversion to the Company if the Holder desires to convert. The redemption price
shall be calculated at 110% of the amount of the Debenture being  redeemed.  All
accrued but unpaid  interest will also be paid at the time of  redemption.  Each
Holder of the  Debenture  shall be entitled to redeem a pro rata  portion of the
Debentures being redeemed by the Company.

     5. No  recourse  shall be had for the payment of the  principal  of, or the
interest  on, this  Debenture,  or for any claim based  hereon,  or otherwise in
respect hereof, against any incorporator,  shareholder,  officer or director, as
such,  past,  present or future,  of the Company or any  successor  corporation,
whether  by  virtue  of any  constitution,  statute  or rule  of law,  or by the
enforcement of any assessment or penalty or otherwise, all such liability being,
by the acceptance  hereof and as part of the consideration for the issue hereof,
expressly waived and released.

     6. The Holder of this  Debenture,  by acceptance  hereof,  agrees that this
Debenture is being  acquired for investment and that such Holder will not offer,
sell or  otherwise  dispose  of this  Debenture  of the  Shares of Common  Stock
issuable upon exercise thereof except under  circumstances which will not result
in  violation  of the Act or any  applicable  state Blue Sky law or similar laws
relating to the sale of securities.

     7. This Debenture shall be governed by and construed in accordance with the
laws of the Commonwealth of Massachusetts.

<PAGE>
                                      258


                                    EXHIBIT A

                              NOTICE OF CONVERSION

                    (To be Executed by the Registered Holder
                       in order to Convert the Debenture)

     The undersigned  hereby  irrevocably  elects to convert the above Debenture
No(s).  into Shares of Common Stock of Palomar Medical  Technologies,  Inc. (the
"Company") according to the conditions hereof, as of the date written below.



                                                     Date of Conversion*



                                                     ---------------------------
                                                     Applicable Conversion Price



                                                     ---------------------------
                                                     Signature



                                                     ---------------------------
                                                     Printed Name


                                                     Address:
                                                     ---------------------------
                                                     ---------------------------
                                                     ---------------------------


                                                     Soc. Sec/Fed ID #:
                                                     ---------------------------


* The date on which notice of conversion is given shall be deemed to be the date
on which the Holder has delivered this  Debenture,  with the  conversion  notice
duly executed, to the Company.