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                            EMPLOYMENT AGREEMENT THIS

     EMPLOYMENT  AGREEMENT (this "Agreement") made as of January 1, 1997,between
Palomar Medical Technologies,  Inc., a Delaware corporation (the"Company"),  and
Steven Georgiev,  an individual (the "Executive"),

                       W I T N E S S E T H   T H A T:

     WHEREAS,   the   Company   desires  to  employ   Executive   as  its  Chief
ExecutiveOfficer  for the  period  and  upon and  subject  to the  terms  herein
provided; and

     WHEREAS,  the Company  desires to be assured that Executive will notcompete
with the  Company  for the period and within the  geographical  areashereinafter
specified;  and  

     WHEREAS, Executive is willing to agree to be employed by the Company forthe
period and upon and subject to the terms herein provided; and

     WHEREAS,   Executive  does  not  desire  to  work  for  the  Company  in  a
positionlower  than that of Chief Executive  Officer and is willing to agree not
to compete with the Company;  

     NOW,   THEREFORE,   in   consideration   of  the   premises,   the  parties
heretocovenant and agree as follows:

     Section 1. Term of Employment;  Compensation.  The Company agrees  toemploy
Executive  from the date hereof until December 31, 1999 (the "Term") asits Chief
Executive  Officer,  with  the  responsibilities  normally  associated  withsuch
position  (the  "Executive  Position").  The  Company  will  pay  Executive  for
hisservices  during the term of his  employment  hereunder  at an annual rate of
ThreeHundred  Fifty Thousand Dollars  ($350,000),  subject to a 10% increase per
year,payable  in arrears,  in equal  installments,  in accordance  with standard
Companypractice,  but in any event not less often than monthly,  subject only to
suchpayroll and withholding deductions as are required by law. 

     Section   2.   Office   and   Duties.   Executive   shall  have  the  usual
duties,responsibilities   and  authority  (the  "Executive's  Authority")  of  a
ChiefExecutive  Officer,  and  shall  report to the  Board of  Directors  of the
Company,and  shall  perform  such  specific  other  tasks,  consistent  with his
position as Chief Executive Officer, as may from time to time be assigned to him
by  theBoard of  Directors.  Executive  shall  devote  substantially  all of his
businesstime,  labor,  skill,  undivided  attention  and  best  ability  to  the
performance  ofhis duties  hereunder.  Executive  may not,  without  Executive's
consent,  berequired to perform  Executive's duties at any location that is more
than  fifty(50)   miles  from  the  Company's   principal   office  in  Beverly,
Massachusetts,  exceptthat  Executive  agrees  that he will  travel to  whatever
extent is reasonablynecessary in the conduct of the Company's business.

     Section  3.  Expenses.   Executive  shall  be  entitled  to   reimbursement
forexpenses   incurred  by  him  in  connection  with  the  performance  of  his
dutieshereunder  upon  receipt of  vouchers  therefor  in  accordance  with such
proceduresas the Company has heretofore or may hereafter  establish.  

     Section 4. Vacation During  Employment.  Executive shall be entitled tosuch
reasonable vacations as may be allowed by the Company in accordance  withgeneral
practices  to be  established,  but in any  event  not less  than four (4) weeks
during each twelve (12) month period.
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     Section  5.   Additional   Benefits.   The  Company  shall  make  available
toExecutive  at  least  those   perquisites   presently  granted  to  Executive.
Nothingherein   contained  shall  preclude  Executive,   to  the  extent  he  is
otherwiseeligible,  from  participation in all group insurance programs or other
fringebenefit   plans  which  the  Company  may   hereafter   in  its  sole  and
absolutediscretion  make available  generally to its employees,  but the Company
shall notbe required to establish or maintain any such program or plan.  

     Section 6.  Termination by the Company.  The Company shall have the rightto
terminate  Executive's  employment at any time for "Cause".  For purposes ofthis
Agreement,  "Cause"  shall mean (a)  termination  by action of a majority  ofthe
members of the  Company's  Board of Directors,  acting on the written  opinionof
counsel,   because  of  Executive's  willful  and  continued  refusal,   without
propercause,  to perform substantially  Executive's duties under this Agreement;
or  (b)the  conviction  of  Executive  of  a  felony  or  an  act  of  fraud  or
embezzlementagainst  the  Company  or  any  of its  divisions,  subsidiaries  of
affiliates  (whichthrough  lapse of time or otherwise is not subject to appeal).
Such  terminationshall  be effected by written notice  thereof,  personally hand
delivered by theCompany to Executive, and, except as hereinafter provided, shall
be effective asof the thirtieth (30th) calendar day after such notice; provided,
however,  thatif  within such thirty (30)  calendar day period  Executive  shall
cease  Executive'srefusal and shall use Executive's best efforts to perform such
obligations,  thetermination  shall not be effective.  

     Section  7.  Termination  by Death.  In the  event  Executive  dies  during
theTerm,   Executive's   employment  shall  terminate  (effective  on  the  date
ofExecutive's  death) and the  provisions  of  Section  10 shall be  applicable.

     Section 8. Termination by Disability.  In the event that Executivesuffers a
disability which prevents  Executive from substantially  performing  Executive's
duties under this  Agreement  for a period of at least one hundred  eighty (180)
consecutive or nonconsecutive  calendar days within any threehundred  sixty-five
(365)  calendar  day period,  the Company  shall have the  right,after  such one
hundred  eighty (180) calendar day period has elapsed,  toterminate  Executive's
employment  hereunder upon thirty (30) calendar  dayswritten notice to Executive
and the provisions of Section 10 shall beapplicable.

     Section 9. Termination by Executive. Notwithstanding any otherprovisions of
this Agreement,  Executive may terminate Executive's employmenteither (i) in the
event of a "Change in Control" or (ii) by written  noticeserved upon the Company
within  thirty  (30)  calendar  days after  Executive  hasknowledge  of an event
constituting "Good Reason." 

     For  purposes  of this  Agreement,  the  term  "Change  in  Control"  shall
meaneither  (i)  that,  after  the  date  hereof,   any  person  (an  "Acquiring
Person"),together  with its  affiliates and associates (as defined in Rule 12b-2
under the Securities  Exchange Act of 1934, or any successor rule thereto) shall
become the  beneficial  owner (as defined in Rule 13d-3 under the Securities and
ExchangeAct), including by merger or otherwise, of more than fifty percent (50%)
of the total  voting power of all classes of voting stock of the Company or (ii)
thatone or more Acquiring  Persons has succeeded as the result of or in response
toactual or threatened  election  contests,  whether by settlement or otherwise,
inhaving  elected to the Board of Directors of the Company,  whether at one time
oron a  cumulative  basis,  a sufficient  number of its  nominees to  constitute
(x)more  than  thirty  percent  (30%)  of the  members  of the  Company's  Board
ofDirectors,  rounded  down  to the  nearest  whole  number,  if the  number  of
directorson the Company's Board is eight or less, or (y) more than forty percent
(40%) ofthe  members of the Company's  Board,  rounded down to the nearest whole
number, ifthe number of directors on the Company's Board is nine or more.

     For purposes of this Agreement,  the term "Good Reason" shall mean: 


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          (i) any action by the Company  which  results in a  diminution  in the
     Executive Position or in the Executive's Authority; 

          (ii) any  failure by the  Company to timely pay the amounts or provide
     the benefits  described in this Agreement,  other than an isolated  failure
     not occurring in bad faith and which is remedied  promptly after receipt of
     written  notice thereof given by Executive;  or 

          (iii) a material  breach by the  Company of any of the  provisions  of
     this Agreement which failure or breach shall have continued for thirty (30)
     days after  written  notice from  Executive to the Company  specifying  the
     nature of such  failure or breach;  or 

          (iv) any action by the Company  that would  result in a  violation  of
     Section 2.


     Section 10. Effect of Termination. (a) For Cause; Without Good Reasonand No
Change in Control;  and Death. In the event of termination of thisAgreement  (i)
by the Company for Cause,  (ii) by the Executive  without  GoodReason or with no
Change in Control or (iii) by reason of the death of  theExecutive,  the Company
shall pay Executive (or  Executive's  beneficiary in theevent of the Executive's
death) any base salary or other  compensation  earned(and  a pro rata portion of
the bonus  payable with respect to the year in which  termination  occurred) but
not paid to Executive  prior to the effective date of such  termination  and, in
the case of  termination by reason of death,  the Company shall pay  Executive's
beneficiary (i) the base salary that Executive would have earned for a period of
twelve  (12)  months  following  his death,  plus (ii) a prorata  portion of any
bonuses or other incentive  compensation  that Executive would have earned if he
had been  employed for the full fiscal year in which he died payable at the time
of payment of similar bonuses made to other Executives ofthe Company, plus (iii)
any death benefits that Executive is entitled to underthe  Company's policies in
effect on Executive's date of death.

     (b) Without Cause; For Good Reason. In the event of (i) termination  ofthis
Agreement  by  the  Company  other  than  for  Cause,  or  (ii)  termination  of
thisAgreement  by Executive for Good Reason,  in either case,  other than within
oneyear of a Change in  Control,  the  Company  shall pay  Executive,  in a lump
sumwithin thirty (30) days after  termination  under this Section 10(b), the sum
of(A) the  amount  described  in Section  10(a) of this  Agreement  (other  than
thepayments  to be paid in case of  termination  by  death),  and (B) the amount
equalto four times (4x) the Executive's annual base salary in effect at the time
oftermination  under this Section 10(b),  and the Company shall continue  during
theTerm  all  of  the  benefits  and   perquisites   set  forth  in  Section  5,
notwithstandingthe  fact that Executive may no longer be an employee eligible to
participate  inone  or more of the  employee  benefit  plans  maintained  by the
Company.

     (c)  Change in Control  (other  than an  Approved  Change in  Control).  In
theevent of  termination  of this  Agreement by the Company or Executive  within
one(1)  year  after a Change  in  Control  (other  than an  Approved  Change  in
Control),the  Company shall pay  Executive,  in a lump sum payment within thirty
(30) daysafter  termination  under this Section 10(c), the sum of (A) the amount
describedin  Section 10(a) of this Agreement (other than the payments to be made
in caseof  termination  by death),  and (B) the amount equal to eight (8x) times
Executive's  Annual  Compensation,  and the Company  shall  continue  during the
Termall of the benefits and perquisites set forth in Section 5,  notwithstanding
thefact that  Executive may no longer be an employee  eligible to participate in
oneor more of the employee benefit plans maintained by the Company.

     For purposes of this Agreement, the term "Approved Change in Control" shall
mean a Change of Control that has occurred with the prior approval of a majority
of the Continuing
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                                      285

Directors and the term "Continuing  Director" shall mean any member of the Board
of  Directors  of the  Company  who is not an  Acquiring  Person or a nominee or
representative  of an  Acquiring  Person or of any  affiliate or associate of an
Acquiring Person and any successor to a Continuing  Director who was recommended
for  election or elected to succeed a  Continuing  Director by a majority of the
Continuing Directors then on the Board of Directors of the Company.

        For  purposes  of  this  Section  10(c)  of  this   Agreement  the  term
"Executive's Annual  Compensation" shall mean (i) the sum of (A) the Executive's
base  salary  set forth in  Section 1 and (B) any  bonus  compensation  to which
Executive  would have been entitled if Executive  continued to be employed under
this Agreement to the end of 1996,  provided that if the Executive's base salary
or bonuses  compensation  is increased after 1996 the term shall mean the higher
of the Executive  annual salary  immediately  prior to such change or the sum of
(a) the base  salary  in  effect  at the time of  termination  and (b) any bonus
compensation  to which  Executive  would have been  entitled  if  Executive  had
continued to be employed under this Agreement to the end of the Company's fiscal
year in which his employment terminated.

        (d) With Good Reason  following  an Approved  Change in Control.  In the
event of  termination of this Agreement by Executive with Good Reason within one
(1) year after an Approved  Change in Control,  the Company shall pay Executive,
in a lump sum  payment  within  thirty  (30) days after  termination  under this
Section  10(c),  the sum of (A) the amount  described  in Section  10(a) of this
Agreement  (other than the payments to be made in case of termination by death),
(B) the amount equal to eight (8x) times the sum of (i) Executive's  annual base
salary in effect at the time of termination,  and (ii) any bonus compensation to
which  Executive  would have been  entitled  if  Executive  had  remained  as an
employee under this  Agreement to the end of the Company's  fiscal year in which
his employment terminated, and the Company shall continue during the Term all of
the benefits and  perquisites set forth in Section 5,  notwithstanding  the fact
that  Executive may no longer be an employee  eligible to  participate in one or
more of the employee benefit plans maintained by the Company.

        (e) Disability.  In the event of termination of this Agreement by reason
of disability,  the Company shall continue to pay Executive's base salary at the
time of such  termination for the remainder of the Term,  reduced by the maximum
amount of salary which may be insured under the Company's  Long Term  Disability
Plan at the time of disability.

        Section 11. Excise Taxes. In the event that Executive shall have imposed
upon him the tax which is imposed by Section 4999 of the  Internal  Revenue Code
of 1986, as amended (the "Code"),  or by any successor  provision,  by reason of
any payment or benefit which  Executive has received under this  Agreement,  the
Company shall pay as additional compensation to Executive an amount equal to the
amount of the tax imposed by Code Section 4999 (the  "Special Tax Payment") as a
result of the receipt of such payment, or benefit; provided that the Special Tax
Payment  shall not be  increased to account for excise or other tax imposed as a
result of the making of the Special Tax Payment.

        Section 12.  Acceleration  and  Expiration  of  Options.  Any options or
warrants to purchase capital stock of the Company (collectively,  the "Options")
granted by the Company to Executive that have not yet become  exercisable  shall
become  exercisable  upon  the  earliest  to  occur  of (a) the  termination  of
Executive's  employment as a result of Executive's death or disability;  (b) the
termination by Executive with Good Reason;  or (c) the  termination by Executive
after  a  Change  in  Control  (other  than  an  Approved  Change  in  Control).
Notwithstanding  the foregoing,  all Options,  whether currently  exercisable or
not, shall expire and cease to be exercisable as follows:

        (a)  if  the  Company  terminates   Executive's  employment  for  Cause,
immediately upon the effective date of such termination;


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        (b) if  Executive  terminates  Executive's  employment  with the Company
other  than  for Good  Reason,  a  Change  in  Control,  death,  or  disability,
immediately upon the effective date of such termination;

        (c) if Executive terminates Executive's employment with the Company with
Good  Reason or after a Change in  Control  (other  than an  Approved  Change in
Control),  ninety (90) days after the effective date of such termination (but in
no event later than the date the Term would expire  without giving effect to any
automatic renewal.

        (d) if Executive  dies while  employed by the Company,  six (6) calendar
months  after  Executive's  death (but in no event  later than the date the Term
would expire without giving effect to any automatic renewal); and

        (e) if  Executive's  employment is terminated as a result of disability,
six (6) calendar months after the effective date of such  termination (but in no
event later than the date the Term would  expire  without  giving  effect to any
automatic renewal.

        Section  13.  No  Mitigation;  No  Offset.  Executive  shall be under no
obligation to mitigate  damages or the amount of any payment  provided for under
this Agreement by seeking other  employment or otherwise,  and there shall be no
offset  against  amounts due  Executive  under this  Agreement on account of any
remuneration  attributable  to any  subsequent  employment  that  Executive  may
obtain.

        Section 14. Disclosure and Assignment of Intellectual Property.

        (a) Executive  agrees that the Company,  and its  successors and assigns
shall own all  right,  title  and  interest  throughout  the world in and to all
research,   information,    inventions,   designs,   procedures,   developments,
discoveries,  improvements,  patents and applications  therefor,  trademarks and
applications  therefor,  copyrights and  applications  therefor,  trade secrets,
drawings, plans, systems, methods, specifications,  and all other manufacturing,
engineering,  technical,  research and  development  data and  know-how  (herein
sometimes "Intellectual Property") made, conceived, developed and/or acquired by
him solely or jointly with others during the period of his  employment  with the
Company  or  within  one  year  thereafter,  which  relate  to the  manufacture,
production or processing of any products developed or sold by the Company during
the term of this  Agreement  or which  are  within  the  scope of or  usable  in
connection with the Company's  business as it may, from time to time,  hereafter
be conducted or proposed to be conducted,  whether or not made during my regular
working hours and whether or not made on the Company's premises.

        (b)  Executive  agrees  that  any  such   Intellectual   Property  shall
constitute a work made for hire under the  copyright  laws of the United  States
and, to the extent any such Intellectual  Property shall be determined not to be
a work made for hire,  Executive  hereby  assigns,  and,  to the extent any such
assignment  cannot  be made at the  present  time,  Executive  hereby  agrees to
assign, to the Company all of my right, title and interest throughout the world,
including, without limitation, copyright, patent and trade secret rights, in and
to the Intellectual Property, together with Executive's right to file for and/or
own wholly without restriction United States and foreign patents, trademarks and
copyrights with respect thereto.  Executive specifically agrees and acknowledges
that the foregoing  assignment  covers all results,  outputs and products of his
work for the Company  prior to the date  hereof,  whether as an employee or as a
consultant,  and all related  copyrights,  patents and other proprietary rights,
and that all such results,  outputs and products shall be Intellectual  Property
hereunder and the sole property of the Company hereafter.


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        (c)  Executive  agrees to execute all  appropriate  patent  applications
securing all United States and foreign patents on all Intellectual Property, and
to do,  execute  and  deliver  any and all  acts  and  instruments  that  may be
necessary  or proper to vest all  Intellectual  Property  in the  Company or its
nominee or designee  and to enable the Company,  or its nominee or designee,  to
obtain all such patents;  and Executive agrees to render to the Company,  or its
nominee or designee, all such assistance as it may require in the prosecution of
all such patent  applications and applications for the re-issue of such patents,
and in the  prosecution  or defense of all  interferences  which may be declared
involving  any of said patent  applications  or patents,  but the expense of all
such assignments and patent  applications,  or all other proceedings referred to
herein above, shall be borne by the Company. Executive shall be entitled to fair
and reasonable  compensation for any such assistance requested by the Company or
its  nominee or  designee  and  furnished  by him after the  termination  of his
employment.  Executive  shall make and  maintain  adequate  and current  written
records  of  all  Intellectual   Property,  and  Executive  shall  disclose  all
Intellectual Property promptly,  fully and in writing to the Company immediately
upon development of the same and at any time upon request.

        Section 15.  Confidentiality.  Executive  shall not,  either  during the
period of his employment  with the Company or thereafter,  reveal or disclose to
any person outside the Company or use for his own benefit, without the Company's
specific written  authorization,  whether by private  communication or by public
address  or  publication  or  otherwise,   any  Confidential   Information,   as
hereinafter defined. The term "Confidential Information" as used throughout this
Agreement shall mean all trade secrets,  proprietary  information and other data
or information (and any tangible  evidence,  record or representation  thereof),
whether  prepared,  conceived  or  developed  by an  employee  of the Company or
received by the Company from an outside  source,  which is in the  possession of
the Company  (whether  or not the  property  of the  Company),  which in any way
relates to the present or future business of the Company, which is maintained in
confidence by the Company, or which might permit the Company or its customers to
obtain a competitive  advantage over  competitors who do not have access to such
trade  secrets,  proprietary  information,  or other  data or  information.  All
originals  and copies of any of the  foregoing,  relating to the business of the
Company,  however  and  whenever  produced,  shall be the sole  property  of the
Company,  not to be removed from the premises or custody of the Company  without
in each  instance  first  obtaining  written  consent  or  authorization  of the
Company. Upon the termination of Executive's employment in any manner or for any
reason,  Executive shall promptly  surrender to the Company all copies of any of
the foregoing,  together with any other documents,  materials, data, information
and  equipment  belonging  to or relating to the  Company's  business and in his
possession,  custody or control,  and Executive  shall not thereafter  retain or
deliver to any other  person,  any of the foregoing or any summary or memorandum
thereof.

        Section 16. Restriction.  The Company has invested and may in the future
be required to invest  substantial  sums of money,  directly or  indirectly,  to
continue and expand the business  heretofore  conducted by it and in  connection
therewith,  and as Executive  recognizes that the Company would be substantially
injured by Executive  disclosing  to others,  or by Executive  using for his own
benefit,  any  Intellectual  Property or any of the other  types of  information
referred to in Section 15 as  Confidential  Information,  Executive  agrees that
during  the  period  of  his  employment  hereunder  and  for  a  period  ending
twenty-four (24) months after the term of this Agreement:

        (a) Neither he nor any member of his family will be interested, directly
or  indirectly,  as an investor in any other  business or enterprise  similar to
that of the Company or in competition with the Company (except as an investor in
securities listed on a national  securities exchange or actively traded over the
counter; and

        (b) He will not,  directly  or  indirectly,  for his own  account  or as
employee, 
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officer,  director,  partner,  joint  venturer or  otherwise,  engage within the
United  States  or  Canada,  in any  phase  of the  business  of  manufacturing,
distributing or selling of lasers for use in medical or cosmetic procedures.

        (c) Executive  shall not solicit,  induce,  attempt to hire, or hire any
employee of the Company (or any other  person who may have been  employed by the
Company during the term of his employment  with the Company),  or assist in such
hiring by any other person or business  entity or encourage any such employee to
terminate his or her employment with the Company.

        Executive and the Company are of the belief that the period of time, the
geographic  area and the range of  activities  limited  by this  Section  16 are
reasonable,  in view of the  nature  of the  business  in which the  Company  is
engaged  and  proposes  to  engage,  the state of its  product  development  and
Executive's  knowledge of this business.  However,  if such period,  or range of
activities area should be adjudged unreasonable in any judicial proceeding, then
the period of time shall be reduced by such number of months, such area shall be
reduced  by  elimination  of such  portion of such  area,  and/or  such range of
activities  shall be reduced by  elimination of such  activities,  as are deemed
unreasonable, so that this covenant may be enforced in such area and during such
period of time as is adjudged to be reasonable.

        Section 17.  Notices.  All notices  and other  communications  hereunder
shall be in writing  and shall be deemed to have been given  when  delivered  or
three (3) days after mailing if mailed by  first-class,  registered or certified
mail, postage prepaid,  addressed (a) if to Executive,  at the address set forth
below his name on the  signature  page  hereof,  or to such other  person(s)  or
address(es) as Executive shall have furnished to the Company in writing; and (b)
if to the Company, at 66 Cherry Hill Drive,  Beverly, MA 01915, Attn: Mr. Joseph
Caruso,  with a copy to Foley,  Hoag & Eliot,  One Post Office  Square,  Boston,
Massachusetts 02109, Attn: David A. Broadwin, Esq. or to such other person(s) or
address(es) as the Company shall have furnished to Executive in writing.

        Section 18. Assignability. In the event that the Company shall be merged
with, or consolidated into, any other corporation, or in the event that it shall
sell and transfer  substantially all of its assets to another  corporation,  the
terms of this  Agreement  shall  inure to the benefit of, and be assumed by, the
corporation  resulting  from  such  merger  or  consolidation,  or to which  the
Company's  assets shall be sold and  transferred.  This  Agreement  shall not be
assignable  by Executive,  but it shall be binding upon,  and shall inure to the
benefit of, his heirs, executors, administrators and legal representatives.

        Section  19.  Entire  Agreement.  This  Agreement  contains  the  entire
agreement  between the Company and Executive  with respect to the subject matter
hereof and there have been no oral or other agreements of any kind whatsoever as
a  condition  precedent  or  inducement  to the  signing  of this  Agreement  or
otherwise concerning this Agreement or the subject matter hereof.

        Section 20. Expenses.  Each party shall pay its own expenses incident to
the  performance  or  enforcement  of this  Agreement,  including  all  fees and
expenses of its counsel for all activities of such counsel  undertaken  pursuant
to this Agreement, except as otherwise herein specifically provided.

        Section 21. Equitable Relief.  Executive  recognizes and agrees that the
Company's  remedy at law for any breach of the  provisions of Sections 14, 15 or
16 hereof would be inadequate, and he agrees that for breach of such provisions,
the Company shall,  in addition to such other remedies as may be available to it
at law or in equity or as provided in this Agreement,  be entitled to injunctive
relief and to enforce its rights by an action for  specific  performance  to the
extent permitted by law. Should Executive engage in any activities prohibited 


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by
this  Agreement,  he  agrees  to pay  over  to  the  Company  all  compensation,
remunerations or moneys or property of any sort received in connection with such
activities;  such payment shall not impair any rights or remedies of the Company
or obligations  or  liabilities  of Executive  which such parties may have under
this Agreement or applicable law.

        Section 22. Waivers and Further  Agreements.  Any waiver of any terms or
conditions of this  Agreement  shall not operate as a waiver of any other breach
of such  terms or  conditions  or any  other  term or  condition,  nor shall any
failure to enforce any provision hereof operate as a waiver of such provision or
of any other provision hereof;  provided,  however, that no such written waiver,
unless it, by its own  terms,  explicitly  provides  to the  contrary,  shall be
construed to effect a  continuing  waiver of the  provision  being waived and no
such waiver in any instance  shall  constitute a waiver in any other instance or
for any other  purpose or impair the right of the party against whom such waiver
is claimed in all other  instances  or for all other  purposes  to require  full
compliance with such provision. Each of the parties hereto agrees to execute all
such further  instruments  and documents and to take all such further  action as
the other  party may  reasonably  require in order to  effectuate  the terms and
purposes of this Agreement.

        Section 23. Amendments. This Agreement may not be amended, nor shall any
waiver,  change,  modification,  consent or discharge  be effected  except by an
instrument  in  writing  executed  by or on  behalf of the  party  against  whom
enforcement of any waiver, change, modification, consent or discharge is sought.

        Section 24.  Severability.  If any provision of this Agreement  shall be
held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable
as applied to any particular case in any  jurisdiction or  jurisdictions,  or in
all  jurisdictions or in all cases,  because of the conflicting of any provision
with any  constitution  or  statute  or rule of  public  policy or for any other
reason,  such circumstance  shall not have the effect of rendering the provision
or provisions in question,  invalid,  inoperative or  unenforceable in any other
jurisdiction  or in any other case or  circumstance  or of  rendering  any other
provision or provisions herein contained  invalid,  inoperative or unenforceable
to the extent that such other provisions are not themselves actually in conflict
with such  constitution,  statute or rule of public  policy,  but this Agreement
shall be reformed  and  construed  in any such  jurisdiction  or case as if such
invalid,  inoperative or unenforceable provision had never been contained herein
and such provision reformed so that it would be valid, operative and enforceable
to the maximum extent permitted in such jurisdiction or in such case.

     Section 25.  Counterparts.  This  Agreement  may be executed in two or more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together  shall  constitute  one and the same  instrument,  and in  pleading  or
proving  any  provision  of  this  Agreement,  it  shall  not  be  necessary  to
producemore than one of such counterparts.

     Section 26. Section Headings.  The headings contained in this Agreement are
for  reference  purposes  only and shall not in any way  affect  the  meaning or
interpretation of this Agreement.  

     Section 27.  General  Provisions.  (a)  Executive  further  agrees that his
obligations under Sections 14, 15 and 16 of this Agreement shall be binding upon
him  irrespective of the duration of his employment by the Company,  the reasons
for any  cessation  of his  employment  by the  Company,  or the  amount  of his
compensation  and shall survive the termination of this Agreement  (whether such
termination is by the Company,  by Executive,  upon expiration of this Agreement
or otherwise).  (b) Executive  represents and warrants to the Company that he is
not now under


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any obligations to any person,  firm or  corporation,  and has no other interest
which is  inconsistent  or in  conflict  with  this  Agreement,  or which  would
prevent,  limit or  impair,  in any way,  the  performance  by him of any of the
covenants or his duties in his said employment.

     Section 28. Gender. Whenever used herein, the singular number shall include
the plural,  the plural shall  include the  singular,  and the use of any gender
shall include all genders.

     Section  29.  Governing  Law.  This  Agreement  shall  be  governed  by and
construed and enforced in accordance  with the law (other than the law governing
conflict of law questions) of the Commonwealth of Massachusetts.


     IN WITNESS WHEREOF, the parties have executed or caused to be executed this
Agreement as of the date first above written.


                                          PALOMAR  MEDICAL TECHNOLOGIES,  INC.  


                                          By:           /s/  
                                              -------------------------------   
                                              Name:  Michael Smotrich 
                                              Title:  President 

     BY PLACING MY SIGNATURE  HEREUNDER,  I ACKNOWLEDGE  THAT I HAVE READ ALLTHE
PROVISIONS OF THIS AGREEMENT AND THAT I AGREE TO ALL OF ITS TERMS.

                                          EXECUTIVE:

                                                       /s/
                                          ---------------------------------
                                             Steven   Georgiev

                                          Notice Address:
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