-122-

NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK  ISSUABLE  UPON  EXERCISE OF
THIS WARRANT HAVE BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AND NEITHER
THIS WARRANT NOR SUCH SHARES MAY BE SOLD,  ENCUMBERED  OR OTHERWISE  TRANSFERRED
EXCEPT  PURSUANT TO AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER SUCH ACT OR AN
EXEMPTION  FROM SUCH  REGISTRATION  REQUIREMENT,  AND, IF AN EXEMPTION  SHALL BE
APPLICABLE,  THE HOLDER SHALL HAVE DELIVERED AN OPINION OF COUNSEL ACCEPTABLE TO
THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


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


                      "WARRANT A" 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 its permitted  assigns,  is
entitled  to  purchase  from  the  Company,  at any  time or  from  time to time
commencing  , and prior to 5:00 P.M.,  Eastern  Standard  Time,  on , a total of
fully paid and non  assessable  shares of the Common  Stock,  par value $.01 per
share          at          $          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  , and  prior to 5:00  P.M.,  Eastern
Standard  Time on , 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 8 (a) hereof,  together  with proper  payment as
follows.  THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON A CASHLESS EXERCISE
SHALL BE DETERMINED BY MULTIPLYING  (1) THE  DIFFERENCE  BETWEEN (A) THE CLOSING
BID  PRICE OF THE  COMMON  STOCK ON THE DAY  PRIOR  TO THE  DATE  EXERCISED,  AS
REPORTED BY THE NATIONAL  ASSOCIATION OF SECURITIES DEALERS AUTOMATED  QUOTATION
SYSTEM  ("NASDAQ"),  AND (B) THE  EXERCISE  PRICE,  BY (2) THE NUMBER OF WARRANT
SHARES; DIVIDED BY THE CLOSING BID PRICE OF THE COMMON STOCK ON THE DAY PRIOR TO
THE DATE  EXERCISED.  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.  Upon such  surrender  of this  Warrant,  the  Company  will (a) issue a
certificate or  certificates in the name of the 

<PAGE>
                                     -123-

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.

     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, or in the case of clause (ii)
above,  to the  effect  that  the  Warrant  or  Warrant  Shares  to be  sold  or
transferred  has been  registered  under the Securities Act of 1933, as amended,
and that there is in effect a current  prospectus  meeting the  requirements  of
Subsection 10 (a) of the Securities  Act, which is being or will be delivered to
the  purchaser  or  transferee  at or  prior  to the  time  of  delivery  of the
certificates evidencing the Warrant or Warrant Stock to be sold or transferred.

          (b) Conditions to Transfer.  Prior to any such proposed transfer,  and
as  condition  thereto,  if such  transfer is not made  pursuant to an effective
registration  statement  under the Securities Act, 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.

          (c) Indemnity. The Holder acknowledges that the Holder understands the
meaning and legal  consequences  of this Section 4, 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,  

<PAGE>
                                     -124-

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.

          (d)  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.

          (e) Legend and Stop Transfer  Orders.  Unless the Warrant  Shares have
been  registered  under the  Securities  Act,  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, and all certificates  representing Warrant Shares shall bear on the
face thereof  substantially the following legend,  insofar as is consistent with
Delaware law:

          "The shares of common stock  represented by this  certificate have not
          been registered under the Securities Act of 1933, as amended,  and may
          not be sold,  offered for sale,  assigned,  transferred  or  otherwise
          disposed of unless  registered  pursuant to the provisions of that Act
          or an opinion of counsel to the Company is obtained  stating that such
          disposition  is in compliance  with an available  exemption  from such
          registration."

          (f)  Lockup  Agreements  with  Underwriters.  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 Shares for a period of six months following the public offering.

     5.  Registrations  Rights.  The Company  agrees to file and use  reasonable
efforts to make  effective a  registration  statement  with the  Securities  and
Exchange  Commission  (the "SEC") (on Form S-3, its successor form, or any other
form under the  Securities  Act of 1933 under  which the Shares  underlying  the
Units are eligible to be registered),  by January 31, 1997,  covering the Shares
underlying the Warrants,  at the Company's cost and expense (excluding the costs
of legal  counsel to the holders of the  Warrants).  The Buyer shall furnish the
Company with such information as the Company may request in writing and as shall
be required in connection with any registration thereunder.

     6. 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.

<PAGE>
                                     -125-

     7. 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.

     8. 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,
Attn.: Paul S. Weiner, Director of Finance, 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.

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

     10.  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 day of , 199__.

PALOMAR MEDICAL TECHNOLOGIES, INC.


By: 
     -----------------------------
     Steven Georgiev
     Chairman

[Corporate Seal]


<PAGE>
                                     -126-

                                  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 #:
               ---------------------                        --------------------