Second Amendment to the September 7, 2004 Joint Development and License
Agreement Between Palomar MedicalTechnologies, Inc. and Johnson & Johnson
Consumer Companies, Inc. (the "Agreement")
Whereas, pursuant to the Agreement, the parties are engaged in a collaboration
to develop, clinically test and potentially commercialize home-use, light-based
devices for (i) reducing or reshaping body fat including cellulite; (ii)
reducing appearance of skin aging; and (iii) reducing or preventing acne; and
Whereas, the parties desire to modify certain provisions of the Agreement in
order to **.


Now, Therefore, in consideration of the foregoing premises, the mutual promises
and covenants of the parties contained herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto, intending to be legally bound, do hereby agree as follows
effective on the 1st day of April 2007:


1.   Appendix E to the Agreement is hereby amended to include new Exhibit D
attached hereto.


2.   Article III E.2.b is hereby amended to replace the first sentence with the
following:


In the event that any ** or JJC Consideration Period for an Initial
Product extends beyond the date ** after the start of the R&D Program **.


3.   Article VI.A is hereby amended to replace subsection 1 in its entirety with
the following:


JJC and Palomar agree that JJC has made all required prior POP Payments
to Palomar and that during the remainder of the POP Period, JJC shall pay to
Palomar as follows:


a)   On or before ** a payment of **; and


**Omitted pursuant to request for confidential treatment by
Palomar Medical Technologies, Inc. and filed separately with the SEC.


b)   On or before ** a payment of **.



PALOMAR MEDICAL TECHNOLOGIES, INC.



/s/ Joseph P. Caruso


Name: Joseph P. Caruso


Title: CEO


Date: May 7, 2007


JOHNSON & JOHNSON CONSUMER COMPANIES, INC., acting through its division



JOHNSON & JOHNSON CONSUMER & PERSONAL PRODUCTS WORLDWIDE .



/s/ Peter Luther


Name: Peter Luther


Title: President of Beauty Care North America
Date: May 7, 2007


**Omitted pursuant to request for confidential treatment by
Palomar Medical Technologies, Inc. and filed separately with the SEC.







Appendix E, Exhibit D



**Omitted pursuant to request for confidential treatment by
Palomar Medical Technologies, Inc. and filed separately with the SEC.