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 am