Exhibit 10.1

Bank Hapoalim B.M.
Head Office
Corporate Banking Division
41-45 Rothschild Boulevard
Tel-Aviv 65784, Israel

May 4, 05

To:
Lumenis Ltd.

Reference is made to the following documents made between Lumenis Ltd. (“ Ltd .”) and/or Lumenis Holdings Inc. (“ Holdings ”) and/or Lumenis Inc. (“ Inc .”) (“ Holdings ”, and/or “ Inc .” and/ or “ Ltd .”, as the case may be, will be referred to as jointly and severally, the “ Borrowe r”) and Bank Hapoalim B.M. (the “ Bank ”): (i) Short Term Credit Line Letter dated April 24, 2001 as amended (the “ Short Term Credit Line” ), (ii) Loan Agreement dated April 30, 2001 as amended (the “ 2001 Loan Agreement ”), (iii) Agreement dated April 30, 2001 as amended (the “ Letter of Undertaking ”), (iv) Loan Agreement dated March 26, 2002 as amended (the “ 2002 Loan Agreement ”),and (v) Loan Agreement dated November 13, 2003 (the “ 2003 Loan Agreement ”). The Short Term Credit Line, the 2001 Loan Agreement, the Letter of Undertaking, the 2002 Loan Agreement and the 2003 Loan Agreement, together with all notes, guarantees, debentures, security agreements, pledge agreements and other collateral documents related thereto, as any of the foregoing may hereafter be further amended, are hereinafter collectively referred to as the “ Loan Documents ”;

and whereas you have applied to us to extend the Short Term Credit Line until September 30, 2005 (the “ Request �