ESC MEDICAL SYSTEMS LTD
EXHIBIT 10.4
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<TYPE>EX-10
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<FILENAME>d26644_ex10-4.txt
<DESCRIPTION>EXHIBIT 10.4
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Exhibit 10.4

Dear Tom Brunner                                                     18 May 2001

I am pleased  to confirm  our offer for you,  to join our  organization  as Vice
President of Opthalmic Business Unit. Quality council. In this capacity you will
report directly to Lou Scafuri,  Chief Operating  Officer.  The compensation and
employee benefits program for this position are outlined as follows:

Base Salary

You will receive a base salary of 13,348 per month ($ 160,180 annualized).

Management Bonus Program

As a member of the Executive  Staff you will be eligible to  participate  in the
Company Bonus Plan at a 50% base  participation  rate. The Plan is  specifically
designed to reward  participants  based upon the  attainment  of  Corporate  and
personal performance. The bonuses are paid quarterly.

Stock Option Plan

We will  recommend to the Board of Directors  that you be considered for a stock
option grant of 60,000 shares of Esc Medical  Systems stock,  at a price as will
be at the date of  closing.  The  options  will vest over a  three-year  period,
20,000, 20,000 and 20,000 respectively.

Benefits and Vacation:

These will be similar to Employee's current benefits package.

Term and Termination:

Employment  term  shall  be up to  one  year  but  not  less  than  six  months.
Termination,  either by  Employee  or Company , shall  require  30 days  written
notice.

Confidentiality, assignment of IP, non-compete, non-solicitation:

Agreement will include  continuation of employee's  present CMG obligations with
the exception  that  non-compete  will only apply to products  which new company
currently manufactures or is currently in active Research and Development.

Tom, we look forward to working together.  To indicate acceptance of this offer,
please sign and return one copy of this letter to me.

Sincerely,

/s/Yossi Gal
-----------------------------
Yossi Gal
Vice President of Human Resources

/s/Tom Brunner
-----------------------------
Tom Brunner                                          Date:


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