LUMENIS LTD
EXH 10.1
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>form8-k_ex101.txt
<DESCRIPTION>EXH 10.1
<TEXT>
                                                                    Exhibit 10.1



Bank Hapoalim B.M.                                              February 6, 2003
Head Office
Corporate Banking Division
41-45 Rothschild Boulevard
Tel Aviv

To
Lumenis Ltd.

Reference is made to the  following  documents  made between  Lumenis Ltd.  (the
"Borrower")  and/or  Lumenis  Holdings Inc. and Bank Hapoalim B.M. (the "Bank"):
(i) Short  Term  Credit  Line  Letter  dated  April  24,  2001 as  amended  (the
"Letter"),  (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"),  and (iv) Loan  Agreement  dated March 26,  2002 as amended  (the
"2002 Loan  Agreement").  The  Letter,  the 2001 Loan  Agreement,  the Letter of
Undertaking  and the 2002 Loan  Agreement  shall  jointly be  referred to as the
"Loan Documents".

Per the request of Borrower the Bank hereby agrees as follows:

1.   The Credit Line  available to Borrower under the Letter shall be amended as
     follows:

     a)   The availability of the Credit Line under the Letter shall be extended
          to December 31, 2003.

     b)   The  amount of the Credit  Line  available  under the Letter  shall be
          increased  by  $15,000,000  (the  "Additional  Amount") for the period
          commencing December 31 2002 and ending July 1, 2003.

     c)   The  Additional  Amount  shall bear  interest  of LIBOR plus 3% (Three
          percent) p.a..

     d)   Lumenis will be entitled to withdraw any amounts under the Credit Line
          and\or the  Additional  Amount only in  compliance  with its cash flow
          projections prepared on a monthly basis.

2.   The semi-annual installment in an amount of US$10,000,000 payable April 30,
     2003 under 2001 Loan Agreement shall be postponed and paid as follows:

     a)   a sum of $5,000,000 on December 31, 2003; and

     b)   a sum of $5,000,000 on April 30, 2004.

3.   The  application  of the covenant set under  Section 13.02 of the 2002 Loan
     Agreement  shall be suspended for the fiscal  quarter  ending  December 31,
     2002 and for the fiscal year ending December 31, 2003.  Borrower,  however,
     should  achieve not less than the  following  minimum  EBITDA which will be
     computed at the end of each fiscal  quarter of 2003,  cumulatively  for all
     2003 quarters theretofore ended:

     Q1 - US$5 Million

     Q2 - US$18.4 Million

     Q3 - US$ 30.4 Million

     Q4 - US$50.1 Million

4.   The agreement of the Bank hereunder is subject to the prior  fulfillment of
     the following provisions:

     a)   Borrower  will pay the Bank a  commitment  fee in the sum of  $200,000
          (Two  Hundred  Thousand  United  States  Dollars)  as an  upfront  non
          refundable fee.

     b)   The  April 30 2001  option  agreement  will be  amended,  on terms and
          conditions to the full satisfaction of the Bank.

Except for the above all of the Bank's rights  according to the documents signed
by Borrower in the Bank's favor shall be maintained.

This letter constitutes an integral part of the Loan Documents.



                                        Very truly yours,

                                        BANK HAPOALIM B.M.

                                        /s/ Rachel Arbel   /s/ Liora Ben Ami
                                        ----------------   -----------------
                                        R. Arbel           L. Ben Ami


                                        We agree to the above:

                                        /s/ Kevin Morano   /s/ Sagi Genger
                                        ----------------   ---------------------
                                        Lumenis Ltd.       Lumenis Holdings Inc.




</TEXT>
</DOCUMENT>
