Exhibit 10.5 November 8, 2002 Mr. Yacha Sutton, CEO Lumenis Ltd. POB 240 Yokneam 20692 ISRAEL Dear Yacha, Re: Termination of Consulting Agreement I would like to confirm our discussion from November 7, 2002, terminating by mutual oral consent the...

                                                                    Exhibit 10.5

                                             November 8, 2002

Xx. Xxxxx Xxxxxx, CEO
Lumenis Ltd.
POB 240
Yokneam 20692
ISRAEL

Dear Xxxxx,

     Re: Termination of Consulting Agreement

I would like to confirm our discussion from November 7, 2002, terminating by
mutual oral consent the Hardy Consulting Agreement dated April 18, 2002. The
termination of the Hardy Consulting Agreement shall become effective as of
October 31, 2002.

                                             Regards,

                                             /s/ Xxxxxx X. Xxxxx


                                             Xxxxxx X. Xxxxx