REGISTRATION RIGHTS AGREEMENT



         This REGISTRATION RIGHTS AGREEMENT ("Agreement") is made as of

___________, 2001 by and among PhotoMedex, Inc., a Delaware corporation (the

"Company"), ___________________________________________ (the "Investor"), and

each person or entity that subsequently becomes a party to this Agreement

pursuant to, and in accordance with, the provisions of Section 12 hereof

(collectively, the "Investor Permitted Transferees" and each individually an

"Investor Permitted Transferee").



         WHEREAS, pursuant to a securities purchase agreement (the "Securities

Purchase Agreement"), dated as of the date hereof, the Company has agreed to

issue and sell to the Investor, and the Investor has agreed to purchase from the

Company, units ("Units"), or fractions thereof, each Unit consisting of one

hundred thousand (100,000) shares (the "Shares") of the authorized but unissued

common stock, $0.01 par value per share, of the Company (the "Common Stock") and

twenty-five thousand (25,000) common stock purchase warrants ("Warrants") to

purchase Common Stock; and



         WHEREAS, the terms of the Securities Purchase Agreement provide that it

shall be a condition precedent to the closing of the transactions thereunder for

the Company and the Investor to execute and deliver this Agreement.



         NOW, THEREFORE, in consideration of the premises and mutual covenants

contained herein, the parties hereto hereby agree as follows:



         1. DEFINITIONS. The following terms shall have the meanings provided

therefore below or elsewhere in this Agreement as described below:



         "Board" shall mean the board of directors of the Company.



         "Closing" shall have the meaning ascribed to such term in the

Securities Purchase Agreement.



         "Exchange Act" shall mean the Securities Exchange Act of 1934, as

amended, and all of the rules and regulations promulgated there under.



         "Investors" shall mean, collectively, the Investor and the Investor

Permitted Transferees; provided, however, that the term "Investors" shall not

include the Investor or any of the Investor Permitted Transferees that ceases to

own or hold any Purchased Shares.



         "Qualifying Holder" shall have the meaning ascribed thereto in Section

12 hereof.



         "Registrable Shares" shall mean the total of (i) the Shares and (ii)

the shares of Common Stock underlying the Warrants and shares of Common Stock,

provided, however, such term shall not, after the Mandatory Registration

Termination Date, include any of the Shares that become or have become eligible

for resale pursuant to Rule 144 or pursuant to Regulation S.





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         "Rule 144" shall mean Rule 144 promulgated under the Securities Act and

any successor or substitute rule, law or provision.



         "SEC" shall mean the Securities and Exchange Commission.



         "Securities Act" shall mean the Securities Act of 1933, as amended, and

all of the rules and regulations promulgated there under.



         2. EFFECTIVENESS; TERMINATION. This Agreement shall become effective

and legally binding upon the Closing.



         3. MANDATORY REGISTRATION.



         (a) On or before October 31, 2001, the Company will prepare and file

with the SEC a registration statement on Form S-3 for the purpose of registering

under the Securities Act all of the Registrable Shares for resale by, and for

the account of, the Investors as selling stockholders thereunder (the

"Registration Statement"). The Registration Statement shall permit the Investors

to offer and sell, on a delayed or continuous basis pursuant to Rule 415 under

the Securities Act, any or all of the Registrable Shares. The Company agrees to

use reasonable efforts to cause the Registration Statement to become effective

as soon as practicable. The Company shall be required to keep the Registration

Statement effective until such date that is the earlier of (i) the date when all

of the Registrable Shares registered there under shall have been sold, (ii) the

date on which the Registrable Shares may be resold pursuant to an exemption

under Rule 144(k) promulgated under the Securities Act, or (iii) the second

anniversary of the Expiration Date (as such term is defined in the Warrants") of

the Warrants, subject to extension as set forth below (such date is referred to

herein as the "Mandatory Registration Termination Date"). Thereafter, the

Company shall be entitled to withdraw the Registration Statement and the

Investors shall have no further right to offer or sell any of the Registrable

Shares pursuant to the Registration Statement (or any prospectus relating

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