REGISTRATION RIGHTS AGREEMENT



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

March 27, 2001 by and among PhotoMedex, Inc., a Delaware corporation (the

"Company"), (ii) each person listed on Exhibit A attached hereto (collectively,

the "Initial Investors" and each individually, an "Initial Investor"), and (iii)

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, the Company has agreed to issue and sell to the Initial

Investors, and the Initial Investors have agreed to purchase from the Company,

1,225,000 shares (the "Purchased Shares") of the Company's common stock, $0.01

par value per share (the "Common Stock"), all upon the terms and conditions set

forth in that certain Stock Purchase Agreement, dated of even date herewith,

between the Company and the Initial Investors (the "Stock Purchase Agreement");

and



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

shall be a condition precedent to the closing of the transactions there under,

for the Company and the Initial Investors 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 Stock

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 Initial Investors and the

Investor Permitted Transferees; provided, however, that the term "Investors"

shall not include any of the Initial Investors or any of the Investor Permitted

Transferees that ceases to own or hold any Purchased Shares.



         "Majority Holders" shall mean, at the relevant time of reference

thereto, those Investors holding and/or having the right to acquire, as the case

may be, more than fifty percent (50%) of the Registrable Shares held by all of

the Investors.



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

12 hereof.





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         "Registrable Shares" shall mean the Purchased Shares, provided,

however, such term shall not, after the Mandatory Registration Termination Date,

include any of the Purchased Shares that become or have become eligible for

resale pursuant to Rule 144 or pursuant to Regulation S.



         "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 only if the Closing occurs. This Agreement shall terminate

and be of no further force or effect, automatically and without any action being

required of any party hereto, upon the termination of the Stock Purchase

Agreement pursuant to Section 8 thereof.



         3. MANDATORY REGISTRATION.



         (a) Within 10 business days after the Closing, 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 there under

(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 Closing, subject to extension as set forth below (such

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