**EXHIBIT
      10.45**


**RESTRICTED
      STOCK AGREEMENT**





**awarded
      pursuant to the**





**PHOTOMEDEX,
      INC. 2005 EQUITY COMPENSATION PLAN**





THIS
      RESTRICTED STOCK AGREEMENT (the “ Restricted
      Stock Agreement ”)
      is
      made and entered into as of January
      15, 2006 by
      and between PhotoMedex, Inc., a Delaware corporation (the “ Company ”)
      and
      the following individual:





Name:
            Dennis
                M. McGrath(the
                “Purchaser”)Address
            2
                Colonial Court, Medford, NJ 08055





Capitalized
      terms used but not otherwise defined herein shall have the meanings set forth
      in
      the PhotoMedex, Inc. 2005 Equity Compensation Plan (the “ Plan ”).
      The
      Purchaser agrees to be bound by the terms and conditions of the Plan, which
      are
      incorporated herein by reference and which control in case of any conflict
      with
      this Restricted Stock Agreement, except as otherwise specifically provided
      in
      the Plan.





**SECTION 1******
            **ACQUISITION
                OF SHARES.**




(a) **Issuance.** On the
      terms and conditions set forth in this restricted stock agreement, the Company
      agrees to issue Three
      Hundred Thirty-Five Thousand  (335,000 )
      shares
      to the purchaser. The issuance shall occur at the offices of the Company on
      the
      date set forth above or at such other place and time (but not in a calendar
      year
      other than the current calendar year) as the parties may agree.




(b) **Consideration** .
      The
      Purchaser agrees to pay to the Company the sum of $.01 (the “Per Share Purchase
      Price”) for each of such Shares, representing the par value thereof. Payment
      shall be made on the issuance date by delivery to the Company of the Purchaser’s
      check in the amount of the aggregate purchase price.




(c) **Defined
      Terms** .
      Certain
      capitalized terms are defined in Sections 2 and 3 of this Restricted Stock
      Agreement.




**SECTION****2**
            ****RIGHT
                OF REPURCHASE**.**




(a) **Scope
      of Repurchase Right** .  Until
      they vest in accordance with Section (b) below, the Purchased Shares shall
      be Restricted Shares and shall be subject to the Right of Repurchase. The
      Company (or, if there is a Change in Control Event, the New Employer) may
      exercise its Right of Repurchase only during the Repurchase Period following
      the
      termination of the Purchaser’s Service. The Right of Repurchase may be exercised
      automatically under Section 2(d) below. If the Right of Repurchase is exercised
      prior to a Change in Control Event, the Company shall pay the Purchaser an
      amount equal to the Per Share Purchase Price ( *i.e.* ,
      $.01
      per Share) (as adjusted for stock splits, stock dividends and similar corporate
      transactions) for each of the Restricted Shares being repurchased. If the Right
      of Repurchase is exercised subsequent to a Change in Control Event, the New
      Employer shall pay the New Employer an amount, for all of the CIC Restricted
      Shares which are repurchased, equal to the total amount paid by the Purchaser
      for the Purchased Shares multiplied by a fraction, the numerator of which is
      the
      number of CIC Restricted Shares being repurchased and the denominator of which
      is the number of CIC Whole Shares (as defined in Section 2(b)(iv)).




(b) **Lapse
      of Repurchase Right** .









(i) For
      purposes of this Restricted Stock Agreement, the term “2011 Unvested Shares”
shall mean Purchased Shares which are Restricted Shares as of January 15, 2011.





(ii) Except
      as
      otherwise provided in Section 2(b)(iv), the Right of Repurchase shall lapse
      on
      January 15, 2011 with respect to 33-1/3% of the 2011 Unvested Shares if the
      Purchaser continues to provide Service from the date hereof through January
      15,
      2011, the Right of Repurchase shall lapse on January 15, 2012 with respect
      to an
      additional 33-1/3% of the 2011 Unvested Shares if the Purchaser continues to
      provide Service from the date hereof through January 15, 2012, and the Right
      of
      Repurchase shall lapse on January 15, 2013 with respect to 100% of the 2011
      Unvested Shares if the Purchaser continues to provide Service from the date
      hereof through January 15, 2013.




(iii) The
      Right
      of Repurchase shall also lapse in accordance with the following
      provisions:




(A) For
      purposes of this Section 2(b)(iii), the following terms shall have the following
      meanings:




(1) “Trading
      Day” shall mean a day on which securities are traded on the New York Stock
      Exchange.




(2) “2005
      Average Price” shall mean the greater of (i) $2.50 and (ii) the average Fair
      Market Value (as defined in the Plan) of the Company’s Common Stock for each of
      the Trading Days (each such Trading Day to be a day of determination for
      purposes of the definition of Fair Market Value under the Plan) in the 90 day
      period ending on the date of the annual meeting of the Company’s stockholders at
      which this Plan is approved by the Company’s stockholders, and in fact it is
      hereby determined that the 2005 Average Price shall be $2.50.




(3) “2006
      Average Price” shall mean the average Fair Market Value of the Company’s Common
      Stock for each of the Trading Days (each such Trading Day to be a day of
      determination for purposes of the definition of Fair Market Value under the
      Plan) in the period from October 1, 2006 through December 31, 2006.




(4) “2007
      Average Price” shall mean the average Fair Market Value of the Company’s Common
      Stock for each of the Trading Days (each such Trading Day to be a day of
      determination for purposes of the definition of Fair Market Value under the
      Plan) in the period from October 1, 2007 through December 31, 2007.




(5) “2008
      Average Price” shall mean the average Fair Market Value of the Company’s Common
      Stock for each of the Trading Days (each such Trading Day to be a day of
      determination for purposes of the definition of Fair Market Value under the
      Plan) in the period from October 1, 2008 through December 31, 2008.




(6) “2009
      Average Price” shall mean the average Fair Market Value of the Company’s Common
      Stock for each of the Trading Days (each such Trading Day to be a day of
      determination for purposes of the definition of Fair Market Value under the
      Plan) in the period from October 1, 2009 through December 31, 2009.




(7) “2010
      Average Price” shall mean the average Fair Market Value of the Company’s Common
      Stock for each of the Trading Days (each such Trading Day to be a day of
      determination for purposes of the definition of Fair Market Value under the
      Plan) in the period from October 1, 2010 through December 31, 2010.









(B) The
      Right
      of Repurchase shall lapse on December 31, 2006 with respect to 20% of the
      Purchased Shares if the Purchaser is providing Service on such date and if
      the 2006 Average Price equals or exceeds the 2006 Target Price. For purposes
      of
      this Restricted Stock Agreement, the term “2006 Target Price” shall equal 125%
      of the 2005 Average Price, or $3.13.




(C) The
      Right
      of Repurchase shall lapse on December 31, 2007 with respect to 20% of the
      Purchased Shares if the Purchaser is providing Service on such date and if
      the
      2007 Average Price equals or exceeds the 2007 Target Price. For purposes of
      this
      Restricted Stock Agreement, the term “2007 Target Price” shall equal 125% of the
      2006 Target Price, or $3.91.




(D) The
      Right
      of Repurchase shall lapse on December 31, 2008 with respect to 20% of the
      Purchased Shares if the Purchaser is providing Service on such date and if
      the
      2008 Average Price equals or exceeds the 2008 Target Price. For purposes of
      this
      Restricted Stock Agreement, the term “2008 Target Price” shall equal 125% of the
      2007 Target Price, or $4.88.




(E) The
      Right
      of Repurchase shall lapse on December 31, 2009 with respect to 20% of the
      Purchased Shares if the Purchaser is providing Service on such date and if
      the
      2009 Average Price equals or exceeds the 2009 Target Price. For purposes of
      this
      Restricted Stock Agreement, the term “2009 Target Price” shall equal 125% of the
      2008 Target Price, or $6.10.




(F) The
      Right
      of Repurchase shall lapse on December 31, 2010 with respect to all of the
      Purchased Shares for which such Right has not previously lapsed if the Purchaser
      is providing Service on such date and if the 2010 Average Price equals or
      exceeds the 2010 Target Price. For purposes of this Restricted Stock Agreement,
      the term “2010 Target Price” shall equal 125% of the 2009 Target Price, or
      $7.63.




(iv) Notwithstanding
      any provision herein to the contrary, if a Change in Control Event (as defined
      in the Plan) occurs before the Purchaser’s Service terminates and the Purchased
      Shares are converted entirely into securities of a successor corporation (the
      “New Employer Shares”), the Right of Repurchase shall lapse with respect to the
      New Employer Shares as follows:




(I) For
      purposes of this Agreement, the following terms shall have the following
      meanings with respect to a Change in Control Event:





(A) The
      term
“CIC Share Consideration” shall mean, with respect to such Change in Control
      Event, the number of New Employer Shares into which one Purchased Share is
      converted pursuant to the terms of the definitive agreement or agreements
      evidencing such Change in Control Event (collectively, the “CIC
      Agreement”).





(B) The
      term
“CIC Share Consideration Value” shall mean the fair market value of the CIC
      Share Consideration as determined by the Administrator, such CIC Share
      Consideration Value to be determined by multiplying the CIC Share Consideration
      by the average of the per share closing sales prices (or, if closing sales
      prices are not available, closing bid prices, or, if not available, the mean
      between the high bid and low asked prices or if not available, as determined
      by
      the Administrator in good faith) of the New Employer Shares during the last
      five
      Trading Days immediately preceding the signing of the CIC Agreement.





(C) The
      term
“CIC Restricted Shares” shall mean New Employer Shares issued upon conversion of
      the Purchaser’s Restricted Shares pursuant to the CIC Agreement.





(D) The
      term
“CIC Unrestricted Shares” shall mean New Employer Shares issued upon conversion
      of the Purchaser’s Unrestricted Purchased Shares pursuant to the CIC
      Agreement.










(E) The
      term “CIC
      Whole Shares” shall mean the number of New Employer Shares which would be issued
      pursuant to the CIC Agreement if all of the Purchased Shares were converted
      into
      New Employer Shares.




(F) The
      term
“Third Anniversary Date” shall mean the date which is three years after the date
      on which such Change in Control Event is consummated.





(G) “Unrestricted
      Purchased Shares” shall mean Purchased Shares which are not Restricted Shares
      immediately prior to the effective time of such Change in Control
      Event.





(H) “Unvested
      CIC Shares” shall mean those New Employer Shares, if any, which remain subject
      to the Right of Repurchase after the operation of Section 2(b)(iv)(II) through
      Sections 2(b)(iv)(VIII), inclusive.





(II) The
      Right
      of Repurchase shall lapse upon consummation of such Change in Control Event
      with
      respect to all of the CIC Unrestricted Shares.





(III) If
      the
      CIC Consideration Value is equal to or greater than the 2010 Target Price,
      then
      the Right of Repurchase shall lapse upon consummation of such Change in Control
      Event with respect to all of the CIC Restricted Shares.





(IV) If
      the
      CIC Consideration Value is equal to or greater than the 2009 Target Price but
      less than the 2010 Target Price, then the Right of Repurchase shall lapse with
      respect to a number of CIC Restricted Shares (which shall not be less than
      zero)
      equal to (x) 80% of the CIC Whole Shares minus (y) the number of CIC
      Unrestricted Shares.





(V) If
      the
      CIC Consideration Value is equal to or greater than the 2008 Target Price but
      less than the 2009 Target Price, then the Right of Repurchase shall lapse with
      respect to a number of Purchased Shares (which shall not be less than zero)
      equal to (x) 60% of the CIC Whole Shares minus (y) the number of CIC
      Unrestricted Shares.





(VI) If
      the
      CIC Consideration Value is equal to or greater than the 2007 Target Price but
      less than the 2008 Target Price, then the Right of Repurchase shall lapse with
      respect to a number of Purchased Shares (which shall not be less than zero)
      equal to (x) 40% of the CIC Whole Shares minus (y) the number of CIC
      Unrestricted Shares.





(VII) If
      the
      CIC Consideration Value is equal to or greater than the 2006 Target Price but
      less than the 2007 Target Price, then the Right of Repurchase shall lapse with
      respect to a number of Purchased Shares (which shall not be less than zero)
      equal to (x) 20% of the of the CIC Whole Shares minus (y) the number of CIC
      Unrestricted Shares.





(VIII)       
      If (a) the CIC Consideration Value is less than the 2010 Target Price, (b)
      immediately prior to the effective time of such Change in Control Event, one
      or
      more of the Purchased Shares are Restricted Shares and (c) the entity that
      controls the Company upon consummation of such Change in Control Event (the
“New
      Employer”) does not offer to employ the Purchaser (i) at a base salary that is
      at least equal to the base salary earned by the Purchaser immediately prior
      to
      such effective time and (ii) in a position that is executive in nature (as
      determined by the Administrator prior to such effective time), then the Right
      of
      Repurchase shall lapse with respect to all of the CIC Restricted Shares as
      of
      such effective time.





(IX)         
      If (a) the CIC Consideration Value is less than the 2010 Target Price, (b)
      immediately prior to the effective time of such Change in Control Event, one
      or
      more of the Purchased Shares are Restricted Shares, (c) the New Employer offers
      to employ the Purchaser (i) at a base salary that is at least equal to the
      base
      salary earned by the Purchaser immediately prior to such effective time and
      (ii)
      in a position that is executive in nature (as determined by the Administrator
      prior to such effective
      time) and (d) the Purchaser accepts such employment, then the following
      provisions shall apply: with respect to the CIC Unvested
      Shares:









effective
      time) and (d) the Purchaser accepts such employment, then the following
      provisions shall apply: with respect to the CIC Unvested Shares:





(A) the
      Right of
      Repurchase shall lapse with respect to all of the CIC Unvested Shares if,
      subsequent to such effective time and prior to the Third Anniversary Date,
      (i)
      the New Employer terminates the Purchaser’s employment with the New Employer and
      its affiliates without Cause or (ii) the Purchaser terminates such employment
      because the New Employer has either (x) reduced the Purchaser’s base salary to a
      rate that is below the base salary earned by the Purchaser immediately prior
      to
      such effective time or (y) assigned the Purchaser to a position that is not
      executive in nature (as determined in good faith by the board of directors
      of
      the New Employer); and





(B) the
      Right of
      Repurchase shall lapse with respect to one thirty-sixth (1/36 th )
      of the
      CIC Unvested Shares on the last day of each of the thirty-six succeeding
      calendar months following the calendar month in which such Change in Control
      Event occurs if, on the last day of such succeeding calendar month, the
      Purchaser continues to provide service to the New Employer or one of its
      affiliates (“Post CIC Service”).





(v) Notwithstanding
      any provision herein to the contrary, if a Change in Control Event (as defined
      in the Plan) occurs before the Purchaser’s Service terminates and the Purchased
      Shares are converted, in whole or in part, into consideration other than
      securities of the New Employer, then arrangements shall be made, prior to the
      consummation of such Change in Control Event, by the Administrator and the
      New
      Employer to place the Purchaser in substantially the same position that the
      Purchaser would have occupied had the consideration been solely securities
      of
      the New Employer.





(c) **Escrow** .
      Upon
      issuance, the certificate(s) for Purchased Shares shall be deposited in escrow
      with the Company to be held in accordance with the provisions of this Restricted
      Stock Agreement. Any additional or exchanged securities or other property
      described in Section 2(f) below shall be delivered to the Company to be held
      in
      escrow. All ordinary cash dividends on Purchased Shares (or on other securities
      held in escrow) shall be paid directly to the Purchaser and shall not be held
      in
      escrow. Purchased Shares, together with any other assets held in escrow under
      this Restricted Stock Agreement, shall be (i) surrendered to the Company
      for repurchase upon exercise of the Right of Repurchase or (ii) released to
      the Purchaser upon his request to the extent that the Purchased Shares have
      ceased to be Restricted Shares (but not more frequently than once every six
      months). In any event, all Purchased Shares that have ceased to be Restricted
      Shares, together with any other vested assets held in escrow under this
      Restricted Stock Agreement, shall be released within 90 days after the
      termination of the Purchaser’s Service.




(d) **Exercise
      of Repurchase Right** .
      The
      Company shall be deemed to have exercised its Right of Repurchase automatically
      for all Restricted Shares as of the commencement of the Repurchase Period,
      unless the Company during the Repurchase Period notifies the holder of the
      Restricted Shares pursuant to Section 9 that it will not exercise its Right
      of Repurchase for some or all of the Restricted Shares. During the Repurchase
      Period, the Company shall pay to the holder of the Restricted Shares the
      purchase price determined under Section 2(a) above for the Restricted Shares
      being repurchased ( *i.e.* ,
      $.01
      per Share, as adjusted for stock splits, stock dividends and similar corporate
      transactions). Payment shall be made in cash or cash equivalents and/or by
      canceling indebtedness to the Company incurred by the Purchaser. The
      certificate(s) representing the Restricted Shares being repurchased shall be
      delivered to the Company (if not already held by the Company).




(e) **Termination
      of Rights as Stockholder** .
      If the
      Right of Repurchase is exercised in accordance with this Section 2 and the
      Company makes available the consideration for the Restricted Shares being
      repurchased, then the person from whom the Restricted Shares are repurchased
      shall no longer have any rights as a holder of the Restricted Shares (other
      than
      the right to receive payment of such consideration). Such Restricted Shares
      shall be deemed to have been repurchased pursuant to this Section 2 whether
      or not the certificate(s) for such Restricted Shares have been delivered to
      the
      Company or the consideration for such Restricted Shares has been
      accepted.









(f) **Additional
      or Exchanged Securities and Property** .
      In the
      event of a merger or consolidation of the Company with or into another entity
      (other than a Change in Control Event), any other corporate reorganization
      (other than a Change in Control Event), a stock split, the declaration of a
      stock dividend, the declaration of an extraordinary dividend payable in a form
      other than stock, a spin-off, an adjustment in conversion ratio, a
      recapitalization or a similar transaction affecting the Company’s outstanding
      securities, any securities or other property (including cash or cash
      equivalents) that are by reason of such transaction exchanged for, or
      distributed with respect to, any Restricted Shares shall continue to be subject
      to the Right of Repurchase. Appropriate adjustments to reflect the exchange
      or
      distribution of such securities or property shall be made to the number and/or
      class of the Restricted Shares and to all of the provisions of this Section
      2,
      including the price per share to be paid upon the exercise of the Right of
      Repurchase, provided that the aggregate purchase price payable for the
      Restricted Shares shall remain the same. In the event of a merger or
      consolidation of the Company with or into another entity or any other corporate
      reorganization that does not constitute a Change in Control Event, the Right
      of
      Repurchase may be exercised by the Company’s successor.




(g) **Transfer
      of Restricted Shares** .
      The
      Purchaser shall not transfer, assign, encumber or otherwise dispose of any
      Restricted Shares without the Company’s written consent (which consent may be
      withheld with or without any reason therefor), except as provided in the
      following sentence. The Purchaser may transfer Restricted Shares to one or
      more
      members of the Purchaser’s Immediate Family or to a trust or partnership
      established by the Purchaser for the benefit of the Purchaser and/or one or
      more
      members of the Purchaser’s Immediate Family, provided in either case that the
      Transferee agrees in writing on a form prescribed by the Company to be bound
      by
      all provisions of this Restricted Stock Agreement. If the Purchaser transfers
      any Restricted Shares, then this Restricted Stock Agreement shall apply to
      the
      Transferee to the same extent as to the Purchaser.




(h) **Assignment
      of Repurchase Right** .
      The
      Board of Directors may freely assign the Company’s Right of Repurchase, in whole
      or in part. Any person who accepts an assignment of the Right of Repurchase
      from
      the Company shall assume all of the Company’s rights and obligations under this
      Section 2.





(i) **Part-Time
      Employment and Leaves of Absence** .
      If the
      Purchaser commences working on a part-time basis, then the Company may adjust
      the vesting schedule set forth in Section 2(b) above in accordance with the
      Company’s part-time work policy or the terms of an agreement between the
      Purchaser and the Company pertaining to his part-time schedule. If the Purchaser
      goes on a leave of absence, then the Company may adjust the vesting schedule
      set
      forth in Section 2(b) above in accordance with the Company’s leave of absence
      policy or the terms of such leave. Except as provided in the preceding sentence,
      Service shall be deemed to continue while the Purchaser is on a *bona
      fide* leave of
      absence, if (i) such leave was approved by the Company in writing and
      (ii) continued crediting of Service is expressly required by the terms of
      such leave or by applicable law (as determined by the Company). Service shall
      be
      deemed to terminate when such leave ends, unless the Purchaser immediately
      returns to active work.




**SECTION****3**
            **OTHER
                  DEFINITIONS**.




“ **Immediate
      Family** ”
shall
      mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse,
      sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law,
      brother-in-law or sister-in-law and shall include adoptive
      relationships.





“ **Purchased
      Shares** ”
shall
      mean the Shares purchased by the Purchaser pursuant to this Restricted Stock
      Agreement.





“ **Repurchase
      Period** ”
shall
      mean a period of 180 consecutive days commencing on the date when the
      Purchaser’s Service terminates for any reason, including (without limitation)
      death or disability.










“ **Restricted
      Share** ” **** shall
      mean a Purchased Share that is subject to the Right of
      Repurchase.





“ **Right
      of Repurchase** ”
shall
      mean the Company’s right of repurchase described in
      Section 2.





“ **Securities
      Act** ”
shall
      mean the Securities Act of 1933, as amended.





“ **Service** ”
shall
      mean service to the Company or its subsidiaries as an Employee or, following
      a
      Change in Control Event, service to the New Employer (as defined in Section
      2(b)) or its subsidiaries as an employee.





“ **Share** ”
shall
      mean one share of Stock





“ **Stock** ”
shall
      mean the Common Stock of the Company, par value $0.01 per
      Share.





“ **Transferee** ”
shall
      mean any person to whom the Purchaser directly or indirectly transfers any
      Purchased Shares.




**SECTION 4******
              **OTHER
                      RESTRICTIONS ON
                      TRANSFER.**




(a) **Purchaser
      Representations** .
      In
      connection with the issuance and acquisition of Shares under this Restricted
      Stock Agreement, the Purchaser hereby represents and warrants to the Company
      as
      follows:




(i) The
      Purchaser has received a copy of an offering memorandum relating to the sale
      of
      the Purchased Shares to the Purchaser hereunder.




(ii) The
      Purchaser acknowledges his understanding that if he is an “affiliate” of the
      Company, the Purchaser’s right to resell the Purchased Shares after the
      Company’s Right of Repurchase lapses is restricted under the Securities
      Act.




(iii) The
      Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares
      in violation of the Securities Act or the rules promulgated thereunder,
      including Rule 144 under the Securities Act. The Purchaser agrees that he
      will not dispose of the Purchased Shares unless and until he has complied with
      all requirements of this Restricted Stock Agreement applicable to the
      disposition of Purchased Shares and he has provided the Company with written
      assurances, in substance and form reasonably satisfactory to the Company, that
      (A) the proposed disposition does not require registration of the Purchased
      Shares under the Securities Act or all appropriate action necessary for
      compliance with the registration requirements of the Securities Act or with
      any
      exemption from registration available under the Securities Act (including
      Rule 144) has been taken and (B) the proposed disposition will not
      result in the contravention of any transfer restrictions applicable to the
      Purchased Shares under state securities law.




(b) **Securities
      Law Restrictions** .
      Regardless of whether the offering and sale of Shares under this Restricted
      Stock Agreement have been registered under the Securities Act or have been
      registered or qualified under the securities laws of any state, the Company
      at
      its discretion may impose restrictions upon the sale, pledge or other transfer
      of the Purchased Shares (including the placement of appropriate legends on
      stock
      certificates or the imposition of stop-transfer instructions) if, in the
      judgment of the Company, such restrictions are necessary or desirable in order
      to achieve compliance with the Securities Act, the securities laws of any state
      or any other law.




(c) **Rights
      of the Company** .
      The
      Company shall not be required to (i) transfer on its books any Purchased
      Shares that have been sold or transferred in contravention of this Restricted
      Stock Agreement or (ii) treat as the owner of Purchased Shares, or
      otherwise to accord voting, dividend or liquidation rights to, any transferee
      to
      whom Purchased Shares have been transferred in contravention of this Restricted
      Stock Agreement.









**SECTION****5**
            **SUCCESSORS
                      AND
                      ASSIGNS.**




Except
      as
      otherwise expressly provided to the contrary, the provisions of this Restricted
      Stock Agreement shall inure to the benefit of, and be binding upon, the Company
      and its successors and assigns and shall be binding upon the Purchaser and
      the
      Purchaser’s legal representatives, heirs, legatees, distributees, assigns and
      transferees by operation of law, whether or not any such person has become
      a
      party to this Restricted Stock Agreement or has agreed in writing to join herein
      and to be bound by the terms, conditions and restrictions hereof.




**SECTION****6**
            **NO
                        RETENTION RIGHTS**.





Nothing
      in this Restricted Stock Agreement shall confer upon the Purchaser any right
      to
      continue in Service for any period of specific duration or interfere with or
      otherwise restrict in any way the rights of the Company (or any Parent or
      Subsidiary employing or retaining the Purchaser) or of the Purchaser, which
      rights are hereby expressly reserved by each, to terminate his Service at any
      time and for any reason, with or without cause.




**SECTION****7**
            **TAX
                          ELECTION.**




The
      acquisition of the Purchased Shares may result in adverse tax consequences
      that
      may be avoided or mitigated by filing an election under Code Section 83(b).
      Such election may be filed only within 30 days after the date of purchase. **The
      Purchaser should consult with his tax advisor to determine the tax consequences
      of acquiring the Purchased Shares and the advantages and disadvantages of filing
      the Code Section 83(b) election. The Purchaser acknowledges that it is his
      sole responsibility, and not the Company’s responsibility, to file a timely
      election under Code Section 83(b), even if the Purchaser requests the
      Company or its representatives to make this filing on his behalf.** *CIRCULAR
      230 DISCLAIMER: Nothing contained herein concerning certain federal income
      tax
      considerations is intended or written to be used, and cannot be used, for the
      purpose of (i) avoiding tax-related penalties under the Internal Revenue Code
      or
      (ii) promoting, marketing, or recommending to another party any transactions
      or
      tax-related matters addressed herein.*




**SECTION****8**
            **LEGENDS.**





All
      certificates evidencing Purchased Shares shall bear the following
      legend:





**“THE
      SHARES REPRESENTED HEREBY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED
      OR
      IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE TERMS OF A RESTRICTED
      STOCK AGREEMENT DATED JANUARY 15, 2006 BETWEEN THE ISSUER OF SUCH SHARES AND
      THE
      REGISTERED HOLDER OF SUCH SHARES (OR THE PREDECESSOR IN INTEREST TO SUCH HOLDER
      OF SHARES). SUCH AGREEMENT GRANTS TO SUCH ISSUER CERTAIN REPURCHASE RIGHTS
      UPON
      TERMINATION OF SERVICE WITH THE COMPANY. THE SECRETARY OF SUCH ISSUER WILL
      UPON
      WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT
      CHARGE.”**




If
      required by the authorities of any state in connection with the issuance of
      the
      Purchased Shares, the legend or legends required by such state authorities
      shall
      also be endorsed on all such certificates.




**SECTION 9**
            **NOTICE.**









Any
      notice required by the terms of this Restricted Stock Agreement shall be given
      in writing and shall be deemed effective upon (i) personal delivery,
      (ii) deposit with the United States Postal Service, by registered or
      certified mail, with postage and fees prepaid or (iii) deposit with a
      recognized overnight courier service, with shipping charges prepaid. Notice
      shall be addressed to the Company at its principal executive office and to
      the
      Purchaser at the address that he most recently provided to the Company in
      accordance with this Section 9.




**SECTION****10**
            ****ENTIRE
                            AGREEMENT.****




This
      Restricted Stock Agreement, together with the Plan, constitutes the entire
      contract between the parties hereto with regard to the subject matter hereof
      and
      supersedes any other agreements, representations or understandings (whether
      oral
      or written and whether express or implied) which relate to the subject matter
      hereof.




**SECTION 11**
            **CONFLICITS
                              OF LAW.**




This
      Restricted Stock Agreement shall be governed by, and construed in accordance
      with, the laws of the State of Delaware, without regard to conflict of laws
      principles.




IN
      WITNESS WHEREOF, each of the parties has executed this Restricted Stock
      Agreement, in the case of the Company by its duly authorized officer, as of
      the
      day and year first above written.




**PURCHASER:**
            
            **PHOTOMEDEX,
                INC.**/s/
                Dennis M. McGrath
            
            By:
            /s/
                Jeffrey F. O’DonnellName:
                Dennis M. McGrath
              Address:
                2 Colonial Court
              Medford,
                NJ 08055
            
            
            Name:
                Jeffrey F. O’Donnell
              Title:
                President & CEO