EXHIBIT
      4.3

    [Form
      of]

    WARRANT

    


    THE
      SECURITIES REPRESENTED BY THIS WARRANT HAVE BEEN ACQUIRED BY THE HOLDER FOR
      ITS
      OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION
      OF
      SUCH SECURITIES. NEITHER THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE
      SECURITIES WHICH ARE
      ISSUABLE UPON EXERCISE OR CONVERSION OF THIS WARRANT HAVE
      BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)
      AND ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE
      TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
      SECURITIES ACT AND COMPLIANCE WITH SUCH STATE SECURITIES LAWS, IN COMPLIANCE
      WITH RULE 144 UNDER THE SECURITIES ACT, OR OTHERWISE DISPOSED OF WITHOUT AN
      OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY
      THAT
      SUCH REGISTRATION AND/OR COMPLIANCE IS NOT REQUIRED.

     

    WARRANT
      TO PURCHASE COMMON SHARES OF

    PHOTOMEDEX,
      INC.


     

    
      	
              No.
                ___

            	
              [                              
                ]

            


    

     

    1. Issuance
      of Warrant.
      FOR
      VALUE RECEIVED, on and after the First Tranche Closing Date (such term, and
      each
      other capitalized term used in this Warrant but not defined herein, having
      the
      meaning assigned thereto in the Purchase Agreement (as defined below)), and
      on
      the terms and subject to the conditions herein set forth, Perseus Partners
      VII,
      L.P., or its registered assigns (the “Holder”)
      is
      entitled to purchase from PhotoMedex, Inc., a Delaware corporation (the
“Company”),
      at
      any time before 5:00 p.m. New York time on
      [                      
] 1 
      (or, if
      such day is not a Business Day, the next succeeding Business Day) (the
“Termination
      Date”),
      at a
      price per share equal to the Warrant Price (as defined below and subject to
      adjustment as described herein), the Warrant Shares (as defined below and
      subject to adjustment as described herein) upon exercise of this Warrant
      pursuant to Section
      5
      hereof
      or conversion of this Warrant pursuant to Section
      6
      hereof.

     

    This
      Warrant is issued pursuant to the Securities Purchase Agreement, dated as of
      August 4, 2008 (the “Purchase
      Agreement”),
      by
      and between the Company and Perseus Partners VII, L.P. 

     

    2. Definitions. As
      used
      in this Warrant, the following terms shall have the definitions ascribed to
      them
      below:

    
       

      
        

      

    

    1
      The
      Termination date will be the eighth anniversary of the First Tranche Closing
      Date.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “Warrant
      Price”
means,
      initially, [ ]2 ,
      as
      adjusted from time to time pursuant to the terms of this Warrant.

     

    “Warrant
      Shares”
means,
      initially, [ ]3 
      shares
      of common stock, par value $0.01 per share, of the Company, as adjusted from
      time to time pursuant to the terms of this Warrant.

     

    3. Adjustments
      and Notices. The
      Warrant Price and the number of Warrant Shares upon exercise or conversion,
      as
      applicable, of this Warrant shall be subject to adjustment from time to time
      in
      accordance with this Section
      3. 

     

    (a) Adjustments
      for Splits and Combinations.
      If the
      Company shall at any time or from time to time on or after the First Tranche
      Closing Date effect a stock split of the outstanding shares of Common Stock,
      the
      Warrant Price in effect immediately before that stock split shall be
      proportionately decreased and the number of Warrant Shares issuable upon
      exercise of this Warrant shall be proportionately increased. Conversely, if
      the
      Company shall at any time or from time to time on or after the First Tranche
      Closing Date combine the outstanding shares of Common Stock into a smaller
      number of shares, the Warrant Price in effect immediately before the combination
      shall be proportionately increased and the number of Warrant Shares issuable
      upon exercise of this Warrant shall be proportionately decreased. In each such
      case, (i) the Warrant Price shall be adjusted by multiplying the Warrant Price
      that is then in effect by a fraction, (A) the numerator of which is the total
      number of shares of Common Stock issued and outstanding immediately prior to
      such subdivision or combination, and (B) the denominator of which shall be
      the
      total number of shares of Common Stock issued and outstanding immediately after
      giving effect to such subdivision or combination; and (ii) the
      number of Warrant Shares issuable upon exercise of this Warrant shall be
      adjusted by multiplying such number of Warrant Shares by a fraction, (X) the
      numerator of which equals the Warrant Price in effect as of immediately prior
      to
      the adjustment in clause (i) of this Section
      3(a)
      and (Y)
      the denominator of which equals the Warrant Price in effect as of immediately
      after such adjustment.
      Any
      adjustment under this Section
      3(a)
      shall
      become effective immediately after the opening of business on the date the
      stock
      split or combination becomes effective.
      

     

    (b) Adjustment
      for Common Share Dividends and Distributions.
      If the
      Company at any time or from time to time on or after the First Tranche Closing
      Date issues, or fixes a record date for the determination of holders of shares
      of Common Stock entitled to receive, a dividend or other distribution payable
      solely in additional shares of Common Stock, in each such event (i) the Warrant
      Price that is then in effect shall be decreased (but in no event increased)
      as
      of the time of such issuance or, in the event such record date is fixed, as
      of
      the close of business on such record date, by multiplying the Warrant Price
      then
      in effect by a fraction (A) the numerator of which is the total number of shares
      of Common Stock issued and outstanding immediately prior to the time of such
      issuance or the close of business on such record date, and (B) the denominator
      of which is the sum of the total number of shares of Common Stock issued and
      outstanding immediately prior to the time of such issuance or the close of
      business on such record date plus the number of shares of Common Stock issuable
      in payment of such dividend or distribution; and (ii) the number of Warrant
      Shares issuable upon exercise of this Warrant shall be increased (but in no
      event decreased) as of the time of such issuance or, in the event such record
      date is fixed, as of the close of business on such record date, by multiplying
      such number of Warrant Shares by a fraction, (X) the numerator of which equals
      the Warrant Price in effect as of immediately prior to the adjustment in clause
      (i) of this Section
      3(b)
      and (Y)
      the denominator of which equals the Warrant Price in effect as of immediately
      after such adjustment; provided,
      however,
      that if
      such record date is fixed and such dividend is not fully paid or if such
      distribution is not fully made on the date fixed therefor, the Warrant Price
      and
      the number of Warrant Shares issuable upon exercise of this Warrant shall be
      recomputed accordingly as of the close of business on such record date and
      thereafter the Warrant Price and the number of Warrant Shares issuable upon
      exercise of this Warrant shall be adjusted pursuant to this Section
      3(b)
      to
      reflect the actual payment of such dividend or distribution. 

     

    
      

      
        2
          The
          initial Warrant Price will be equal to $0.73736 for the First Tranche Warrant
          (and
          shall be proportionately adjusted for any subdivision or combination of
          the
          Common Stock (by stock split, reverse stock split, dividend, reorganization,
          recapitalization or otherwise) that may occur on or after the date hereof
          and
          prior to the First Tranche Closing) and
          will
          be equal to the Second Tranche Conversion Price (as defined in the Purchase
          Agreement) for the Second Tranche Warrant. 

         

      

      
        3
          The
          initial number of Warrant Shares for the First Tranche Warrant will be
          equal to
          7,323,425 (and
          shall be proportionately adjusted for any subdivision or combination of
          the
          Common Stock (by stock split, reverse stock split, dividend, reorganization,
          recapitalization or otherwise) that may occur on or after the date hereof
          and
          prior to the First Tranche Closing).
          The
          initial number of Warrant Shares for the Second Tranche Warrant will be
          equal to
          the quotient obtained by dividing (i) 0.3 * the Second Tranche Note Amount
          by
          (ii) the Second Tranche Conversion Price, rounded to the nearest whole
          number.

      

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    (c) Adjustments
      for Other Dividends and Distributions.
      If the
      Company at any time or from time to time on or after the First Tranche Closing
      Date issues, or fixes a record date for the determination of holders of shares
      of Common Stock entitled to receive, a dividend or other distribution payable
      in
      any securities of the Company (other than shares of Common Stock) or in other
      property, in each such event provision shall be made so that the Holder of
      this
      Warrant shall receive upon exercise of this Warrant, in addition to the number
      of Warrant Shares receivable hereupon, the amount of securities of the Company
      or other property that such Holder would have received had this Warrant been
      exercised into Warrant Shares immediately prior to the date of such event and
      had such Holder thereafter, during the period from the date of such event to
      and
      including the exercise date retained such securities or other property
      receivable by them as aforesaid during such period, subject to all other
      adjustments called for during such period under this Section
      3
      with
      respect to the rights of the Holder or with respect to such other securities
      or
      other property by their terms. 

     

    (d) Adjustment
      upon Issuances for Consideration Below Warrant Price.
      If the
      Company at any time or from time to time on or after the First Tranche Closing
      Date issues or sells, or in accordance with this Section is deemed to have
      issued or sold, any shares of Common Stock (including the issuance or sale
      of
      shares of Common Stock owned or held by or for the account of the Company)
      for a
      consideration per share less than the Warrant Price in effect as of immediately
      prior to such issuance or sale (such an issuance, a “Dilutive
      Issuance”),
      then
      immediately after such Dilutive Issuance, (i) the Warrant Price then in effect
      shall be reduced (but in no event increased) to an amount equal to a fraction,
      (A) the numerator of which equals the sum of (1) the product derived by
      multiplying the Warrant Price in effect as of immediately prior to such Dilutive
      Issuance by the number of shares of Common Stock outstanding on a fully diluted
      basis (accounting for Convertible Securities and Options using the treasury
      stock method) immediately prior to such Dilutive Issuance plus (2) the
      consideration, if any, received by the Company in such Dilutive Issuance, and
      (B) the denominator of which equals the number of shares of Common Stock
      outstanding on a fully diluted basis (accounting for Convertible Securities
      and
      Options using the treasury stock method) immediately after such Dilutive
      Issuance; and (ii) the number of Warrant Shares issuable upon exercise of this
      Warrant shall be increased (but in no event decreased) by multiplying such
      number of Warrant Shares by a fraction, (X) the numerator of which equals the
      Warrant Price in effect as of immediately prior to the adjustment in clause
      (i)
      of this Section
      3(d)
      and (Y)
      the denominator of which equals the Warrant Price in effect as of immediately
      after such adjustment. For purposes of this Section
      3(d):


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    (i) If
      any
      Convertible Securities are issued by the Company after the First Tranche Closing
      Date, the shares of Common Stock into which such Convertible Securities are
      convertible shall be deemed to be issued and sold by the Company as of the
      date
      the Convertible Securities are issued, for consideration per share equal to
      the
      sum of the lowest amounts of consideration (if any) received or receivable
      by
      the Company with respect to any one share of Common Stock (A) upon the issuance
      or sale of the Convertible Security, and (B) upon the conversion or exchange
      or
      exercise of such Convertible Security.

     

    (ii) If
      any
      Options are issued by the Company after the First Tranche Closing Date, the
      shares of Common Stock issuable upon exercise of such Option (or upon conversion
      of the Convertible Securities issuable upon exercise of such Option) shall
      be
      deemed to be issued and sold by the Company as of the date the Options are
      issued for consideration per share equal to the sum of the of the lowest amounts
      of consideration (if any) received or receivable by the Company with respect
      to
      any one share of Common Stock (A) upon granting or sale of the Option, (B)
      upon
      exercise of the Option and (C) in the case of an Option to acquire a Convertible
      Security, upon conversion or exchange or exercise of such Convertible
      Security.

     

    (iii) If
      the
      purchase price provided for in any Option is reduced after the First Tranche
      Closing Date, the additional consideration, if any, payable upon the issue,
      conversion, exchange or exercise of any Convertible Security is reduced after
      the First Tranche Closing Date, or the rate at which any Convertible Security
      is
      convertible into or exchangeable or exercisable for shares of Common Stock
      is
      increased at any time on or after the First Tranche Closing Date, the shares
      of
      Common Stock issuable upon exercise of such Option (or upon conversion of the
      Convertible Securities issuable upon exercise of such Option) or issuable upon
      conversion of such Convertible Security shall be deemed to be issued and sold
      by
      the Company as of the date of such modification.

     

    (iv) If
      any
      Options are issued in connection with the issuance of other securities of the
      Company, together comprising one integrated transaction in which no specific
      consideration is allocated to such Options by the parties to such transaction,
      such Options will be deemed to have been issued for the difference between
      (A)
      the aggregate fair market value of such Options and other securities of the
      Company issued in such integrated transaction, less, (B) the fair market value
      of the securities other than such Option, issued in such transaction, and the
      other securities issued or sold in such integrated transaction will be deemed
      to
      have been issued for the balance of the consideration received by the Company.
      If any Common Stock, Options or Convertible Securities are issued or sold for
      a
      consideration consisting as a whole or in part of consideration other than
      cash,
      the amount of the consideration other than cash received by the Company will
      be
      the fair market value of such consideration, except where such consideration
      consists of securities, in which case the amount of consideration received
      by
      the Company will be the closing price of such securities on the date of receipt
      by the Company.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    (v) For
      purposes of this Section
      3(d),
      the
      fair market value of any non-cash consideration received by the Company upon
      the
      issuance of any shares of Common Stock, Options or Convertible Securities will
      be as determined in good faith by the Board. 

     

    (e) Adjustment
      for Reclassification, Exchange and Substitution.
      If at
      any time or from time to time after the First Tranche Closing Date, the Warrant
      Shares issuable upon the exercise or conversion of this Warrant are changed
      into
      the same or a different number of shares of any class or series of stock of
      the
      Company, whether by recapitalization, reclassification or otherwise (other
      than
      a subdivision or combination of shares or stock dividend or a reorganization,
      merger, consolidation or sale of assets provided for elsewhere in this
Section
      3),
      then
      in any such event the Holder shall have the right upon the exercise or
      conversion of this Warrant to receive the kind and amount of stock and other
      securities and property receivable upon such recapitalization, reclassification
      or other change by the holder of the number of shares of Common Stock into
      which
      the Holder of this Warrant could have received had such Warrant been exercised
      or converted, as applicable, immediately prior to such recapitalization,
      reclassification or change, all subject to further adjustment as provided in
      this Warrant or with respect to such other securities or property by the terms
      thereof.

     

    (f) Fundamental
      Transactions.
      If at
      any time or from time to time after the First Tranche Closing Date (i) the
      Company effects any merger or consolidation of the Company with or into (whether
      or not the Company is the surviving corporation) another Person, (ii) the
      Company effects any sale, assignment, transfer, conveyance or other disposition
      of all or substantially all its assets in one or a series of related
      transactions, (iii) any tender offer or exchange offer (whether by the Company
      or another Person) is completed pursuant to which holders of more than 50%
      of
      the outstanding shares of Common Stock are permitted to tender or exchange
      their
      shares of Common Stock for other securities, cash or property, (iv) the Company
      consummates a stock purchase agreement or other business combination (including,
      without limitation, a reorganization, recapitalization, spin-off or scheme
      of
      arrangement) with another Person or other Persons or (v) the Company effects
      a
      capital reorganization of the shares of Common Stock (other than a
      recapitalization, subdivision, combination, reclassification, exchange or
      substitution of shares provided for elsewhere in this Section
      3)
      pursuant to which the Common Stock is effectively converted into or exchanged
      for other securities, cash or property (each of the foregoing, a “Fundamental
      Transaction”),
      then
      as a part of such Fundamental Transaction provision shall be made so that the
      Holder shall thereafter be entitled to receive upon exercise or conversion
      of
      this Warrant the same amount and kind of securities, cash or other property
      as
      it would have been entitled to receive if it had been, immediately prior to
      such
      Fundamental Transaction, the holder of the number of shares of Common Stock
      then
      deliverable upon the exercise or conversion, as applicable, in full of this
      Warrant, subject to adjustment in respect of such securities by their terms
      (the
“Alternate
      Consideration”).
      In
      any such case, (i) the aggregate Warrant Price under this Warrant will not
      be
      affected, but the Company shall apportion the Warrant Price among the Alternate
      Consideration in a reasonable manner reflecting the relative value of any
      different components of the Alternate Consideration, (ii) if holders of Common
      Stock are given any choice as to the securities, cash or property to be received
      in a Fundamental Transaction, then the Holder shall be given the same choice
      as
      to the Alternate Consideration it receives upon any exercise or conversion
      of
      this Warrant following such Fundamental Transaction, and (iii) appropriate
      adjustment shall be made in the application of the provisions of this
Section
      3
      with
      respect to the rights of the Holder after such Fundamental Transaction to the
      end that the provisions of this Section 3
      (including adjustment of the Warrant Price then in effect and the number of
      shares of Common Stock, securities or other property issuable upon exercise
      or
      conversion of this Warrant) shall be applicable after that event and be as
      nearly equivalent as practicable. At the Holder’s request, any successor to the
      Company, acquirer of substantially all the Company’s assets or surviving entity
      in such Fundamental Transaction shall issue to the Holder a new warrant
      consistent with the foregoing provisions and evidencing the Holder’s right to
      exercise or convert such warrant into Alternate Consideration. The terms of
      any
      agreement pursuant to which a Fundamental Transaction is effected shall include
      terms requiring any such successor or surviving entity to comply with the
      provisions of this Section
      3(f)
      and
      insuring that this Warrant (or any such replacement security) will be similarly
      adjusted upon any subsequent transaction analogous to a Fundamental
      Transaction.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    (g) Certificate
      of Adjustment.
      In each
      case of an adjustment or readjustment of the Warrant Price for the number of
      shares of Common Stock or other securities or property issuable upon exercise
      conversion of this Warrant, the Company, at its own expense, shall cause its
      Chief Financial Officer to compute such adjustment or readjustment in accordance
      with the provisions of this Warrant and prepare a certificate showing such
      adjustment or readjustment, and shall mail such certificate, by first class
      mail, postage prepaid, to the Holder at the Holder’s address as shown in the
      Company’s books. The certificate shall set forth such adjustment or
      readjustment, showing in detail the facts upon which such adjustment or
      readjustment is based. No adjustment in the Warrant Price shall be required
      to
      be made unless it would result in an increase or decrease of at least one cent,
      but any adjustments not made because of this sentence shall be carried forward
      and taken into account in any subsequent adjustment otherwise required
      hereunder

     

    (h) Notices
      of Record Date.
      Upon
      (i) the establishment by the Company of a record of the holders of any class
      of
      securities for the purpose of determining the holders of such securities who
      are
      entitled to receive any dividend or other distribution, or (ii) any capital
      reorganization of the Company, any reclassification or recapitalization of
      the
      shares of the Company, any merger or consolidation of the Company with or into
      any other company, or any transfer of all or substantially all the assets of
      the
      Company to any other Person or any voluntary or involuntary dissolution,
      liquidation or winding up of the Company, the Company shall mail to the Holder
      at least twenty (20) Business Days prior to the record date specified therein
      a
      notice specifying (A) the date on which any such record is to be taken for
      the
      purpose of such dividend or distribution and a description of such dividend
      or
      distribution, (B) the date on which any such reorganization, reclassification,
      transfer, consolidation, merger, dissolution, liquidation or winding up is
      expected to become effective, and (C) the date, if any, that is to be fixed
      as
      to when the holders of record of shares of Common Stock (or other securities)
      shall be entitled to exchange their shares of Common Stock (or other securities)
      for securities or other property deliverable upon such reorganization,
      reclassification, transfer, consolidation, merger, dissolution, liquidation
      or
      winding up.

     

    (i) Certain
      Issues Excepted.
      Notwithstanding anything herein to the contrary set forth herein, the following
      issuances of securities will not trigger an adjustment to the Warrant Price
      or
      the number of Warrant Shares issuable upon exercise of this Warrant: (i)
      securities issued pursuant to the conversion or exercise of convertible or
      exercisable securities issued or outstanding on or prior to the First Tranche
      Closing Date, and (ii) Common Stock issued or options to purchase Common Stock
      granted or issued pursuant to the Company’s equity compensation plans and
      employee stock purchase plans as they now exist or are hereafter approved by
      the
      Company’s Board of Directors.


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    (j) No
      Impairment.
      The
      Company shall not amend its Certificate of Incorporation or Bylaws or
      participate in any reorganization, transfer of assets, consolidation, merger,
      dissolution, issue or sale of securities or any other voluntary action for
      the
      purpose of avoiding or seeking to avoid the observance or performance of any
      of
      the terms to be observed or performed hereunder by the Company, but shall at
      all
      times in good faith assist in carrying out all such action as may be reasonably
      necessary or appropriate in order to protect the rights of the Holder of this
      Warrant against dilution or other impairment as provided herein. If the Company
      takes any action in breach of this Warrant, the Holder shall be entitled to
      any
      and all remedies available at Law or in equity.

     

    (k) Fractional
      Share.
      No
      fractional share of Common Stock shall be issuable upon exercise or conversion
      of this Warrant and the number of Warrant Shares to be issued shall be rounded
      down to the nearest whole share. If the exercise or conversion of this Warrant
      shall result in the issuance of any fractional Warrant share, the Company shall
      eliminate such fractional share by paying the Holder an amount computed by
      multiplying such fraction by the fair market value of a full share.

     

    (l) Other
      Adjustments.
      If and
      whenever the Company shall take any action affecting or relating to the shares
      of Common Stock, other than any action described in this Section
      3,
      which
      in the opinion of the Board would prejudicially affect the rights of the Holder,
      the Warrant Price and, if required, the number of shares of Common Stock or
      other securities or property to be issued upon exercise or conversion, as
      applicable, of this Warrant will be adjusted by the Board in such manner, and
      at
      such time, as the Board may, subject to the approval of any stock exchange(s)
      on
      which the shares of Common Stock are listed and posted for trading, reasonably
      determine to be equitable in the circumstances to such Holder.

     

    4. Affirmative
      Covenants.
      The
      Company hereby covenants and agrees for the benefit of the Holder as
      follows:

     

    (a) Warrant
      Shares.
      All
      Warrant Shares that may be issued upon the exercise or conversion of this
      Warrant will be, when issued, duly authorized, validly issued, fully paid and
      nonassessable, and free from all preemptive rights and Liens other than
      restrictions on transfer provided for in the Transaction Documents and
      applicable federal and state securities laws. The Company will at all times
      have
      authorized and reserved and kept available out of its authorized but unissued
      shares of Common Stock, solely for the purpose of effecting the exercise or
      conversion of this Warrant, such number of its shares of Common Stock as shall
      from time to time be sufficient to effect the exercise or conversion of this
      Warrant. If at any time the number of authorized but unissued shares of Common
      Stock shall not be sufficient to effect the exercise or conversion of this
      Warrant and all, the Company will take all such corporate actions as may be
      necessary to increase its authorized but unissued shares of Common Stock to
      such
      number of shares as shall be sufficient for such purposes.

     

    
      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

    


    (b) Payment
      of Taxes.
      The
      Company will pay all transfer taxes or charges that may be imposed with respect
      to the issue or delivery of Warrant Shares upon exercise or conversion of this
      Warrant, except for any tax or other charge imposed in connection with any
      transfer involved in the issue and delivery of Warrant Shares in a name other
      than that in which this Warrant was registered. 

     

    5. Exercise
      of Warrant.
      This
      Warrant may be exercised as a whole or in part by the Holder, at any time after
      the First Tranche Closing Date and prior to the Termination Date, by the
      surrender of this Warrant, together with the Notice of Exercise/Conversion
      in
      the form attached hereto as Annex A, respectively, duly completed and executed,
      at the principal office of the Company, specifying the portion of this Warrant
      to be exercised and accompanied by payment in full of the Warrant Price in
      cash
      or by bank draft or wire transfer with respect to the Warrant Shares being
      purchased. This Warrant shall be deemed to have been exercised immediately
      prior
      to the close of business on the date of its surrender for exercise as provided
      above, and the Person entitled to receive the Warrant Shares issuable upon
      such
      exercise shall be treated for all purposes as the holder of such shares of
      record as of the close of business on such date. As promptly as practicable
      after such date, and in any event within three Business Days, the Company shall
      issue and deliver to the Person or persons entitled to receive the same a
      certificate or certificates for the number of Warrant Shares issuable upon
      such
      exercise. If this Warrant shall be exercised for less than the total number
      of
      Warrant Shares then issuable upon exercise, promptly after surrender of this
      Warrant upon such exercise, and in any event within three Business Days, the
      Company will execute and deliver a new warrant, dated the date hereof,
      evidencing the right of the Holder to the balance of the Warrant Shares
      purchasable hereunder. The new warrant shall be identical in all respects to
      this Warrant except that it shall have an initial Warrant Price equal to the
      Warrant Price in effect under this Warrant at the date of issuance of the new
      warrant. 

     

    6. Conversion. 

     

    (a) In
      lieu
      of exercising this Warrant or any portion of this Warrant, at any time the
      Holder of this Warrant shall have the right to convert this Warrant or any
      portion of this Warrant into Warrant Shares by the surrender of this Warrant,
      together with the written Notice of Exercise/Conversion in the form attached
      hereto as Annex A, duly completed and executed, at the principal office of
      the
      Company, specifying the portion of this Warrant to be converted. The number
      of
      Warrant Shares to be issued to the Holder upon such conversion shall be computed
      using the following formula: 

     

    
      	 	
              X
                =

            	
              (P)(Y)(A-B)/A

            
	 	 	 
	
              Where

            	
              X
                =
                

            	
              the
                number of Warrant Shares to be issued to the Holder for the portion
                of
                this Warrant being converted

            
	 	 	 
	 	
              P
                =

            	
              the
                portion of this Warrant being converted expressed as a decimal
                fraction

            
	 	 	 
	 	
              Y
                =

            	
              the
                total number of Warrant Shares issuable upon exercise of this Warrant
                in
                full

            


    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    
      	 	
              A
                =

            	
              the
                fair market value of one Warrant Share which means the fair market
                value
                of such Warrant Share as of the last Business Day immediately prior
                to the
                date the Notice of Exercise/Conversion is received by the Company
                as
                reported in the principal market for such securities or, if no such
                market
                exists, as determined in good faith by the Company’s Board of Directors
                (plus, to the extent that this Warrant is converted, as a whole or
                in
                part, after the occurrence of an event as to which Section 3(c) is
                applicable, the fair market value of the amount of such additional
                consideration contemplated by Section 3(c) that is issuable in connection
                with such Warrant Share)

            
	 	 	 
	 	
              B
                =

               

            	
              the
                Warrant Price on the date of conversion

               

            


    

    Any
      portion of this Warrant that is converted shall be immediately canceled. This
      Warrant or any portion of this Warrant shall be deemed to have been converted
      immediately prior to the close of business on the date of its surrender for
      conversion as provided above, and the Person entitled to receive the Warrant
      Shares issuable upon such conversion shall be treated for all purposes as the
      holder of such shares of record as of the close of business on such date. As
      promptly as practicable after such date, and in any event within three Business
      Days after the conversion, the Company shall issue and deliver to the Person
      or
      Persons entitled to receive the same a certificate or certificates for the
      number of Warrant Shares issuable upon such conversion. If this Warrant shall
      be
      converted for less than the total number of Warrant Shares then issuable upon
      conversion, promptly after surrender of this Warrant upon such conversion,
      the
      Company will execute and deliver a new warrant, dated the date hereof,
      evidencing the right of the Holder to the balance of the Warrant Shares
      purchasable hereunder. The new warrant shall be identical in all respects to
      this Warrant, except that it shall have an initial Warrant Price equal to the
      Warrant Price in effect under this Warrant at the date its issuance. If this
      Warrant is converted, as a whole or in part, after the occurrence of an event
      as
      to which Section
      3(c)
      is
      applicable, the Holder shall receive the consideration contemplated by
Section
      3(c)
      in lieu
      of shares of Common Stock.

     

    7. Transfer
      of Warrant or Securities Issuable upon Exercise or Conversion.
      This
      Warrant may not be transferred in violation of any restrictive legend set forth
      hereon. Each new warrant issued upon transfer of this Warrant or securities
      issuable upon exercise or conversion of this Warrant shall bear a legend as
      to
      the applicable restrictions on transferability in order to ensure compliance
      with the Securities Act, unless in the opinion of counsel for the Company such
      legend is not required in order to ensure compliance with the Securities Act.
      The Company may issue stop transfer instructions to its transfer agent in
      connection with such restrictions. Subject to the foregoing, transfers of this
      Warrant shall be registered upon registration books maintained for such purpose
      by or on behalf of the Company. 

     

    8. Termination.
      This
      Warrant shall terminate at 5:00 p.m. New York time on the Termination Date.
      

     

    9. Governing
      Law; Venue; Waiver of Jury Trial.
      ALL
      QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION
      OF THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS
      OF
      THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES OF
      SUCH
      STATE. THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE
      JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK,
      BOROUGH OF MANHATTAN FOR THE ADJUDICATION OF ANY DISPUTE BROUGHT BY THE COMPANY
      OR ANY HOLDER HEREUNDER, IN CONNECTION HEREWITH OR WITH ANY TRANSACTION
      CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE
      ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS), AND HEREBY IRREVOCABLY WAIVE,
      AND AGREE NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING BROUGHT BY THE COMPANY
      OR ANY HOLDER, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION
      OF ANY SUCH COURT, OR THAT SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH
      PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO
      PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY
      THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE
      OF
      DELIVERY) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS
      AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT
      SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED
      TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW.
      THE COMPANY AND HOLDER HEREBY WAIVE ALL RIGHTS TO A TRIAL BY
      JURY.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    10. Miscellaneous;
      Notices.
      The
      headings in this Warrant are for purposes of convenience and reference only,
      and
      shall not be deemed to constitute a part hereof. Neither this Warrant nor any
      term of this Warrant may be changed or waived except by an instrument in writing
      signed by the Company and the Holder of this Warrant. Any notice, request or
      other communication required or permitted hereunder shall be in writing and
      shall be deemed to have been duly given if personally delivered or mailed by
      registered or certified mail, postage prepaid, or by recognized overnight
      courier, personal delivery or facsimile transmission at the respective addresses
      or facsimile number of the parties as set forth in or otherwise designated
      by
      either party pursuant to the Purchase Agreement or on the register maintained
      by
      the Company. Any party hereto may by notice so given change its address or
      facsimile number for future notice hereunder. Any and all notices or other
      communications or deliveries required or permitted to be provided hereunder
      shall be in writing and shall be deemed given and effective on the earliest
      of
      (a) the date of transmission, if such notice or communication is delivered
      via
      facsimile or email at the facsimile number or email address specified in this
      Section prior to 6:30 p.m. (Eastern time) on a Trading Day, (b) the next Trading
      Day after the date of transmission, if such notice or communication is delivered
      via facsimile or email at the facsimile number or email address specified in
      this Section on a day that is not a Trading Day or later than 6:30 p.m. (Eastern
      time) on any Trading Day, (c) the Trading Day following the date of deposit
      with
      a nationally recognized overnight courier service, or (d) upon actual receipt
      by
      the party to whom such notice is required to be given.

     

    11. Severability. 
      The
      invalidity or unenforceability of any provision of this Warrant in any
      jurisdiction shall not affect the validity or enforceability of such provision
      in any other jurisdiction, or affect any other provision of this Warrant, which
      shall remain in full force and effect.

    


    [Signature
      Page to follow]


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    In
      Witness Whereof,
      the
      Company has caused this Warrant to be executed by its duly authorized officer
      as
      of the date first written above.

     

    
      	
              PhotoMedex,
                Inc.

            
	 	 
	
              By:

            	   

	 	
              Name:

            
	 	
              Title:

            
	 	 
	 	
              Address:

            
	 	 
	 	
              Facsimile:

            


    

    


    [Signature
      Page to Warrant]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Annex
      A


    NOTICE
      OF EXERCISE/CONVERSION

     

    TO:
      Photomedex, Inc.

     

    
      	
            	1.	
              The
                undersigned hereby elects to (check and complete only one option):
                

            


    

     

    
      	
              □ 

            	
              purchase
                ____________
                Warrant Shares of PhotoMedex, Inc. pursuant to the terms of the attached
                Warrant, and tenders herewith payment of the purchase price in full;
                

               

              OR

            
	
              □

               

            	
               

              acquire ____________
                Warrant
                Shares of PhotoMedex, Inc. pursuant to Section 6 of the attached
                Warrant,
                by conversion of ______ percent (___%) of the
                Warrant.

            


    

     

    2.  Please
      issue a certificate or certificates representing said Warrant Shares in the
      name
      of the undersigned or in such other name as is specified below: 

     

    
      	
                 
                

            
	
              (Name)

            
	 
	
                
                

            
	
              (Address)

            


    

     

    
      	
               

            	
            	  

	
              (Date)
                 

            	 	(Name
              of Warrant Holder)
	 	 	 	 
	
               

            	 	By:	
                 
                

            
	 	 	 	 
	
               

            	
            	
              Title: