Exhibit 10.45
                                TrueNorthCapital

                                                                   John H. Klein
                                                                   Chairman



                                                 October 28, 2003



Jeff O'Donnell
Chief Executive Officer
PhotoMedex, Inc.
147 Keystone Drive
Montgomeryville, PA 18936


Jeff,

Kindly let this letter  serve to amend and restate our prior  engagement  letter
dated August 20, 2003 and effective October 1, 2003.

The opportunity  exists to build on PhotoMedex's  recent progress,  increase the
probability  of achieving  this year's plan and most  importantly  to accelerate
growth in shareholder value. In order to accelerate growth in shareholder value,
we propose the following  approach  with a team that focuses on the  opportunity
for PhotoMedex.

APPROACH
TNC proposes to assist PhotoMedex by:

  1.     Assisting  in the  development  and  evaluation  of the  strategic  and
         financial merits of the acquisition/licensing paths discussed with you
  2.     Originating  potential companies  which, to date, include the companies
         listed  in  the  document  entitled  "Target Company Log and Task List"
         dated November 13, 2003
  3.     Assisting  PhotoMedex and the company's appointed legal advisors in the
         negotiating and due diligence for each potential transaction
  4.     Assisting with  originating  merchant  banking services to help finance
         M&A and licensing transactions

THE TEAM
The core team that will be responsible for this project will consist of
John  Klein,  Aram  Moezinia,  Lewis  Tepper,  Debbie  Smook and  Arash  Gohari.
Biographical information on the core team members is available on request.

<TABLE>
<CAPTION>

                                     Managing Directors and Professional Staff
--------------------------------- -------------------------------- -----------------------------------
              Name                             Title                       Relevant Expertise
--------------------------------- -------------------------------- -----------------------------------
<S>     <C>                             <C>                        <C>

         John H. Klein                       Chairman                 Financing and M&A specialist

         Aram Moezinia                   Managing Director            Financing and M&A specialist
                                           North America

                                                                   Medical   supply,   equipment  and
          Debbie Smook                    Vice President           device   specialist;   advisor  to
                                                                   life science  companies  including
                                                                   Edwards   Life   Sciences,   Bard,
                                                                   Pfizer,  Becton Dickinson,  Boston
                                                                   Scientific,  Smith and Nephew, and
                                                                   numerous venture stage companies

          Lewis Tepper                       Director                Previously with Credit Suisse
                                                                     First Boston in the Healthcare
                                                                       Investment Banking Group,
                                                                           covering specialty
                                                                     pharmaceuticals, drug delivery
                                                                    and devices. Advised, structured
                                                                    and negotiated M&A transactions
                                                                     (including business strategy),
                                                                     public and private financings.

          Arash Gohari                       Director                  Seven years of valuation,
                                                                       portfolio management, and
                                                                     financial analysis experience
                                                                    with Lehman Brothers under Chief
                                                                      Investment Strategist, Jeff
                                                                               Applegate
</TABLE>


PRINCIPAL TERMS

In the event  PhotoMedex  completes an acquisition or merger  (completion  shall
refer to the date at which the final legal  transfer of ownership,  as set forth
in the  executed  definitive  asset  purchase,  stock  purchase,  merger,  joint
venture,  partnership  or  similar  agreement  associated  with the  transaction
occurs) with a company originated by TNC,  PhotoMedex will pay TNC a success fee
equal to the greater of (i) $250,000 and (ii) the sum of:

  o  5% of the aggregate purchase if the aggregate consideration is equal to
     or greater than $5MM and less than $10MM; plus
  o  3% of the  aggregate  consideration  from  $10MM to $50MM;  plus
  o  2.5% of the  aggregate  consideration  from  $50MM  to  $100MM;  plus
  o  2% of  the  aggregate consideration from $100MM to $150MM; plus
  o  1.5% of the aggregate  consideration  in excess of $150MM

EXPENSES
Effective  November 1, 2003,  TNC will not require  monthly  reimbursement  from
PhotoMedex of the expenses which TNC will incur in deploying the team, resources
and infrastructure  required to support the successful planning and execution of
this effort. Such expenses will be borne by TNC.

PhotoMedex has made a one-time  payment of $20,000 for October 2003 to reimburse
TNC for such  expenses.  This  payment  will not be  refundable  and will not be
offset against any success fee, which TNC may earn.

OUT-OF-POCKET EXPENSES
We  will  submit   out-of-ordinary   expenses   (together   with  receipts)  for
reimbursement by PhotoMedex (such as air travel,  train,  taxi, hotel, and third
party research costs,  etc.) at the end of each calendar  month.  These expenses
will not be  reimbursed  without  the  express  written  consent of  PhotoMedex.
Expenses  will be invoiced as incurred and will be due within five business days
of submission.  All expenses must be pre-approved by either Jeffrey F. O'Donnell
or Dennis M. McGrath.

TERMINATION
This agreement may be cancelled with thirty days written notice.

                                      * * *

If this letter accurately  amends and restates our engagement,  would you please
sign both copies, return one copy to me and retain one copy for your files.

Sincerely,


For and on behalf of True North Capital Ltd.
John H. Klein
Chairman
True North Capital Ltd.

Accepted for and on behalf of
PhotoMedex, Inc
147 Keystone Drive
Montgomeryville, PA 18936

Name:______________________________________________________

Title:________________________________________________________

Signature:____________________________________________________

Date:________________________________________________________