RESTRICTED STOCK AGREEMENT

THIS RESTRICTED STOCK AGREEMENT (the “Restricted Stock Agreement”) is made and entered into as of June 15, 2009 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. The Purchaser has an Employment Agreement, dated September 1, 2007, with the Company.

(a)             Issuance. On the terms and conditions set forth in this Restricted Stock Agreement, the Company agrees to issue Seventeen Thousand Five Hundred (17,500) 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.

(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 may exercise its Right of Repurchase only during the earlier to occur of: (i) the Repurchase Period following the termination of the Purchaser's Service, or (ii) the Repurchase Period following the failure of the Restricted Shares to vest as of December 31, 2010. The Right of Repurchase may be exercised automatically under Section 2(d) below.

(i)           Except as otherwise provided in Section 2(b)(ii), the Right of Repurchase shall lapse with respect to all Restricted Shares, and the Purchaser’s rights in such Shares shall be vested, if the Company has  adjusted net income (“2010 Adjusted Net Income”) equal to or greater than zero for the Company’s fiscal year ended December 31, 2010. For purposes of this Section 2(b)(i), the 2010 Adjusted Net Income shall be “net income after income taxes”, based on the audited financial statements of PhotoMedex, Inc. and Subsidiaries for the year ended December 31, 2010, excluding income or expense, on a post-tax basis, from stock options or warrants on the Company stock. In the event that the Company does not achieve 2010 Adjusted Net Income, then the Company shall have until June 30, 2011, to repurchase the restricted shares.

(ii)           Notwithstanding Section 2(b)(i), the Restricted Shares may vest, and the Right of Repurchase may lapse, sooner under Sections 6(c)(6) and 10(a) of the Purchaser’s Employment Agreement with the Company.

(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 or her 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