YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING FACTORS, IN ADDITION TO THE OTHER INFORMATION INCLUDED ELSEWHERE IN THIS JOINT PROXY STATEMENT/PROSPECTUS AND THE DOCUMENTS THAT PHOTOMEDEX AND PROCYTE HAVE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, IN CONSIDERING WHAT ACTION TO TAKE IN CONNECTION WITH THE MERGER. UNLESS THE CONTEXT REQUIRES OTHERWISE, THE USE OF THE COMBINED COMPANY OR PHOTOMEDEX REFERS TO THE COMBINED COMPANY OF PHOTOMEDEX AND PROCYTE AFTER GIVING EFFECT TO THE MERGER. IN ADDITION, YOU SHOULD READ AND CONSIDER THE RISKS ASSOCIATED WITH EACH OF THE BUSINESSES OF PHOTOMEDEX AND PROCYTE BECAUSE THESE RISKS WILL ALSO AFFECT THE COMBINED COMPANY. THESE RISKS CAN BE FOUND IN OUR RESPECTIVE ANNUAL REPORTS ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2003, AND IN THE CASE OF PROCYTE, PROCYTE'S FORM 10-Q FOR THE PERIOD ENDED SEPTEMBER 30, 2004,   WHICH ARE FILED WITH THE SEC AND INCORPORATED BY REFERENCE INTO THIS JOINT PROXY STATEMENT/PROSPECTUS, AND, IN THE CASE OF PROCYTE, DELIVERED HEREWITH. ADDITIONAL RISKS AND UNCERTAINTIES NOT PRESENTLY KNOWN TO PHOTOMEDEX AND PROCYTE OR THAT ARE NOT CURRENTLY BELIEVED TO BE IMPORTANT TO YOU ALSO MAY ADVERSELY AFFECT THE MERGER.