Section 3.8 of the Photomedex Technology Disclosure Schedule correctly lists each Permit that is material to the operation of the Company as conducted immediately prior to the Closing, together with the name of the Governmental Entity issuing such Permit.  Each such Permit is valid and in full force and effect, the Company is not in default in any material respect under, and, to PHMD’s Knowledge, no condition exists that with notice or lapse of time or both would constitute a default under, any such Permit and none of such Permits will be terminated, become terminable or otherwise be materially and adversely affected solely as a result of the transactions contemplated hereby.  The Company has made all material filings with Governmental Entities necessary to conduct and operate the Company Business as currently conducted or operated and to own or use its assets in the manner in which such assets are currently owned or used.  The Company is in compliance with all applicable Legal Requirements relating to the operation of the Company Business, except where non-compliance could not have a Material Adverse Effect.