EXHIBIT 10.3

                       South Carolina Medical Director And
             Administrative Services Agreement dated March 29, 2000




                                       42

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                       SOUTH CAROLINA MEDICAL DIRECTOR AND
                        ADMINISTRATIVE SERVICES AGREEMENT
                            (Independent Contractor)

     This South Carolina Medical Director and Administrative  Services Agreement
("Agreement")  is entered into as of March ___, 2000  ("Effective  Date") by and
among  LIGHTTOUCH  VEIN & LASER  OF  SOUTH  CAROLINA,  INC.,  a  South  Carolina
corporation ("LightTouch") and Harley F. Freiberger, M.D. ("Physician").

                                    RECITALS

     A.  Physician  operates  a  medical  practice  and  has  entered  into  and
throughout  the term of this  Agreement may continue to enter into  arrangements
with  insurers,  HMOs and other  third-party  payors  ("Payors")  to  provide or
arrange for the  provision of health care  services to persons  covered by those
Payors ("Enrollees").

     B. Physician may enter into independent contractor or employment agreements
with  various  physicians  and other  health  care  providers  and  health  care
professionals  licensed in South Carolina  ("Providers")  to assist Physician in
providing or arranging  for the  provision of health care  services to Enrollees
and  other  patients  of  Physician  (collectively,  "Patients")  on  behalf  of
LightTouch.

     C.  LightTouch is a wholly owned  subsidiary  of  LightTouch  Vein & Laser,
Inc., a Nevada corporation ("LTVL").

     D. LTVL  engages in the  business of owning  laser  centers  and  providing
certain administrative and support services concerning the day-to-day affairs of
medical practices and has established  existing laser centers ("Centers") at the
sites listed on EXHIBIT A, including the center  located at 29 Gamecock  Avenue,
Charleston,  South  Carolina  operated  by  LightTouch  under the  direction  of
Physician (the "South Carolina Center").

     E. LightTouch  desires to engage  Physician to serve as medical director of
the South Carolina Center,  and Physician desires to obtain the use of the South
Carolina Center for its practice and the  administrative  services of LightTouch
and LTVL.

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and conditions
contained herein, the parties agrees as follows:

                        I. RESPONSIBILITIES OF PHYSICIAN

     1.1  MEDICAL  DIRECTOR.  Physician  shall  assume  responsibility  for  the
professional  medical services rendered at the South Carolina Center.  Physician
shall assist  LightTouch  in the proper  operation  and  management of the South
Carolina Center.  Physician agrees to provide  professional  medical services to
Patients at the South Carolina Center and provide medical direction  services at
the South  Carolina  Center


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during the hours of operation of the South Carolina Center.  Physician's  duties
as  medical   director  of  the  South   Carolina   Center  shall   include  the
responsibilities  listed on EXHIBIT B. It is understood  that all of Physician's
responsibilities  under this Agreement are as that of the local medical director
of  LightTouch  located  at the  South  Carolina  Center  and are  not  personal
obligations of Physician.  All references to Physician  shall be in his capacity
as an independent contractor working as an agent for and on behalf of LightTouch
as the medical  director of the South Carolina  Center.  Physician  shall be the
president and sole director of LightTouch.

     1.2  RESPONSIBILITY FOR ALL MEDICAL AND PROFESSIONAL  MATTERS.  All medical
and  professional  matters  relating  to the  operations  of the South  Carolina
Center,  and the  performance  of medical  services  for  Patients  shall be the
responsibility  of Physician with the  administrative  support of LightTouch and
LTVL.  Physician shall use and occupy the South Carolina Center  exclusively for
the practice of medicine and related cosmetic  procedures.  Physician  expressly
acknowledges  that  the  medical  practice  or  practices   conducted  at  these
facilities shall be conducted solely by Physician and the Providers.

     1.3 PROVIDERS.  Unless otherwise agreed to by the parties,  Physician shall
have complete control of the hiring,  engagement,  supervision  evaluation,  and
termination of all Providers,  although at the request of Physician,  LightTouch
shall  consult  with  Physician   respecting  such  matters.   With  respect  to
physicians,  Physician  shall only employ and contract with licensed  physicians
meeting applicable credentialing guidelines established by Physician.  Physician
shall be  responsible  for the  payment of  salaries  and  wages,  compensation,
payroll  taxes,  employee  benefits,  and all  other  taxes and  charges  now or
hereafter  applicable to Providers and other licensed  health care  professional
personnel employed by Physician;  provided,  however, LightTouch shall reimburse
Physician  for all such  payments  and  expenses  on a monthly  basis.  All such
reimbursements shall be paid to Physician by LightTouch promptly upon receipt of
an invoice therefor.  Physician shall consult with LightTouch with regard to the
terms of contracts  entered  into  between  Physician  and  Providers,  or other
licensed  health care  professional  employees  and the terms and  conditions of
their employment or engagement as independent contractors, as applicable.

     1.4 PAYOR  AGREEMENTS.  Physician  shall continue to operate and maintain a
separate  medical practice at the South Carolina Center for so long as Physician
desires for which he provided  services to Enrollees which are paid, at least in
part,  by  third-party  Payors.  Physician  may operate such practice in his own
name,  under  Charleston  Dermatology  and Cosmetic  Surgery Center or any other
professional  business  entity.  All fees  received for such  services  shall be
deposited  into  Physician's  separate  account and deemed  income to Physician.
Physician  shall  thereafter  pay all of such income to LightTouch as an expense
for use of LightTouch's facilities at the South Carolina Center.

     1.5 COMPLIANCE  WITH LAW.  Physician  shall require all of the Providers at
the South Carolina Center to comply with all laws, regulations,  and ethical and
professional standards applicable to the practice of medicine. Providers who are
physicians  shall at all times be licensed to practice  medicine in the State of
South Carolina and all others states


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at  which  such  physician  provides  patients  medical  services  at a  Center.
Likewise,  LightTouch  shall also comply with all laws,  rules,  regulations and
ethical and professional  standards  applicable to the South Carolina Center and
the practices employed therein.

     1.6 CENTERS; HOURS OF OPERATION;  STAFFING.  Changes in or additions to the
Centers at which  Physician  provides  medical  director  services  and conducts
medical  practices shall require the consent of both parties which consent shall
not be unreasonably withheld. The hours of operation and the medical staffing of
the South  Carolina  Center shall be mutually  established  by the  agreement of
Physician and LightTouch from time to time hereafter.

     1.7 QUALITY ASSURANCE.  Physician shall monitor  utilization and quality of
services provided by Providers,  shall develop,  maintain and administer quality
assurance programs and performance  standards and shall take all steps necessary
to remedy any and all  deficiencies  in the efficiency or the quality of medical
care provided.

     1.8 PATIENT  REFERRALS.  The parties  agree that the  benefits to Physician
hereunder do not require, are not payment for, and are not in any way contingent
upon the admission,  referral or any other arrangements for the provision of any
item or service  offered by  LightTouch or any Affiliate of LightTouch to any of
Physician's  Patients  in any  facility  or  laboratory  controlled,  managed or
operated by LightTouch or any Affiliate of LightTouch.

     1.9 PROFESSIONAL INSURANCE  ELIGIBILITY.  Physician shall obtain and retain
professional  liability insurance.  LightTouch shall reimburse Physician for all
such expenses  promptly  upon receipt of an invoice  therefor.  Physician  shall
terminate  any  Provider  who is not  insurable  or loses  his or her  insurance
eligibility.  Termination  shall be effective no more than thirty (30) days from
such  determination.  Physician shall require all Providers to participate in an
on-going  risk  management  program.  It is  understood  that  Physician and its
Providers  who are  physicians  shall,  at all times be covered  by  malpractice
insurance with coverage in usual and customary  amounts for practitioners of the
same  profession and  specialties  in South  Carolina and, if applicable,  other
states, the expense of which shall be reimbursed by LightTouch.  Physician shall
ensure that its written  agreements  with Providers who are  physicians  require
such  physicians to at all times be covered by malpractice  insurance in amounts
that are  usual and  customary  for  practitioners  of the same  profession  and
specialty in South Carolina and, if applicable,  other states.  Such malpractice
policies shall name LightTouch as an additional insured.

                       II. RESPONSIBILITIES OF LIGHTTOUCH

     2.1  RESPONSIBILITIES  WITH  REGARD TO  SELECTED  PATIENT-RELATED  MATTERS.


          (a)  PATIENT  RELATIONS,  SCHEDULING,  ETC.  LightTouch  shall  assist
Physician in maintaining  positive Patient  relations by, among other things, in
conjunction  with  and  at  the  direction  of  Physician:   scheduling  Patient
appointments;  responding to Patient


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grievances and complaints in matters other than medical  evaluation,  diagnosis,
and treatment.

          (b)  RECORDKEEPING.  LightTouch  shall assist Physician is maintaining
Patient   medical   records  in  accordance   with  applicable  laws  concerning
Physician's  Providers and other  appropriate  recipients.  Notwithstanding  the
foregoing  sentence,  Patient  medical  records  shall be and shall  remain  the
property of Physician,  and the content thereof shall be the  responsibility  of
Physician.

          (c)  QUALITY   ASSURANCE.   LightTouch  shall  assist  Physician,   in
accordance  with criteria  established  by  Physician,  in the  development  and
implementation of appropriate quality assurance programs,  including development
of performance and utilization  standards,  sampling techniques for case review,
and  preparation  of  appropriately  documented  studies.   Notwithstanding  the
foregoing, LightTouch shall not perform any duties that constitute the corporate
practice of medicine.

     2.2  BILLING.  LightTouch  shall  submit  on a timely  basis  all bills and
necessary  documentation  required  by  Patients  and  Payors in order to obtain
payment in connection with  Physician's  delivery of health care services at the
South Carolina Center or its  arrangement for the delivery of such services.  In
seeking such payment,  LightTouch  shall act as Physician's  exclusive  agent in
billing and  collecting  professional  fees,  charges and other  amounts owed to
Physician  for service  rendered by it and its  Providers at the South  Carolina
Center.  In this connection,  Physician hereby appoints  LightTouch,  during the
term of this Agreement,  as Physician's true and lawful  attorney-in-fact,  with
power of substitution, for the following purposes relating to the South Carolina
Center:

               (i) To bill  Physician's  Patients on Physician's  behalf and the
South Carolina Center's.

               (ii) To collect accounts receivable generated by such billings on
Physician's  and the South Carolina  Center's  behalf,  including,  where deemed
appropriate  by LightTouch  and approved in advance by  Physician,  settling and
compromising  claims,  assigning such accounts receivable to a collection agency
or the  bringing  of legal  action  against  a Patient  or Payor on  Physician's
behalf.

               (iii) To receive  payments on behalf of  Physician  and the South
Carolina Center from Patients and Payors, to cause such payments to be deposited
into  appropriate   depository   accounts  (each  such  depository   account,  a
"Collections Account").

         2.3      OTHER RESPONSIBILITES.

          (a) INSURANCE. LightTouch shall obtain and maintain during the term of
this  Agreement (a) property  damage  insurance  protecting  the South  Carolina
Center's premises and the personal property located therein against such hazards
and in such amounts as LightTouch  determines  are reasonably  prudent;  and (b)
general  liability



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insurance in such amounts as LightTouch  and Physician  determine are reasonably
prudent.

          (b) PERSONNEL.  LightTouch shall furnish the services of all personnel
other  than  physicians,  nurses,  physician  assistants  or other  health  care
professionals required for the operation of the South Carolina Center. Except as
specifically  provided  in this  SECTION  2.3(B),  LightTouch  has the  power to
recruit,  hire,  train,  promote,  assign,  set the compensation  level for, and
discharge all nonprofessional  personnel. Any nonprofessional personnel employed
by  LightTouch  who perform  patient care  services  shall perform such services
under the exclusive direction,  supervision and control of Physician,  while all
other services of LightTouch  personnel  shall be performed  under the exclusive
direction,  supervision and control of LightTouch.  If Physician is dissatisfied
with the  services of any  personnel  employed by  LightTouch,  Physician  shall
consult with LightTouch.  LightTouch  shall in good faith determine  whether the
performance  of that  employee  could be brought to  acceptable  levels  through
counsel and  assistance,  or whether,  if requested by Physician  (provided that
such employee is not an officer or senior manager of LTVL), such employee should
be removed from providing  services for Physician and the South Carolina Center.
Employee assignments shall be made with the intention of assuring consistent and
continued rendering of high quality medical support service and to ensure prompt
availability  and  accessibility  of  individual  medical  support  personnel to
physicians  in  order  to  develop   constant,   familiar  and  routine  working
relationships  between  individual  physicians  and  individual  members  of the
medical support personnel.

     2.4  PROFESSIONAL  DUES  AND  EDUCATION   EXPENSES.   LightTouch  shall  be
responsible  for  the  cost  of  membership  in  professional  associations  and
continuing  professional  education for Physician and its  Providers.  Physician
shall ensure that each of its Providers  participates in such continuing medical
education as is necessary for such provider to remain current with  professional
licensure and community standards.

     2.5 FEES FOR PROFESSIONAL SERVICES.  LightTouch shall be solely responsible
for legal,  accounting and other professional  services incurred by Physician in
operating the South Carolina Center absent a material  violation by Physician of
any provisions of this Agreement.

     2.6  ACCOUNTING.  LightTouch  shall direct and maintain the operation of an
appropriate accounting system with respect to Physician's operation of the South
Carolina  Center and shall  perform  all  bookkeeping  and  accounting  services
required  for  the  operation  of  the  South  Carolina  Center,  including  the
maintenance,  custody and supervision of business records,  ledgers and reports;
the establishment,  administration and implementation of accounting  procedures,
controls and systems.

                           III. FINANCIAL ARRANGEMENTS

     3.1  COMPENSATION.  LightTouch shall pay to Physician the amount LightTouch
collects on behalf of Physician  hereunder.  In  recognition  of the services of
Physician


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hereunder,  including  services  as medical  director,  LightTouch  shall pay to
Physician  the  compensation   salary  and  benefits  set  forth  below.  Within
forty-five (45) days of the end of each calendar quarter and ninety (90) days of
each  calendar  year,  LightTouch  will  reconcile the amount due to, or payable
from,  Physician  for such quarter and year,  determined by comparing the amount
paid to  Physician  during  such  quarter  against  the  actual  collections  by
LightTouch  on  Physician's  behalf.  Physician  shall earn and be  entitled  to
receive all of the first $40,000.00 of the cash flow received by LightTouch each
and every month for the first  twenty-four  months (or for such longer period as
necessary if the Promissory  Note from  LightTouch to Physician dated March ___,
2000 (the "Note") has not been paid in full).  All of the cash flow  received by
LightTouch  above  $40,000.00  per month up to $55,000.00  per month during such
period  shall be retained by  LightTouch  and  distributed  to its parent  LTVL,
unless LTVL consents to such profits being  retained by  LightTouch.  All of the
cash  flow in  excess  of  $55,000.00  shall be  shared  between  Physician  and
LightTouch  on a  50/50  basis  (with  50%  of the  additional  cash  flow  over
$55,000.00 per month going to the account of Physician and 50% of the additional
cash flow over  $55,000.00  per month going to the account of  LightTouch).  For
purposes of this Section,  cash flow shall mean: Net cash flows shall be defined
as net income,  including  facility rental income  calculated  using the accrual
method of accounting  subject to the rules and provisions of Generally  Accepted
Accounting   Principles   (GAAP)  before  income  taxes  and  Physician's  total
compensation for the period being reported.. After such initial twenty-four (24)
month  period  (or such  longer  period  if the Note has not been paid in full),
Physician shall be paid a guaranteed  minimum annual salary of $175,000.00  plus
50% of all of the cash flow of LightTouch.

                  IV. REPRESENTATIONS AND WARRANTIES; COVENANTS

     4.1 COVENANTS AND WARRANTIES OF LIGHTTOUCH.  LightTouch  hereby  represents
and warrants to Physician as follows:

          (a) LightTouch is and shall remain during the term of this Agreement a
corporation which is duly organized, validly existing and in good standing under
the laws of the State of South  Carolina,  possessing  full corporate  power and
authority to own its properties and to conduct the business in which it engages.

          (b) LightTouch  has full corporate  power and authority to execute and
deliver  this  Agreement  and to  engage  in the  transactions  and  obligations
contemplated  by this  Agreement.  Upon  its  execution,  this  Agreement  shall
constitute  a  valid  and  binding  obligation  of  LightTouch,  enforceable  in
accordance  with  its  terms,  except  as  limited  by  applicable   bankruptcy,
insolvency,  moratorium, or other similar laws affecting generally the rights of
creditors and by principles of equity.  The party  executing  this  Agreement on
behalf of LightTouch is duly authorized to do so.

          (c)  The  consummation  of  the  transactions   contemplated  by  this
Agreement will not: result in any breach of the terms,  provisions or conditions
of or constitute a default under the  Certificate of  Incorporation,  By-Laws or
other enabling or governing  instruments of LightTouch or any agreement to which
LightTouch  is a party or


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by which it is bound;  or, to the best  knowledge  of  LightTouch,  constitute a
violation of any applicable law or regulation.

                             V. TERM AND TERMINATION

     5.1 TERM.  This  Agreement  shall  commence on the Effective Date and shall
continue for a period of ten (10) years,  unless sooner  terminated  pursuant to
this Article V.  Thereafter,  this  Agreement  shall  automatically  continue in
effect for additional terms of five (5) years each, unless either party notifies
the other in  writing  not less than six (6)  months  or more than  twelve  (12)
months prior to the  expiration of the term or any renewal term of its intent to
terminate  this  Agreement at the end of such term, or unless this  Agreement is
terminated  pursuant  to  Section  5.2,  Section  5.3 or  Section  8.10  hereof.
Notwithstanding  the foregoing,  if at any time Medical Director determines that
his  responsibilities  hereunder  are  interfering  with  the  operation  of his
practice  and the  performance  of his duties at the South  Carolina  Center and
LightTouch  fails to provide  assistance  satisfactory  to Medical  Director  at
LightTouch's  expense  within  thirty (30) days of Medical  Director's  request,
Medical Director may terminate this Agreement upon the expiration of such thirty
(30) day period.

     5.2 EVENTS OF DEFAULT.  Each of the following shall constitute an "Event of
Default" (the party causing such default is referred to as the "Breaching Party"
and the other party is referred to as the "Non-Breaching Party"):

          (a) The Breaching Party fails to make any payment  required under this
Agreement.

          (b) The  Breaching  Party fails to observe or  otherwise  breaches any
material term, condition, covenant, or warranty of this Agreement.

     5.3  TERMINATION.  Subject  to  the  provisions  of  this  Article  V,  The
Non-Breaching Party may terminate this Agreement upon the occurrence of an Event
of Default in accordance with the following:

          (a) In the event of the occurrence of an Event of Default  referred to
in Section  5.2(a)  above,  upon the  expiration  of ten (10) days after written
notice,  which notice  shall  specify the amount of such payment and when it was
due, unless the amount due is paid within such ten (10) days.

          (b) In the event of the occurrence of any other Event of Default, upon
the  expiration  of sixty (60) days after  written  notice,  which  notice shall
specify the nature and extent of such Event of Default to the  Breaching  Party,
unless such Event of Default is remedied  within such sixty (60) days or, in the
case of an Event of Default  which cannot  reasonably  be remedied  within sixty
(60) days,  unless the Breaching  Party has made a good faith effort to begin to
cure such Event of Default within such sixty (60) days.


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     5.4   DUTIES   UPON   TERMINATION   OR   EXPIRATION   OF  THIS   AGREEMENT.

          (a) If this  Agreement is terminated  upon  expiration of its term, or
earlier as provided in Sections 5.3 or 8.10:

               (i)  Neither  party  shall be  released  or  discharged  from any
obligation,  debt or liability which has previously accrued or been incurred and
remains to be performed upon the date of termination or expiration;

               (ii) Any sums of money  owing by one party to the other  shall be
paid immediately;

               (iii)  Physician  shall return to  LightTouch  all  originals and
copies of the Proprietary  Information of any of the Protected Parties (as those
terms are defined in Article VI) which are in the possession of Physician or any
other person or entity to whom it has delivered such originals and copies; and

               (iv) Damages and any other remedies available at law or in equity
may be sought and collected by the Non-Breaching  Party from the Breaching Party
in the event of a termination pursuant to Section 5.3 hereof.

                            VI. RESTRICTIVE COVENANTS

     6.1  COVENANT  REGARDING  PROPRIETARY  INFORMATION.  In the  course  of the
relationship  created pursuant to this Agreement,  Physician will have access to
certain  methods,  trade  secrets,   processes,   ideas,  systems,   procedures,
inventions,  discoveries,  concepts,  software in various stages of development,
designs,  drawings,  specifications,  models, data,  documents,  diagrams,  flow
charts,  research,  economic and financial analysis,  developments,  procedures,
know-how,  policy manuals,  financial  data, form contracts,  marketing ad other
techniques,   plans,  materials,   forms,   copyrightable  materials  and  trade
information  regarding the  operations of  LightTouch  and/or of its  Affiliates
(collectively,  the  "Protected  Parties").  The  foregoing,  together  with the
existence  and terms of this  Agreement,  are  referred to in this  Agreement as
"Proprietary  Information".   Physician  shall  maintain  all  such  Proprietary
Information  in strict  secrecy and shall not divulge  such  information  to any
third parties,  except as may be necessary for the discharge of its  obligations
under this Agreement.  Physician shall take all necessary and proper precautions
against disclosure of any Proprietary Information to unauthorized persons by any
of its  officers,  directors,  employees  or agents.  All  officers,  directors,
employees  and agents of  Physician  who will have access to all or any party of
the  Proprietary  Information  may be required to execute an  agreement,  at the
reasonable  request of LightTouch,  valid under the law of the  jurisdiction  in
which such agreement is executed, and in a form acceptable to LightTouch and its
counsel, committing themselves to maintain the Proprietary Information in strict
confidence  and not to disclose  it to any  unauthorized  person or entity.  The
Protected Parties not party to this Agreement are hereby specifically made third
party  beneficiaries  of this  Section  6.1,  with  the  power  to  enforce  the
provisions hereof. Upon termination of this Agreement for any reason,



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Physician and each of its Employed  Providers and  Contracting  Providers  shall
cease all use of any of the  Proprietary  Information  and,  at the  request  of
LightTouch,  shall  execute  such  documents  as may be  necessary  to  evidence
Physician's  abandonment  of any claim  thereto.  The parties  recognize  that a
breach of this Section 6.1 cannot be adequately compensated in money damages and
therefore  agree that  injunctive  relief shall be  available  to the  Protected
Parties as their respective interests may appear.

     The  obligations  of  Physician  under this  Section 6.1 shall not apply to
information: (i) which is a matter of public knowledge on or becomes a matter of
public  knowledge  after the Effective Date of this  Agreement,  other than as a
breach  of the  confidentiality  terms of this  Agreement  or as a breach of the
confidentiality terms of any other agreement between Physician and LightTouch or
its Affiliates;  or (ii) was lawfully obtained by Physician on a nonconfidential
basis other than in the course of performance under this Agreement and from some
entity other than  LightTouch  or its  Affiliates or from some person other than
one employed or engaged by LightTouch or its Affiliates,  which entity or person
has no obligation of confidentiality to LightTouch or its Affiliates.

     6.2 COVENANTS NOT TO COMPETE  DURING THE TERM.  The parties  recognize that
the services to be provided by  LightTouch  shall be feasible  only if Physician
operates an active medical practice to which Physician and Providers devote full
time and  attention.  During  the term of this  Agreement,  Physician  shall not
establish,  operate or provide  physician or other  health care  services at any
medical  office,  clinic  or  other  health  care  facility  providing  services
substantially  similar to those provided by Physician pursuant to this Agreement
anywhere  other  than  at the  Centers  and as may be  approved  in  writing  by
LightTouch.  Physician  shall  also not  enter  into  any  medical  director  or
management or administrative  services  agreement or arrangement with any person
or entity other than  LightTouch  or LTVL  without  LightTouch's  prior  written
approval.   Provided,  however,  the  foregoing  is  in  no  way  intended  from
prohibiting  Physician from operating a separate  medical  practice at the South
Carolina Center under the trade name Charleston Dermatology and Cosmetic Surgery
Center or a similar  business  entity,  its successors  and assigns,  LightTouch
acknowledges  that Physician will be performing  medical  services  separate and
apart from those which he performs on behalf of LightTouch,  including,  without
limitation,  services  performed for Enrollees for which payment is made through
third-party Payors.

          6.3  COVENANT  NOT TO  SOLICIT.  During  the  term of this  Agreement,
Physician shall not:

          (a) Directly or  indirectly  solicit,  recruit or hire,  or induce any
party to solicit,  recruit or hire any person who is an employee  of, or who has
entered into an  independent  contractor  arrangement  with,  LightTouch  or any
Affiliate of LightTouch (excluding any person who performs patient services);

          (b) Directly or indirectly, whether for itself or for any other person
or entity, call upon, solicit,  divert or take away, or attempt to solicit, call
upon, divert or take away any of LightTouch's  customers,  business, or clients;
or



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          (c)  Disrupt,  damage,  impair  or  interfere  with  the  business  of
LightTouch.

     6.4 ENFORCEMENT.  LightTouch and Physician acknowledge and agree that since
a remedy at law for any breach or  attempted  breach of the  provisions  of this
Article VI or of Article VII shall be inadequate, either party shall be entitled
to specific  performance and injunctive or other equitable relief in case of any
such breach or  attempted  breach,  in addition to whatever  other  remedies may
exist by law. All parties hereto also waive any  requirement for the securing or
posting of any bond in connection  with the obtaining of any such  injunctive or
other equitable  relief.  If any provision of Article VI or Article VII relating
to the restrictive period,  scope of activity restricted and/or other provisions
described  therein  shall be declared by a court of  competent  jurisdiction  to
exceed the maximum time period,  scope of activity  restricted  or  geographical
area such court deems reasonable and enforceable  under applicable law, the time
period,  scope of activity restricted and/or area of restriction held reasonable
and enforceable by the court shall thereafter be the restrictive  period,  scope
of  activity  restricted  and/or the  territory  applicable  to the  restrictive
covenant  provisions  in this Article VI or Article VII in any respect shall not
affect the  validity or  enforceability  of the  remainder of this Article VI or
Article VII or of any other provisions of this Agreement.

                          VII. INFORMATION AND RECORDS

7.1  OWNERSHIP  OF  RECORDS.  At all  times  during  and  after the term of this
Agreement,  including any extensions or renewals hereof,  all business  records,
including but not limited to,  business  agreements,  books of account,  general
administrative  records and all information  generated under or contained in the
management information system pertaining to LightTouch's  obligations hereunder,
and other business information of any kind or nature, except for Patient medical
records and Physician's Records (as defined in Section 7.2 below),  shall be and
remain the sole property of LightTouch;  PROVIDED that after termination of this
Agreement  Physician shall be entitled to reasonable  access to such records and
information,  including  the right to obtain  copies  thereof,  for any  purpose
related to patient care or the defense of any claim  relating to patient care or
the business of LightTouch or Physician.

     7.2  PHYSICIAN'S  BUSINESS AND FINANCIAL  RECORDS.  At all times during and
after the term of this Agreement, the financial, corporate and personnel records
and  information   relating  exclusively  to  the  business  and  activities  of
Physician,  as  distinguished  from the  business  and  activity of  LightTouch,
hereinafter  referred to as "Physician's  Records," shall be and remain the sole
property of Physician.

     7.3 ACCESS TO RECORDS. Each party shall be entitled,  upon request and with
reasonable  advance  notice,  to obtain access to all records of the other party
directly



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<PAGE>


related  to the  performance  of  such  party's  obligations  pursuant  to  this
Agreement;  provided,  however,  that such  right  shall not allow for access to
records  that  must  necessarily  be kept  confidential.  Either  party,  at its
expense,  shall  have the right to make  copies of any  records  to which it has
access pursuant to this Section.

     7.4  CONFIDENTIALITY  OF  RECORDS.  LightTouch  and  Physician  shall adopt
procedures for maintaining the  confidentiality  of the records  relating to the
operations  of  LightTouch  and Physician  which do not  constitute  Proprietary
Information,  which  information  is not  otherwise  available to third  parties
publicly  or by law,  and shall  comply  with all  applicable  federal and state
statutes and regulations  relating to such records.  Patient medical records and
other  privileged  Patient  information  shall not be  disclosed  or utilized by
Physician  or  LightTouch  or their  agents or  employees  except as required or
permitted by applicable laws and regulations.

                               VIII. MISCELLANEOUS

     8.1  INDEPENDENT  CONTRACTOR  STATUS OF PARTIES.  IN THE PERFORMANCE OF THE
WORK, DUTIES AND OBLIGATIONS UNDER THIS AGREEMENT, IT IS MUTUALLY UNDERSTOOD AND
AGREED THAT EACH PARTY IS AT ALL TIMES ACTING AND  PERFORMING AS AN  INDEPENDENT
CONTRACTOR  WITH RESPECT TO THE OTHER AND THAT NO  RELATIONSHIP  OF  PARTNERSHIP
JOINT VENTURE OR EMPLOYMENT IS CREATED BY THIS AGREEMENT. NEITHER PARTY, NOR ANY
OTHER  PERSON  PERFORMING  SERVICES  ON BEHALF OF SUCH  PARTY  PURSUANT  TO THIS
AGREEMENT,  SHALL  HAVE ANY RIGHT OR CLAIM  AGAINST  THE OTHER  PARTY FOR SOCIAL
SECURITY  BENEFITS,   WORKERS'  COMPENSATIONS  BENEFITS,   DISABILITY  BENEFITS,
UNEMPLOYMENT  INSURANCE BENEFITS,  HEALTH BENEFITS,  VACATION PAY, SICK LEAVE OR
ANY OTHER EMPLOYEE BENEFITS OF ANY KIND.

     8.2 NO WAIVER.  The waiver by any party to this  Agreement of any breach of
any term or  condition  of this  Agreement  shall  not  constitute  a waiver  of
subsequent  breaches.  No waiver by any party of any provision of this Agreement
shall be deemed to constitute a waiver of any other provision.

     8.3  NOTICES.  If, at any time after the  execution of this  Agreement,  it
shall become necessary or convenient for one of the parties to serve any notice,
demand  or  communication  upon  the  other  party,  such  notice,   demand,  or
communication shall be in writing and shall be served personally,  by nationally
recognized  overnight  courier which provides  confirmation  of delivery,  or by
depositing the same in the United States mail,  registered or certified,  return
receipt requested, postage prepaid and,

          (a) If intended for Physician, then the notice shall be addressed to:

               29 Gamecock Avenue
               Charleston, South Carolina 29407




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<PAGE>


               Attn: Harley F. Freiberger, M.D.

          (b) If intended for LightTouch, then the notice shall be addressed to:

               LightTouch Vein & Laser of South Carolina,  Inc.
               10663 Montgomery Road
               Cincinnati, Ohio 45242
               Attn: Greg Martini

or to such other  address as either party may have  furnished to the other party
in writing as the place for the service of notice. Any notice so mailed shall be
deemed to have been given  three (3) days after the same has been  deposited  in
the United States mail; when delivered if the same has been given personally; or
the next business day if the same has been delivered to a nationally  recognized
overnight courier service.

     8.4  ASSIGNMENT.  Neither party may sell,  transfer,  assign,  or otherwise
convey its rights or obligations  under this Agreement without the prior written
consent  of  the  other,  which  consent  shall  not be  unreasonably  withheld;
provided, however, Physician may assign this Agreement and all of his rights and
obligations hereunder to any professional corporation or similar business entity
wholly owned by Physician without the prior consent or approval of LightTouch or
LTVL.

     8.5  SUCCESSORS  AND ASSIGNS.  Subject to the  provisions of this Agreement
respecting  assignment,  the terms,  covenants and conditions  contained  herein
shall be binding upon and inure to the benefit of the  successors  and permitted
assigns of the parties hereto.

     8.6 SEVERABILITY. Nothing contained in this Agreement shall be construed to
require the  commission  of an act contrary to law,  and  whenever  there is any
conflict between any provision of this Agreement and any statute, law, ordinance
or regulation, the latter shall prevail. In such event, and in any case in which
any  provision of this  Agreement is determined to be in violation of a statute,
law, ordinance or regulation, the affected provision(s) shall be limited only to
the extent necessary to bring it within the requirements of the law and, insofar
as  possible  under  the  circumstances,  to  carry  out  the  purposes  of this
Agreement. The other provisions of this Agreement shall remain in full force and
effect, and the invalidity or unenforceability of any provision hereof shall not
affect  the  validity  and  enforceability  of  the  other  provisions  of  this
Agreement,  nor the availability of all remedies in law or equity to the parties
with respect to such other provisions.

     8.7 HEADINGS.  The headings used in the  Agreement are for  convenience  of
reference  only and  shall  have no  force  or  effect  in the  construction  or
interpretation of the provisions of this Agreement.




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<PAGE>

     8.8 TIME OF THE ESSENCE. Time is of the very essence of each and all of the
agreements, covenants and conditions of this Agreement.

     8.9 GOVERNING LAW. This Agreement  shall be interpreted in accordance  with
and governed by the laws of the State of Ohio, to the jurisdiction of which each
of the parties hereby submits.

     8.10 CONTRACT  MODIFICATIONS FOR PROSPECTIVE LEGAL EVENTS. In the event any
state or federal laws or  regulations,  now  existing or enacted or  promulgated
after  the  Effective  Date of  this  Agreement,  are  interpreted  by  judicial
decision,  a regulatory agency or legal counsel of both parties in such a manner
as to indicate that the structure of this  Agreement may be in violation of such
laws or  regulations  (a  "Structural  Issue"),  either party may terminate this
Agreement,  on not less than ninety (90) days written notice to the other party,
or negotiate and enter into an amendment of the  provisions of this Agreement in
such manner as to alleviate  such  violation.  In the event that the parties are
unable  to  agree  upon  such  amendment  within  thirty  (30)  days  after  the
determination  that such  amendment  is  necessary,  a party may elect either to
terminate  this  Agreement,  on not less than ninety (90) days written notice to
the other party.

     The parties agree that an amendment to accomplish the purposes set forth in
this Section 8.10 may require  reorganization  of  Physician or  LightTouch,  or
both,  and may require either or both parties to obtain  appropriate  regulatory
licenses and approvals.  If (a) such reorganization or obtaining such regulatory
licenses and approvals is not reasonably  possible,  either party shall have the
right to  terminate  this  Agreement  on not less than ninety (90) days  written
notice  to the  other  party;  or (b)  such  reorganization  or  obtaining  such
regulatory licenses and approvals would require LightTouch or Physician to incur
a material economic  detriment or would result in a material economic  detriment
for LightTouch or Physician,  LightTouch or Physician, as the case may be, shall
have the right to  terminate  this  Agreement  on not less than ninety (90) days
written notice to Physician or LightTouch, as the case may be.

     In the event that  either  party  elects to  terminate  this  Agreement  in
accordance with the provisions of this Section 8.10,  LightTouch  shall have the
right,  exercised by the  delivery of a written  notice to Physician at any time
within  sixty  (60)  days  after  the  delivery  by  either  party of  notice of
termination of this Agreement,  to require Physician to purchase from LightTouch
all of the  assets  used by  Physician  in  connection  with the  conduct of the
medical  practice at the South Carolina Center (the "Practice  Assets").  In the
event that LightTouch  fails to exercise such right within the first thirty (30)
days of such sixty (60) day period,  Physician shall have the right, exercisable
by delivery of a written notice to LightTouch at any time during the last thirty
(30) days of such  sixty  (60) day  period,  to  require  LightTouch  to sell to
Physician all of the Practice Assets.

     If LightTouch elects to exercise the right to require Physician to purchase
the Purchase Assets from LightTouch or if Physician elects to exercise the right
to require LightTouch to sell the Purchase Assets to Physician: (a) the purchase
price for the Practice Assets shall be the balance  outstanding  under the Note,
if any; and (b) the


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<PAGE>

closing  for such sale of the  Practice  Assets  shall  occur on such date as is
designated  in writing by  LightTouch  (if  LightTouch  elects to exercise  such
right) or  Physician  (if  Physician  elects to exercise  such right) which date
shall be not later than ten (10)  business  days after the date of  delivery  by
LightTouch  or  Physician  of notice  of its  exercise  of its right to  require
Physician  to  purchase  or to require  LightTouch  to sell all of the  Purchase
Assets, as the case may be.

     LightTouch shall have no claim against Physician,  and Physician shall have
no claim  against  LightTouch  which is based upon or arises out of a Structural
Issue.

     8.11  LANGUAGE  CONSTRUCTION.  The language in all parts of this  Agreement
shall be construed,  in all cases, according to its fair meaning, and not for or
against  either party hereto.  The parties  acknowledge  that each party and its
counsel have  reviewed and revised  this  Agreement  and that the normal rule of
construction to the effect that any  ambiguities are to be resolved  against the
drafting party shall not be employed in the interpretation of this Agreement.

     8.12 INDEMNIFICATION.  LightTouch shall indemnify, hold harmless and defend
Physician from and against any and all  liabilities,  losses,  damages,  claims,
causes  of  action,  and  expenses  (including  reasonable  attorneys'  fees and
disbursements  (a  "Physician  Loss"),  caused or asserted to have been  caused,
directly or indirectly, by or as a result of the performance of medical services
or any other acts or  omissions  by  LightTouch,  and/or its  partners,  agents,
employees  and/or  subcontractors  (other than Physician) and any Physician Loss
arising  from or as a result of the  performance  of his duties as a director of
LightTouch  except with respect to any Physician Loss which is the result of any
gross negligence or willful misconduct by Physician.  Physician shall indemnify,
hold  harmless and defend  LightTouch,  its officers,  directors,  shareholders,
employees,  agents and independent contractors (the "LightTouch Group") from and
against any and all liabilities,  losses, damages, claims, causes of action, and
expenses (including  reasonable attorneys' fees and disbursements (a "LightTouch
Loss"), caused or asserted to have been caused, directly or indirectly, by or as
a result of the  performance of medical  services or any other acts or omissions
by  Physician,  and/or its partners,  agents,  employees  and/or  subcontractors
(other  than  LightTouch)  during the term  hereof  except  with  respect to any
LightTouch  Loss  which  is  the  result  of any  gross  negligence  or  willful
misconduct by a member of the LightTouch Group.

     8.13 ENTIRE  AGREEMENT.  This Agreement  constitutes  the entire  agreement
between the parties with respect to the subject matter hereof and supersedes all
prior  and   contemporaneous   agreements,   understandings,   negotiations  and
discussions,  whether  written or oral,  between or among parties  regarding the
subject matter of this Agreement.

     8.14 INCORPORATION BY REFERENCE. All exhibits and other attachments to this
Agreement are incorporated by reference into this Agreement by such reference.




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<PAGE>

     8.15  AMENDMENTS  ONLY IN  WRITING.  This  Agreement  may not be amended or
modified in any respect whatsoever, except by an instrument in writing signed by
the parties hereto.

     8.16   COUNTERPARTS.   This  Agreement  may  be  executed  in  on  or  more
counterparts,  each of which shall be  considered  an original  and all of which
shall  constitute one and the same  agreement.  This Agreement  shall not become
effective until it has been executed by all of the parties hereto.

     8.17  COMMERCIAL  IMPRACTICABILITY.  No  party to this  Agreement  shall be
liable for any failure to perform its  obligations  hereunder where such failure
results from any cause beyond that party's reasonable  control,  including,  for
example,  an act of God,  labor  disturbance  such as a strike or walkout,  war,
riot,  fire,  storm,  accident,   government  regulation  or  interference,   or
mechanical, electronic or communications failure.

     8.18  ELECTION OF  REMEDIES  The  respective  rights of the parties to this
Agreement  shall be  cumulative.  Each  party  shall  have all other  rights and
remedies  consistent  with this  Agreement  as law and  equity may  provide.  No
exercise by any party of one right or remedy  shall be deemed to be an exclusive
election of rights or remedies.

     8.19  SURVIVAL.  The  provisions  of Articles  III, IV, V, VI, VII and VIII
shall survive any termination of this Agreement.

     8.20 THIRD  PARTY  BENEFICIARIES.  Except  with  respect to  Affiliates  of
LightTouch,  nothing in this Agreement shall be construed to create any duty to,
any  standard of care with  reference  to, or any  liability to any Person not a
party to this  Agreement.  The Affiliates of LightTouch are intended third party
beneficiaries of this Agreement.

     IN WITNESS WHEREOF,  LightTouch and Physician have caused this Agreement to
be executed by their duly  authorized  respective  officers as of the  Effective
Date.

                                   LIGHTTOUCH  VEIN & LASER OF
                                   SOUTH  CAROLINA, INC.

                                   By: /s/ Dr. Freiberger
                                   Title: /s/ President


                                   ---------------------------
                                   HARLEY F. FREIBERGER, M.D.


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