EXHIBIT 10.1

                      Promissory Note dated March 29, 2000

                                       23

<PAGE>

THIS  AGREEMENT IS SUBJECT TO  ARBITRATION  PURSUANT TO THE UNIFORM  ARBITRATION
ACT,  SECTION  15-48-10,  ET  SEQ.,  CODE OF LAWS OF  SOUTH  CAROLINA,  1976 (AS
AMENDED)

                                 PROMISSORY NOTE

$700,000.00                                           Charleston, South Carolina
                                                March 29, 2000

                               * * * * * * * * * *

     FOR  VALUE  RECEIVED,  the  undersigned,  LIGHTTOUCH  VEIN & LASER OF SOUTH
CAROLINA, INC., a South Carolina Corporation, with an office at 10663 Montgomery
Road, Cincinnati, Ohio ("Maker"), hereby promises and agrees to pay to the order
of HARLEY F.  FREIBERGER,  M.D.,  d/b/a THE CHARLESTON  DERMATOLOGY AND COSMETIC
SURGERY  CENTER  ("Payee") at 29 Gamecock  Avenue,  Charleston,  South  Carolina
29407, the aggregate  principal sum of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS
($700,000.00), without interest thereon as hereinafter provided, in lawful money
of the United States of America, as hereinafter provided.

     The principal of this  Promissory Note shall bear no interest on the unpaid
balance.

     Principal shall be due and payable in two (2) installments.  Provided,  the
business  formally known as "The  Charleston  Dermatology  and Cosmetic  Surgery
Center" which has been purchased by the Maker shall maintain a cash flow, of not
less than  $400,000.00  for the  period  beginning  January  1, 2000 and  ending
December  31,  2000,  Maker  shall  pay to Payee (i) the  first  installment  of
principal  in the  amount of  $200,000.00  on or before the date which is twelve
(12) months from the date hereof and (ii) the second installment of principal in
the amount of $500,000.00 on or before the date which is twenty-four (24) months
from the date hereof. For purposes of this Section,  cash flow shall be measured
at the end of each such twelve (12) and twenty-four  (24) month period and shall
be calculated 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 Payee's
total compensation for the period being reported.  Cash flow shall be determined
by the certified  public  account (CPA) for the Maker  according to GAAP. If the
CPA  determines  that the cash  flow for the  above  stated  period is less than
$400,000.00 then this Note shall  automatically renew for successive twelve (12)
and twenty-four (24) month periods,  without  interest,  until the required cash
flow is attained within a fiscal year (the "Maturity  Date"). By way of example,
should the cash flow be less than the required  $400,000.00  for the twelve (12)
month period ending 3/31/2001, but shall be at least $400,000.00 for twelve (12)
month  period  ending  3/31/2002,  then  the  Principal  would  be due  two  (2)
installments on the anniversary date of this Note in 2002 and 2003.


Principal  payments shall be made at the Payee's address above unless  otherwise
designated by Payee in writing.

The  principal  balance  may be prepaid at any time in whole or in part  without
premium or penalty.  Any and all prepayments  shall be applied to the payment of
the principal of this Promissory Note

Events of Default:

This  Promissory  Note shall be and become  immediately  due and  payable at the
option of Payee, without any demand or notice whatsoever, upon the occurrence of
any of the following  described events,  each of which shall constitute an Event
of Default:




Charleston:  181926 v.9
<PAGE>


(1)      Any failure to make any payment when due of any  principal  installment
         on  this  Promissory  Note  (whether  upon  demand  at  maturity  or by
         acceleration)  or the failure to perform any other  obligation of Maker
         to Payee.

(2)      The dissolution of Maker of this Promissory Note.

(3)      The creation of any lien (except a lien to Payee) or the issuance of an
         attachment against or seizure of any of the property of Maker.

(4)      An assignment for the benefit of the creditors of, or the  commencement
         of  any  bankruptcy,  receivership,   insolvency,   reorganization,  or
         liquidation proceedings by or against Maker of this Promissory Note.

(5)      An event of default  under any other  document  evidencing  or securing
         this Note,  including,  without limitation,  a breach or default of any
         agreement,  covenant or  provision  under that certain  Asset  Purchase
         Agreement  dated  March  ___,  2000,  between  Maker and Payee and that
         certain  Security  Agreement  dated of even date  herewith  by Maker in
         favor of Payee (the "Transaction Documents").

(6)      Entry of a judgment against Maker.

(7)      Any  representation  or  warranty  of Maker  in any of the  Transaction
         Documents is or was untrue or misleading.

Upon the occurrence of an Event of Default herein  described,  Payee may, at its
option,  declare this Note to be fully due and payable plus any fees and charges
and exercise any or all other remedies  provided for at law or in equity. To the
extent  permitted by law, any unpaid principal shall accrue interest at the rate
of 18% per annum (the "Default  Rate").  The provisions for a Default Rate shall
not be deemed to extend the time for payment  hereunder or to give Maker a right
to cure any default.  Maker shall pay all costs of collection incurred by Payee,
including  his  attorney's  fees,  if this  Promissory  Note is  referred  to an
attorney  for  collection,  whether or not payment is obtained  before  entry of
judgment.  No  failure  on the  part of  Payee  to  exercise  any of its  rights
hereunder shall be deemed a waiver of any such rights or of any default.

Maker waives diligence, presentment for payment, protest, notice of dishonor and
of  nonpayment   and  protest,   and  does  hereby  consent  to  any  number  of
forbearances,  renewals or extensions  of time of payment  hereof or releases or
substitutions of all or any part of any security for payment hereof.  Any notice
provided  for in this  Promissory  Note shall be given by mailing such notice by
certified  mail,  return receipt  requested,  addressed to the party entitled to
such notice at the address  identified in the first paragraph hereof, or to such
other  address as either party hereto may  designate in writing by notice to the
other party.

Maker  agrees  that  there  are no  conditions  or  understandings  that are not
expressed in this Promissory Note and the documents referred to herein.

The declaration of invalidity of any provision of this Promissory Note shall not
affect any part of the remainder of the provisions.

The  provisions of this  Promissory  Note shall be binding upon and inure to the
benefit of Maker and Payee and their respective  heirs,  legal  representatives,
successors and assigns.

This  Promissory  Note shall be interpreted and construed in accordance with and
governed by the laws of the State of South Carolina.

Time shall be of the essence.


                                       2
<PAGE>

As  security  for the  payment of this  Note,  Maker has caused to be granted to
Payee a security  interest  in all of the rights,  title and  interest in and to
Payee's  former assets  located in  Charleston,  South  Carolina and employed in
connection  with the operation of the Payee's former Business (as defined in the
Maker's and  Payee's  Asset  Purchase  Agreement,  dated  March ___,  2000) (the
"Agreement")  (the  "Assets"),  under a  separate  security  agreement  executed
simultaneous with this Note.

In any litigation or  arbitration in connection  with or to enforce this Note or
any  guaranty  of  this  Note or any  Transaction  Documents,  Borrower  and any
guarantor  irrevocably consent to and confer personal jurisdiction on the courts
of  Charleston  County,  State of South  Carolina  or the United  States  courts
located within the State of South  Carolina,  and expressly waive any objections
as to venue in any such courts, and agree that service of process may be made on
Borrower  and any  guarantor  by mailing a copy of the summons and  complaint by
registered or certified  mail,  return receipt  requested,  to their  respective
addresses.  Nothing contained herein shall, however, prevent Payee from bringing
any action or exercising  any rights within any other state or  jurisdiction  or
from obtaining personal  jurisdiction by any other means available by applicable
law.

ANY  CONTROVERSY OR CLAIM BETWEEN OR AMONG THE PARTIES HERETO  INCLUDING BUT NOT
LIMITED TO THOSE ARISING OUT OF OR RELATING TO THIS NOTE OR ANY RELATED NOTES OR
INSTRUMENTS, INCLUDING ANY CLAIM BASED ON OR ARISING FROM AN ALLEGED TORT, SHALL
BE DETERMINED BY BINDING  ARBITRATION IN ACCORDANCE WITH THE FEDERAL ARBITRATION
ACT (OR IF NOT  APPLICABLE,  THE APPLICABLE  STATE LAW), AND THE "SPECIAL RULES"
SET FORTH  BELOW.  IN THE EVENT OF ANY  INCONSISTENCY,  THE SPECIAL  RULES SHALL
CONTROL.  JUDGMENT UPON ANY ARBITRATION AWARD MAY BE ENTERED IN ANY COURT HAVING
JURISDICTION.  ANY PARTY TO THE NOTE MAY BRING AN ACTION, INCLUDING A SUMMARY OR
EXPEDITED PROCEEDING, TO COMPEL ARBITRATION OF ANY CONTROVERSY OR CLAIM TO WHICH
THIS NOTE APPLIES IN ANY COURT HAVING JURISDICTION OVER SUCH ACTION.

     (A) SPECIAL RULES. THE ARBITRATION SHALL BE CONDUCTED IN CHARLESTON,  SOUTH
CAROLINA  PURSUANT TO THE RULES OF THE  AMERICAN  ARBITRATION  ASSOCIATION.  ALL
ARBITRATION  HEARINGS  WILL  BE  COMMENCED  WITHIN  90 DAYS  OF THE  DEMAND  FOR
ARBITRATION;  FURTHER,  THE ARBITRATOR  SHALL ONLY,  UPON A SHOWING OF CAUSE, BE
PERMITTED TO EXTEND THE COMMENCEMENT OF SUCH HEARING FOR AN ADDITIONAL 60 DAYS.

     (B)  RESERVATION  OF  RIGHTS.  NOTHING  IN THIS NOTE SHALL BE DEEMED TO (I)
LIMIT THE  APPLICABILITY OF ANY OTHERWISE  APPLICABLE  STATUTES OF LIMITATION OR
REPOSE AND ANY WAIVERS  CONTAINED IN THIS NOTE;  OR (II) BE A WAIVER BY PAYEE OF
THE PROTECTION  AFFORDED TO IT BY AN APPLICABLE LAW; OR (III) LIMIT THE RIGHT OF
PAYEE  HERETO (A) TO EXERCISE  SELF HELP  REMEDIES  SUCH AS (BUT NOT LIMITED TO)
SETOFF, OR (B) TO FORECLOSURE AGAINST ANY REAL OR PERSONAL PROPERTY  COLLATERAL,
OR (C) TO OBTAIN FROM A COURT PROVISIONAL OR ANCILLARY REMEDIES SUCH AS (BUT NOT
LIMITED TO)  INJUNCTIVE  RELIEF,  WRIT OF  POSSESSION  OR THE  APPOINTMENT  OF A
RECEIVER.  PAYEE  MAY  EXERCISE  SUCH SELF HELP  RIGHTS,  FORECLOSURE  UPON SUCH
PROPERTY,  OR OBTAIN SUCH PROVISIONAL OR ANCILLARY  REMEDIES  BEFORE,  DURING OR
AFTER THE PENDENCY OF ANY ARBITRATION  PROCEEDING BROUGHT PURSUANT TO THIS NOTE.
NEITHER THE EXERCISE OR SELF HELP REMEDIES NOR THE INSTITUTION OR MAINTENANCE OF
AN ACTION FOR FORECLOSURE OR PROVISIONAL OR ANCILLARY  REMEDIES SHALL CONSTITUTE
A WAIVER OF THE RIGHT OF ANY PARTY,  INCLUDING  THE CLAIMANT IN SUCH ACTION,  TO
ARBITRATE  THE MERITS OF THE  CONTROVERSY  OR CLAIM  OCCASIONING  RESORT TO SUCH
REMEDIES.


                                       3
<PAGE>

     IN WITNESS  WHEREOF,  this Note has been  executed and  delivered as of the
date first set forth above.

                                   LIGHTTOUCH  VEIN & LASER  OF  SOUTH
                                   CAROLINA, INC., A South Carolina Corporation

                                   By: /s/ Harley F. Friedberger
                                      ------------------------------------------
                                   Name: /s/ H. Freiberger
                                   Title: /s/ President

PARENT GUARANTY:

The  undersigned,  as the parent  corporation  of Maker,  hereby  absolutely and
unconditionally  guarantees  to Payee the due and punctual  payment of this Note
when due,  together with any and all other sums,  charges and fees due hereunder
up to Twenty  Thousand and no/100  Dollars  ($20,000.00).  The obligation of the
undersigned guarantor is a guarantee of payment and not of collection.

                                   LIGHTTOUCH VEIN & LASER, INC., a Nevada
                                   corporation

                                   By: /s/ Harley F. Friedberger
                                      ------------------------------------------

                                   Its: /s/ President
                                      ------------------------------------------






                                       4