SECURITY AGREEMENT

     THIS  SECURITY  AGREEMENT is made and entered into  effective as of the 8th
day of June,  2000,  by LIGHTTOUCH  VEIN & LASER OF LEXINGTON,  INC., a Kentucky
corporation,  whose  address  is 880  Corporate  Drive,  Suite  200,  Lexington,
Kentucky 40503 (hereinafter referred to as "Debtor") and wholly owned subsidiary
of LIGHTTOUCH VEIN & LASER, INC., a Nevada corporation,  and JOHN L. BUKER, M.D.
and PATRICIA  BUKER,  M.D.,  whose  address is 880 Corporate  Drive,  Suite 200,
Lexington,  Kentucky  40503  (hereinafter  collectively  referred to as "Secured
Party").

     IT IS AGREED BY THE PARTIES AS FOLLOWS:

1.   For value received,  Debtor does hereby grant unto Secured Party a security
     interest in and to all the  collateral  described in numerical  Paragraph 2
     hereof to secure all of the indebtedness referred to in numerical Paragraph
     3 hereof.

2.   The  collateral  covered by this Security  Agreement is (a) all of Debtor's
     property  described  in Exhibit  "A" hereto and any  supplemental  exhibits
     thereto, and (b) all proceeds and products thereof (all of which collateral
     is hereinafter collectively referred to as the "Collateral").

3.   This Security Agreement is made as collateral security for:

     a.   that  certain  Promissory  Note  dated  June 8,  2000,  made by Debtor
          payable to the order of Secured Party in the original principal amount
          of One Million and No/100 Dollars  ($1,000,000.00) (herein the "Merger
          Note"); and

     b.   Indebtedness  evidenced by that certain Promissory Note dated February
          28,  1999,  payable  to Dr.  John L.  Buker and  Patricia  H. Buker by
          BLUEGRASS  DERMATOLOGY  AND SKIN SURGERY  CENTER,  P.S.C.,  a Kentucky
          professional  service  corporation  ("PSC"),  and  CENTER  FOR  WEIGHT
          CONTROL, PSC, a Kentucky professional service corporation ("CWC") (PSC
          and CWC are the  predecessors  by merger to Debtor),  in the  original
          principal amount of $367,779,34,  the outstanding  principal amount of
          which  as of May 4,  2000,  was  $344,820.12,  plus  accrued  interest
          thereon at the prime rate per annum.

     c.   Indebtedness  evidenced by that certain  Promissory  Note of PSC dated
          February  26,  1999,  payable  to PNC  Bank  by  CWC  in the  original
          principal amount of $110,306.51,  the outstanding  principal amount of
          which as of May 3, 2000, was $92,234.46, plus accrued interest thereon
          at the prime rate per annum.

     d.   Indebtedness  evidenced by that certain Promissory Note dated December
          18,  1998,  payable to Dr. John L. Buker and  Patricia H. Buker by PSC
          and  CWC,  in  the  original  principal  amount  of  $18,740.00,   the
          outstanding


<PAGE>



          principal  amount of which as of May 3,  2000,  was  $10,902.50,  plus
          accrued interest thereon at the rate of 7.75% per annum; and

     e.   all other  liabilities  and  obligations  of whatever  kind or type of
          Debtor to Secured  Party,  whether  created  directly  or  acquired by
          Secured  Party by  assignment  or  otherwise,  whether now existing or
          hereafter created, arising or acquired, absolute or contingent,  joint
          or several, due or to become due (the foregoing obligations are herein
          collectively referred to as the "Indebtedness").

4.   Debtor represents and warrants to Secured Party that:

     a.   All of the Collateral is used or will be used for business purposes.

     b.   (i) Debtor is the absolute owner of the legal and beneficial  title to
          the  Collateral,  (exclusive  of hereafter  acquired,  replacement  or
          hereafter created items), and is in full possession thereof; and

          (ii) the Collateral is free and clear of all liens,  encumbrances  and
          adverse claims  whatsoever,  except for the prior security interest in
          favor  of PNC Bank  securing  debt,  the  terms  of  which  have  been
          disclosed to Debtor.

     c.   Debtor has the right to enter into this Security Agreement.

5.   Debtor covenants and agrees that:

     a.   Debtor shall defend the  Collateral  against all claims and demands of
          all persons.

     b.   Debtor shall not:

          (i) permit any loan or security  interest  (other than Secured Party's
          security  interest granted herein and the PNC Bank security  interest)
          to attach to any of the Collateral;

          (ii)  permit any of the  Collateral  to be levied upon under any legal
          process; or

          (iii)  dispose  of or enter or agree to enter  into any sale of any of
          the  Collateral,  without the prior written  consent of Secured Party,
          other than in the ordinary course of business.

     c.   Debtor shall insure or have insured the  Collateral for the benefit of
          Secured Party (who shall be the loss payee) in such amounts,  for such
          risks and with such company as Secured Party may request, and promptly
          deliver all

                                    Page -2-

<PAGE>



          policies with respect thereto to Secured Party, or in the event Debtor
          at any time has not  maintained  and  delivered to Secured  Party such
          requested  policies of  insurance,  Secured Party may, in its sole and
          absolute  discretion  and  whether  or not any  Event of  Default  (as
          defined in this Security  Agreement)  has  occurred,  place and affect
          such  insurance as Secured Party deems  appropriate,  at Debtor's sole
          expense,  and in the  event  Secured  Party  elects  to pay  for  such
          insurance  coverage,  Debtor  shall  reimburse  Secured  Party for the
          amount(s) so paid plus interest thereon at the Default Rate charged on
          the Indebtedness mentioned in Paragraph 3 of this Security Agreement.

     d.   Debtor shall preserve the value of the Collateral.

     e.   Debtor shall  advise  Secured  Party in writing,  at least thirty (30)
          days prior  thereto,  of any change in  Debtor's  place of business or
          mailing address,  or any changes in the locations of the Collateral or
          new locations at which any of the Collateral is to be located.

     f.   Debtor shall not conduct business under any other name than that given
          above nor change or reorganize the type of business entity under which
          it does business except upon prior written  approval of Secured Party.
          If such  approval  is given,  Debtor  guarantees  that all  documents,
          instruments and agreements demanded by Secured Party shall be prepared
          and filed at Debtor's  expense  before such change of name or business
          entity occurs.

     g.   Debtor shall execute and deliver to Secured Party,  upon request,  new
          UCC-1 Financing  Statements  describing the same Collateral  specified
          herein  for  recordation,  where  necessary  in Secured  Party's  sole
          discretion,  to  perfect  Secured  Party's  security  interest  in the
          Collateral,  and Debtor  shall pay all filing and  recording  fees and
          filing  and  recording  taxes in  connection  with the  filing  and/or
          recordation  of such  Financing  Statements  and,  if paid by  Secured
          Party,  Debtor will  reimburse  Secured Party  therefor upon demand by
          Secured Party.

     h.   Debtor  hereby   irrevocably   appoints   Secured  Party  as  Debtor's
          attorney-in-  fact to do all acts and things which  Secured  Party may
          deem necessary or  appropriate  to perfect and continue  perfected the
          security  interest  created by this Security  Agreement and to protect
          and,  in case of an Event of Default  hereunder,  collect and sell the
          Collateral  including,  but  not  limited  to,  the  execution  of the
          following in Debtor's name as Debtor's irrevocable attorney-in-fact:

          (i) notifications and agreements to sell, where sale is permitted;


                                    Page -3-

<PAGE>



          (ii) any  documents or papers  necessary or helpful to comply with the
          terms of any agreements relative to any of the collateral; and

          (iii) UCC-1 (and other) Financing  Statements covering the Collateral,
          and the filing and  recordation  of same wherever  Secured Party deems
          appropriate, with Debtor to reimburse Secured Party for all filing and
          recording fees, taxes and other expenses in connection  therewith upon
          demand of Secured  Party;  provided,  however,  the power of  attorney
          granted  hereby shall survive the disability of the principal but when
          all the  Indebtedness  is fully paid and  performed  and Debtor has no
          obligations  to or commitments  for loan(s) from Secured  Party,  this
          power of  attorney  shall  become null and void upon  Secured  Party's
          receipt of written notification from Debtor to such effect.

     i.   The Indebtedness shall be paid to Secured Party or the obligee of such
          Indebtedness in accordance with the terms thereof.

     j.   Debtor shall comply in all respects with any other  agreement  between
          Debtor and Secured Party.

     k.   Debtor  shall  permit  Secured  Party and/or its agents to inspect and
          appraise the  Collateral  and inspect the books and records of Debtor,
          at all  reasonable  times  and from  time to time,  and  shall pay all
          expenses   Secured  Party  may  incur  in  connection  with  any  such
          inspection(s) and appraisal(s).

6.       EVENTS OF DEFAULT.  The occurrence of any Event of Default by Debtor as
         defined in the Merger Note,  or the default by Debtor in any  agreement
         between  Debtor  and  Secured  Party,  or under the terms of any of the
         obligations comprising the Indebtedness secured hereby shall constitute
         an Event of Default hereunder.

7.   REMEDIES UPON  OCCURRENCE OF DEFAULT.  Upon the  occurrence of any Event of
     Default  as  defined  in  Section 6 hereof,  Secured  Party  shall have the
     following rights and remedies, in addition to all other rights and remedies
     provided by law, at equity or in any other document or instrument  relating
     to,  securing  or  evidencing  the  Indebtedness,  all of  which  shall  be
     cumulative and may be exercised from time to time,  either  successively or
     concurrently:

     a.   To sell all or any of the Collateral in one (1) or more lots, and from
          time to time, upon ten (10) days prior written notice to Debtor of the
          time  and  place  of  sale  (which  notice  Debtor  hereby  agrees  is
          commercially  reasonable),  for  cash or  upon  credit  or for  future
          delivery,  Debtor hereby waiving all rights, if any, of marshaling the
          Collateral and any other security for the payment of the Indebtedness,
          and at the option and in the  complete  discretion  of Secured  Party,
          either:

                                    Page -4-

<PAGE>



          (i) at a public sale or sales, and in one (1) or more lots; or

          (ii) at a private sale or sales, and in one (1) or more lots.

     Secured Party may bid for and acquire the Collateral or any portion thereof
     at any public sale, free from any redemption rights of Debtor, all of which
     are hereby waived by Debtor.

     b.   To exercise all rights of a secured party under the Uniform Commercial
          Code of Kentucky and all other applicable law.

     From time to time,  Secured  Party  may,  but shall  not be  obligated  to,
     postpone the time of any proposed sale of any of the Collateral,  which has
     been subject of a notice as provided  above,  and also,  upon ten (10) days
     prior  written  notice to Debtor  (which  notice  Debtor  hereby  agrees is
     commercially reasonable), may change the time and/or place of such sale.

          (i) In the case of any sale by Secured Party of the  Collateral or any
          portion thereof on credit or for future delivery, which may be elected
          at the option and in the complete  discretion  of Secured  Party,  the
          Collateral  so  sold  may,  at  Secured  Party's  option,   either  be
          transferred  and/or  delivered to the purchaser or retained by Secured
          Party until the selling price therefor is paid by the  purchaser,  but
          in either event  Secured Party shall not incur any liability to Debtor
          in case of failure of the purchaser to pay for the Collateral so sold.
          In case of any such  failure,  such  Collateral  may be again  sold by
          Secured Party in the manner provided in this Paragraph 7.

          (ii) After  deducting  all of Secured  Party's  costs and  expenses of
          every kind including,  without limitation, legal fees and registration
          fees  and  expenses,  if  any,  in  connection  with  the  sale of the
          Collateral, Secured Party shall apply the remainder of the proceeds of
          any sale or sales of the Collateral to the  Indebtedness in such order
          Secured  Party may  select in its sole and  absolute  discretion.  All
          sales of Collateral shall be made in a commercially reasonable manner.
          Secured Party shall not incur any liability as a result of the sale of
          the  Collateral or any part thereof at any private sale or sales,  and
          Debtor  hereby waives any claim arising by reason of (1) the fact that
          the price or prices for which the Collateral or any portion thereof is
          sold at any  private  sale or sales is less than the price which would
          have  been  obtained  at a public  sale or  sales or is less  than the
          Indebtedness,  even if Secured Party accepts the first offer  received
          and does not offer the Collateral or any portion  thereof to more than
          one offeree;  (2) any delay by Secured Party in selling the Collateral
          following  an Event of  Default  hereunder,  even if the  price of the
          Collateral  thereafter  declines;  or (3)  the  immediate  sale of the
          Collateral upon the occurrence of an Event of Default hereunder,  even
          if the price of the Collateral should thereafter increase.

                                    Page -5-

<PAGE>



8.   MISCELLANEOUS.

     a.   Secured  Party  shall be under no duty or  obligation  to give  Debtor
          notice of any  rights  or  privileges  relating  to or  affecting  any
          Collateral  held by Secured  Party other than those  notices as may be
          required under the Merger Note.

     b.   All  advances,  charges,  costs  and  expenses,  including  reasonable
          attorney's  fees to the  extent  allowed by law,  incurred  or paid by
          Secured Party in exercising  any right,  power or remedy  conferred by
          the Merger  Note,  this  Security  Agreement or  otherwise,  or in the
          enforcement  thereof,  shall become a part of the Indebtedness secured
          hereunder and shall be paid to Secured Party by Debtor immediately and
          without demand,  with interest  thereon at the Default Rate charged on
          the Indebtedness.

     c.   Debtor  waives  any  right to  require  Secured  Party to (a)  proceed
          against any person,  (b) proceed  against or exhaust any Collateral or
          (c) pursue any other remedy in Secured Party's power.

     d.   Secured  Party may, at any time,  deliver the  Collateral  or any part
          thereof to Debtor and the  receipt of Debtor  shall be a complete  and
          full  acquittance  for the  Collateral  so delivered and Secured Party
          shall  thereafter be discharged  from any liability or  responsibility
          therefor.

     e.   This is a continuing Security Agreement and all the rights, powers and
          remedies  hereunder  shall  apply  to all  past,  present  and  future
          Indebtedness of Debtor to Secured Party,  including that arising under
          successive  transactions  which  shall  either  continue,  increase or
          decrease   the   Indebtedness,   or  from  time  to  time  create  new
          Indebtedness after all or any prior Indebtedness has been satisfied.

     f.   Until all of the Indebtedness  shall have been paid in full, the power
          of sale and all other rights,  powers and remedies  granted to Secured
          Party  hereunder  shall  continue  to exist  and may be  exercised  by
          Secured Party at any time.

     g.   The  rights,  powers  and  remedies  given  to  Secured  Party by this
          Security  Agreement  shall be in addition  to all  rights,  powers and
          remedies  given to  Secured  Party by virtue of the Merger  Note,  any
          other prior security  agreements,  any other agreement relating to the
          Indebtedness,  and any  statute  or rule of  law.  Secured  Party  may
          exercise its right of setoff with respect to the  Indebtedness  in the
          same manner as if the Indebtedness were unsecured.  Any forbearance or
          failure or delay by Secured  Party in exercising  any right,  power or
          remedy  hereunder  shall not be  deemed to be a waiver of such  right,
          power or  remedy,  and any single or  partial  exercise  of any right,
          power or remedy hereunder shall not preclude the further

                                    Page -6-

<PAGE>



          exercise thereof;  and every right,  power and remedy of Secured Party
          shall  continue in full force and effect  until such  right,  power or
          remedy is specifically  waived by an instrument in writing executed by
          Secured Party.

     h.   In all  cases  where  more  than  one  party  executes  this  Security
          Agreement,  all words used herein in the  singular  shall be deemed to
          have been used in the plural  where the  context and  construction  so
          require, and the obligations and undertakings  hereunder are joint and
          several.

     i.   The law of the  Commonwealth  of  Kentucky  applies  to this  Security
          Agreement and its construction and interpretation.

     j.   This  Security  Agreement  shall bind  Debtor and its  successors  and
          assigns  and  shall  inure to the  benefit  of  Secured  Party and its
          successors and assigns.

     k.   Time shall be of the essence in the  performance of each and every one
          of the obligations hereunder.

     l.   All covenants,  representations,  warranties, remedies and other terms
          provided in the Merger Note are incorporated herein by reference.

     m.   All notices and other  communications  given to or made upon any party
          hereto in connection  with this Security  Agreement  shall,  except as
          herein otherwise expressly provided,  be in writing, sent by certified
          or registered U.S. mail return receipt requested,  as follows:  (i) if
          to  Debtor,  at the  address  set forth  hereinabove  or at such other
          address as shall be designated by Debtor and (ii) if to Secured Party,
          at the address set forth hereinabove or at such other address as shall
          be specifically designated by Secured Party.

     n.   Each of the parties to this Agreement  hereby  voluntarily,  expressly
          and  intentionally  waive any  right  that they may have to a trial by
          jury in respect of any litigation  arising from or connected with this
          Agreement or the transactions contemplated hereby.

     o.   The parties agree that the sole proper venue for the  determination of
          any  litigation  commenced by any of the parties  against the other on
          any  basis  shall be in a court  of  competent  jurisdiction  which is
          located in Fayette County,  Kentucky, and the parties hereby expressly
          declare  that any  other  venue  shall  be  improper  and  each  party
          expressly  waives any right to a determination  of any such litigation
          in any other venue.  Each party further agrees that service of process
          by any judicial  officer or by registered or certified U.S. mail shall
          establish personal  jurisdiction over such party and each party waives
          any  rights  under the laws of any  state to  object  to  jurisdiction
          within the Commonwealth of Kentucky. Each party to this

                                    Page -7-

<PAGE>



          Agreement  submits to the  jurisdiction of said courts.  The aforesaid
          means of obtaining  personal  jurisdiction  and perfecting  service of
          process are not intended to be exclusive,  but are  cumulative  and in
          addition to all other means of  obtaining  personal  jurisdiction  and
          perfecting service of process now or hereafter provided by the laws of
          the Commonwealth of Kentucky.

9.   This Security  Agreement may, in the sole  discretion of Secured Party,  be
     filed as a  financing  statement  and  Debtor  agrees to also  execute  any
     additional  financing statements with respect hereto which may be requested
     by Secured Party.  Secured Party may, in its sole discretion,  provide this
     Security  Agreement or any other document  executed  pursuant  hereto or in
     connection  herewith to any person or  organization  which is in any manner
     involved with any or all of the Collateral. Secured Party shall be entitled
     to notify the person in possession of the  Collateral,  or any other person
     Secured Party deems  appropriate,  of the security  interest herein granted
     and to notify such person or entity to forward all  documents  and payments
     with respect to the Collateral to Secured Party and  otherwise,  as Secured
     Party deems appropriate.

     IN TESTIMONY  WHEREOF,  witness the signature of the parties hereto,  to be
effective the day, month and year first above written.



                                       -----------------------------------------
                                       JOHN L. BUKER, M.D.
                                                                 "SECURED PARTY"



                                       -----------------------------------------
                                       PATRICIA BUKER, M.D.
                                                                 "SECURED PARTY"


                                       LIGHTTOUCH VEIN & LASER OF
                                       LEXINGTON, INC., a Kentucky corporation


                                       BY: _____________________________________
                                       TITLE: __________________________________
                                                                        "DEBTOR"



                                    Page -8-

<PAGE>


                                   EXHIBIT "A"

     This property covered by this Financing Statement and/or Security Agreement
includes  all of the  Debtor's  right,  title and  interest in, to and under the
following  described  property,  whether now owned or hereafter  acquired by the
Debtor,  and  whether now  existing or  hereafter  created,  arising,  accruing,
incurred  or  entered  into (all of which  hereinafter  collectively  called the
"Collateral"):

1. Each and every "Account",  as such term is defined in the Uniform  Commercial
Code of the  State of  Kentucky,  and in any  event  shall  include,  but not be
limited  to, all of the  Debtor's  rights to payment for goods sold or leased or
services  performed by the Debtor  whether now in existence or arising from time
to  time  hereafter,  including,  without  limitation,  rights  evidenced  by an
account,  accounts  receivables,  note,  contract,  security agreement,  chattel
paper,  or other  evidence  of  indebtedness  or  security,  whether or not such
right(s)  to payment  has been  earned by  performance,  and whether or not such
right(s) to payment is evidenced by any document,  instrument or chattel  paper,
together with (a) all security pledged, assigned,  hypothecated or granted to or
held by the Debtor to secure the foregoing, (b) all of the Debtor's right, title
and interest in and to any goods,  the sale of which gave rise thereto,  (c) all
guarantees,  endorsements and  indemnifications on, or of, any of the foregoing,
(d) all powers of attorney for the execution of any evidence of  indebtedness or
security   or  other   writing   in   connection   therewith,   (e)  all  books,
correspondence,  credit files, records, ledger cards, invoices, and other papers
relating thereto, including, without limitation, all tapes, cards, computer runs
and other  papers and  documents in the  possession  or under the control of the
Debtor or any computer  bureau from time to time acting for the Debtor,  (f) all
evidences  of the filing of financing  statement  and other  statements  and the
registration  of  other  instruments  in  connection  therewith  and  amendments
thereto,  notices to other creditors or secured parties,  and certificates  from
filing or other registration officers,  (g) all credit information,  reports and
memoranda relating thereto, and (h) all other writings related in any way to the
foregoing; and

2. All "Chattel Paper",  as such term is defined in the Uniform  Commercial Code
in the state of  Kentucky,  in which  Debtor now has or  hereafter  acquires any
rights  and  wherever  located  and,  in any event,  shall  include a writing or
writings which evidence both a monetary obligation and a security interest in or
lease of specific goods; any returned,  rejected or repossessed goods covered by
any such writing or writings and all  proceeds (in any form  including,  without
limitation, accounts, contract rights, documents, chattel paper, instruments and
general intangibles) of such returned, rejected or repossessed goods.

3. All of the inventory of the Debtor of every type or description, now owned or
hereafter  acquired and wherever  located,  whether raw, in process or finished,
all materials  usable in processing the same and all documents of title covering
any inventory, including, but not limited to, work in process, materials used or
consumed  in  the  Debtor's  business,   now  owned  or  hereafter  acquired  or
manufactured by the Debtor and held for sale or lease or to be furnished under a
contract  of service in the  ordinary  course of its  business;  all present and
future substitutions  therefor,  parts and accessories thereof and all additions
thereto;  all  proceeds  thereof  and  products  of such  inventory  in any form
whatsoever;  specifically including all "inventory",  as such term is defined in
the Uniform Commercial Code of the State of Kentucky; and

4.  All  "Instruments"  of  Debtor,  as such  term  is  defined  in the  Uniform
Commercial  Code of the  State of  Kentucky  and in  Kentucky  Revised  Statutes
Subsection 355.9-105(1)(g),  and shall include but not be limited to any and all
negotiable   instruments   (defined  in  Kentucky  Revised  Statutes  Subsection
355.3-104)  or  certified  securities  (defined  in  Kentucky  Revised  Statutes
355.8-102) or any other  writings which evidence a right to payment of money and
are not themselves  security  agreements or leases and are of the type which are
in the ordinary  course of business  transferred  by delivery with any necessary
endorsement or assignment; and

5. All  "Equipment",  as such term is defined in the Uniform  Commercial Code of
the State of Kentucky,  now or  hereafter  owned or leased by the Debtor and, in
any event,  shall include,  but shall not be limited to, all  machinery,  tools,
equipment, office equipment, furniture,  furnishings,  fixtures, trade fixtures,
goods which

                                    Page -1-

<PAGE>



are  to  become  fixtures,   vehicles,   motor  vehicles,   and  any  materials,
instructions,  blueprints,  computer  software and similar items which relate to
the above, and any and all additions,  substitutions  and replacements of any of
the foregoing,  wherever located, together with all improvements thereon and all
attachments,  components,  parts, equipment and accessories installed thereon or
affixed  thereto  (all  of the  foregoing  in  this  section  collectively,  the
"Equipment"); and

6. All "General Intangibles",  as such term is defined in the Uniform Commercial
Code of Kentucky and in Kentucky Revised Statutes Subsection  355.9-106,  now or
hereafter owned by the Debtor and shall include,  but not be limited to, all (a)
Marks,  Patents and  Copyrights  (as such terms are  hereinafter  defined),  (b)
goodwill  of the  Debtor's  business  symbolized  by any of the  foregoing,  (c)
license  rights,  license  agreements,  leases,  permits,  franchises,  patents,
computer software and customer lists, and (d) any rights to tax refunds to which
the Debtor is now or hereafter may be entitled; and

7. All trademarks,  trademark  registrations and trademark applications pending,
now held or hereafter  acquired by the Debtor,  including,  without  limitation,
registrations,  recordings  and  applications  in the United  States  Patent and
Trademark  Office or any  similar  governmental  agency in any  foreign  country
(which the Debtor has  adopted  and used and is using or  hereafter  acquires or
under  which the Debtor is  licensed),  as well as all other  trademarks,  trade
names,  fictitious  business  names,  business  names,  company names,  business
identifiers,  prints, labels, trade styles and service marks not registered, and
trade  dress,  including  logos  and/or  designs  (all of the  foregoing in this
section collectively,  the "Marks") together with the registrations and right to
all renewals,  reissues and extensions thereof,  the goodwill of the business of
the Debtor  symbolized by the Marks,  and any and all causes of action which may
exist by reason of infringement or dilution thereof, or injury to the associated
goodwill  with the right to sue for and  collect  said  damages and the right to
collect all  royalties  under any license  agreements  with  respect to any such
Marks; and

8. All copyrights,  copyright  registrations and copyright applications now held
or hereafter acquired by the Debtor including,  without  limitation,  any United
States copyright to which the Debtor now or hereafter has an interest as well as
any  application  for a United States  copyright  made by the Debtor (all of the
foregoing in this section  collectively,  the  "Copyrights"),  together with any
renewals,  reissues  and  extensions  thereof,  and any and all causes of action
which may exist by reason of infringement  thereof with the right to sue for and
collect  said damages and the right to collect all  royalties  under any license
agreements with respect to any such Copyrights; and

9. All letters patent and any patent registrations,  and any patent applications
pending,   including,   without   limitation,   registrations,   recordings  and
applications  registered  or recorded in the United  States Patent and Trademark
Office or any similar  governmental  agency in any foreign  country  (all of the
foregoing in this section collectively,  the "Patents"), in respect of which the
Debtor possesses any rights  whatsoever,  together with any renewals,  reissues,
continuations  and  extensions  thereof,  any and all causes of action which may
exist by reason of  infringement  thereof  with the right to sue for and collect
said damages and the right to collect all royalties under any license agreements
with respect to any such Patents; and

10.  Each and every  contract  to which the Debtor is a party,  is bound or is a
beneficiary  or  assignee,  and all  exhibits  to such  contracts  and all other
instruments,  agreements  and documents  executed and delivered  with respect to
such contracts and all revenues,  rentals, Proceeds (as hereinafter defined) and
other sums of money due and to become due thereunder  from any of the foregoing,
as the  same may be  modified,  supplemented  or  amended  from  time to time in
accordance  with its  terms,  as well as all  contracts  to which the Debtor may
hereafter  from  time  to time  become  a  party,  become  bound,  or  become  a
beneficiary or assignee (all of the foregoing in this section  collectively  the
"Contracts"),  including,  without  limitation,  (a) the leases  relating to the
Inventory,  the Equipment, any licenses, any personal property and assets in the
nature of personal property  wheresoever situated to which the Debtor is a party
or is bound, as well as all renewals,  substitutions  and replacements  therefor
and all other leases to which the Debtor may hereafter  from time to time become
a party or become bound (collectively,  the "Leases"),  (b) (1) all payments due
and to become  due under  any  Contract,  whether  as  contractual  obligations,
damages or otherwise; (2) all of the

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Debtor's claims,  rights,  powers, or privileges and remedies under any Contract
and under any Lease and, to the extent  permitted  by the lessor  under any such
Lease,  the right to cure a default by Debtor  under any such Lease;  (3) all of
its rights  under any  Contract  or under any Lease to make  determinations,  to
exercise any election  (including,  but not limited to, election of remedies) or
option or to give or receive any notice,  consent,  waiver or approval  together
with full power and authority  with respect to any Contract to demand,  receive,
enforce,  collect or receipt for any of the foregoing rights or any property the
subject of any of the  Contracts,  to enforce or execute  any  checks,  or other
instruments  or orders,  to file any claims and to take any action  which may be
necessary or  advisable  in  connection  with any of the  foregoing  and (c) all
contract rights thereunder; and

11. All  amounts  from time to time held in any  checking,  savings,  deposit or
other account of the Debtor,  which amounts are "cash  collateral" as defined in
the U.S. Bankruptcy Code, 11 U.S.C. Section 363; and

12. All licenses and permits issued by any federal,  state,  municipal, or other
governmental department,  commission,  board, bureau, agency, court, tribunal or
other instrumentality, domestic or foreign, and any arbitrator; and

13. All computer  programs of the Debtor,  and all intellectual  property rights
therein and all other proprietary  information of the Debtor including,  but not
limited to, trade secrets; and

14. All books, records, ledger cards, data processing records, computer software
and other  property at any time  evidencing or relating to any of the foregoing;
and

15.  Without  limiting  the  generality  of the  foregoing,  all other  personal
property,   goods  (including   without   limitation   consumer  goods),   "farm
products","documents"  (as such terms are defined in the Uniform Commercial Code
of the State of Kentucky),  credits,  claims,  demands and assets of the Debtor,
whether now existing or hereafter acquired from time to time; and

16. All  "Proceeds",  as such term is defined in the Uniform  Commercial Code of
the State of Kentucky,  and in any event shall  include,  but not be limited to,
(a) any and all  proceeds  of any  insurance,  indemnity,  warranty  or guaranty
payable  to  Secured  Party or the  Debtor,  from time to time,  and  claims for
insurance,  indemnity,  warranty or guaranty effected or held for the benefit of
the Debtor, with respect to any of the Collateral (as hereinafter defined),  (b)
any and all  payments  (in any form  whatsoever)  made or due and payable to the
Debtor,  from time to time in  connection  with any  requisition,  confiscation,
condemnation,  seizure or forfeiture of all or any part of the Collateral by any
governmental  authority  (or any  person  acting  under  color  of  governmental
authority)  and (c) any and all other  amounts from time to time paid or payable
under or in connection  with any of the Collateral (all of the foregoing in this
section 16, collectively, the "Proceeds"); and

17.  Any  and  all  additions  and  accessions  to  any of  the  foregoing,  all
improvements  thereto,  all  substitutions  and  replacements  thereof  and  all
products and Proceeds thereof.

                                   The undersigned confirms that this Exhibit is
                                   part of a security  agreement  and  financing
                                   statement signed by it:

                                       LIGHTTOUCH VEIN & LASER OF LEXINGTON,
                                       INC.
                                       a Kentucky corporation

                                       BY: _____________________________________
                                       TITLE: __________________________________
                                                                        "DEBTOR"

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