LEASEHOLD MORTGAGE AND SECURITY AGREEMENT

     THIS LEASEHOLD  MORTGAGE AND SECURITY  AGREEMENT (herein the "Mortgage") is
made  effective as of June 8, 2000,  between the  Mortgagor,  LIGHTTOUCH  VEIN &
LASER OF LEXINGTON,  INC., a Kentucky  corporation  and successor in interest by
merger to Bluegrass  Dermatology  and Skin Surgery  Center,  PSC, and Center for
Weight  Control,  PSC,  with  an  address  of 880  Corporate  Drive,  Ste.  200,
Lexington, KY 40503 (herein the "Mortgagor") and the Mortgagees,  JOHN L. BUKER,
M.D. and PATRICIA BUKER,  M.D. with an address of 880 Corporate Drive, Ste. 200,
Lexington, KY 40503 (herein collectively the "Mortgagee").

     WHEREAS,  Mortgagor  holds a  leasehold  interest  in and to  certain  real
property located at 880 Corporate Drive,  Lexington,  Fayette County,  Kentucky,
said property being more  particularly  described on Exhibit "A" attached hereto
and incorporated  herein by reference (the "Property")  pursuant to that certain
Lease to Bluegrass  Dermatology  and Skin Surgery  Center,  Inc.  from Ronald L.
Switzer dated August 14, 1996 (the "Lease"),  a Memorandum of which is of record
in Deed Book ____, Page ____, Fayette County Clerk's office.

     WHEREAS,  Mortgagor is indebted to Mortgagee  in the  principal  sum of One
Million and No/100 Dollars  ($1,000,000.00),  which indebtedness is evidenced by
its note dated May 19, 2000 (herein the "Merger  Note"),  providing for payments
as set forth therein, with the balance of the indebtedness,  if not sooner paid,
due and payable on May 19, 2002, subject to the terms of the Merger Note; and

     WHEREAS,  Mortgagor is indebted to Mortgagee under that certain  Promissory
Note dated February 28, 1999, payable to Mortgagee 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 Mortgagor),
in the original principal amount of $367,779,34 (the "367 Note"),  providing for
payments  as set forth  therein,  with the balance of the  indebtedness,  if not
sooner paid, due and payable on February 28, 2004; and

     WHEREAS,  Mortgagor is indebted to PNC Bank under that  certain  Promissory
Note  dated  February  26,  1999,  payable  to PNC  Bank by CWC in the  original
principal amount of $110,306.51 (the "110 Note"), which debt has been guaranteed
by Mortgagee,  providing for payments as set forth therein,  with the balance of
the indebtedness, if not sooner paid, due and payable on February 26, 2004; and


                                                Return Recorded Document To:
                                                Dan M. Rose, Esq.
                                                STOLL, KEENON & PARK, LLP
                                                201 East Main Street, Suite 1000
                                                Lexington, KY 40507-1380

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<PAGE>


     WHEREAS,  Mortgagor is indebted to Mortgagee under that certain  Promissory
Note dated  December  18,  1998,  payable to  Mortgagee  by PSC and CWC,  in the
original principal amount of $18,740.00 (the "18 Note"),  providing for payments
as set forth therein, with the balance of the indebtedness,  if not sooner paid,
due and payable on December  18, 2001 (the Merger  Note,  the 367 Note,  the 110
Note and the 18 Note are herein collectively referred to as the "Notes"); and

     TO SECURE to Mortgagee the repayment of the  indebtedness  evidenced by the
Notes, the payment of all other sums, advanced in accordance herewith to protect
the  security  of  this  Mortgage,  and the  performance  of the  covenants  and
agreements of Mortgagor contained herein,  Mortgagor does hereby mortgage, grant
and convey to Mortgagee all of their right,  title and  interest,  including its
leasehold  estate,  in  and to  the  Property  and  the  following  (hereinafter
collectively referred to as the "Mortgaged Property") located in Fayette County,
Kentucky:

     (a) the leasehold  estate in the Property created under and pursuant to the
terms of the Lease, all modifications, extensions and renewals of the Lease, all
credits, deposits, options,  privileges and rights of Mortgagor,  including, but
not limited to, the right, if any, to renew or extend the Lease for a succeeding
term or terms,  together  with any other,  or further  greater  interest  in the
Property now owned or hereafter acquired by Mortgagor;

     (b) all  rents,  issues,  profits,  royalties,  income  and other  benefits
derived from the Property;

     (c) all  interests,  estates  or other  claims,  both in law and in equity,
which Mortgagor now has or may hereafter acquire in the Property;

     (d) all easements,  rights-of-way,  licenses,  privileges,  land,  streets,
ways, walks, alleys,  passages,  parking facilities,  parking privileges,  sewer
rights, water, water courses, water rights and powers, and all estates,  rights,
titles,  interests,   privileges,   liberties,   tenements,   hereditaments  and
appurtenances  of any  nature  whatsoever,  in any way  belonging,  relating  or
pertaining to the Property;

     (e) all awards or payments,  including  interest thereon,  and the right to
receive  the same,  which may be made with  respect to the  Mortgaged  Property,
whether from the exercise of the right of eminent domain (including any transfer
made in lieu of the  exercise  of said  right),  or for any  other  injury to or
decrease in value of the Mortgaged Property;

     (f) all present and future leases, subleases and other agreements affecting
the use or occupancy of the Mortgaged Property now or hereafter entered into and
the right to reserve and apply the rents,  issues and  profits of the  Mortgaged
Property to the payment and performance of the Notes;

     (g) all proceeds of and any  unearned  premiums on any  insurance  policies
covering the Mortgaged Property,  including,  without  limitation,  the right to
receive and apply

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the proceeds of any insurance,  judgments,  or settlements made in lieu thereof,
for damages to the Mortgaged Property;

     (h) any and all  buildings,  structures and any other  improvements  now or
hereafter erected on the Property,  including, but not limited to, the fixtures,
attachments,  appliances,  equipment,  machinery and other articles  attached to
said buildings and improvements, now or hereafter constructed, erected or placed
upon the Property; and

     (i) all right,  title and  interest  of  Mortgagor  in and to all  tangible
personal  property owned by Mortgagor and now or at any time thereafter  located
on or at the  Property and used in the  operation  thereof,  including,  but not
limited to: all goods, machinery, tools, building materials, insurance proceeds,
equipment   (including   fire   sprinklers  and  alarm  systems,   office,   air
conditioning,  heating,  refrigerating,  electronic  monitoring,  entertainment,
recreational,  window or structural  cleaning  rigs,  maintenance,  exclusion of
vermin of insects, removal of dust, refuse or garbage and all other equipment of
every  kind),  wall  safes,   furnishings,   appliances   (including   iceboxes,
refrigerators,  fans, heaters,  stoves,  water heaters and incinerators),  rugs,
carpets and other floor  coverings,  draperies  and drapery  rods and  brackets,
awnings, window shades, venetian blinds, curtains,  lamps, chandeliers and other
lighting  fixtures  and  office  maintenance  and  other  supplies;  as  well as
renewals,  replacements,  proceeds,  additions,  increases,  insurance payments,
awards and substitutes  thereof,  together with all interest of Mortgagor in any
such items hereafter acquired.

     Mortgagor  covenants  to  Mortgagee  that  Mortgagor  is well seized of the
Mortgaged  Property,  subject  to the lien  hereof,  and has good right and full
power to grant, bargain,  sell, convey,  mortgage,  grant a security interest in
and warrant the same as herein described.  Mortgagor covenants that the premises
and properties constituting the Mortgaged Property are and will be free from all
liens and encumbrances whatsoever,  excepting only the lien of general taxes not
yet  due and  payable,  easements  and  restrictions  of  record  affecting  the
Property,  restrictions  and zoning laws  affecting the Property,  none of which
impair or will  impair the value of the  Mortgaged  Property as  collateral  for
payment of the Notes.  Mortgagor  warrants  and will  defend the said  Mortgaged
Property,   with  the  privileges  and  appurtenances  thereunto  belonging,  to
Mortgagee,  its successors and assigns  forever,  against all claims and demands
whatsoever adverse to the interest of Mortgagee, at Mortgagor's sole expense.

     This  instrument  secures  the  Notes,  principal  and  interest,  and  any
extensions,  modifications, and/or renewals and substitutions thereof, and notes
given in payment of principal or interest,  and all reasonable  attorneys' fees,
court costs, and reasonable expenses of whatever kind incident to the collection
of said  indebtedness  and/or the enforcement  and/or  protection of the lien of
this Mortgage.

     Mortgagor and Mortgagee further covenant and agree as follows:


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1. PAYMENT OF PRINCIPAL AND INTEREST.  Mortgagor shall promptly pay when due the
principal  of and  interest on the  indebtedness  evidenced by the Notes and all
prepayment and late charges as provided in the Notes secured by this Mortgage.

2.  APPLICATION  OF PAYMENTS.  Unless  applicable  law provides  otherwise,  all
payments  received by Mortgagee  under the Notes shall be applied by  Mortgagee,
first to interest payable on the Notes and then to the principal of the Notes.

3. CHARGES; LEASE PAYMENTS;  LIENS.  Mortgagor shall pay all taxes,  assessments
and other charges,  fines and impositions  attributable to all or any portion of
the  Mortgaged  Property  which may attain a priority  over this  Mortgage,  and
leasehold  payments or ground rents, if any, by Mortgagor  making payment,  when
due,  directly  to the  payee  thereof.  Mortgagor  shall  promptly  furnish  to
Mortgagee  all  notices of amounts  due under this  paragraph,  and in the event
Mortgagor  shall make payment  directly,  Mortgagor  shall  promptly  furnish to
Mortgagee receipts evidencing such payments.  Mortgagor shall promptly discharge
any lien which has priority over this Mortgage;  provided,  that Mortgagor shall
not be required to discharge  any such lien so long as Mortgagor  shall agree in
writing  to the  payment  of the  obligation  secured  by such  lien in a manner
acceptable to Mortgagee,  or shall in good faith contest such lien by, or defend
enforcement  of such lien in,  legal  proceedings  which  operate to prevent the
enforcement  of the lien or  forfeiture  of the  Mortgaged  Property or any part
thereof.

4. HAZARD INSURANCE. Mortgagor shall keep the Mortgaged Property insured against
loss by fire,  hazards  included within the term "extended  coverage",  and such
other hazards in accordance  with the  requirements  under the Lease.  Mortgagor
shall further maintain  comprehensive  public liability insurance and such other
insurance,  and in such amounts, as may from time to time be reasonably required
by Mortgagee against the same or other hazards.

     The insurance carrier providing the insurance shall be chosen by Mortgagor.
All premiums on insurance  policies shall be paid by Mortgagor  making  payment,
when due, directly to the insurance carrier.

     All  insurance  policies  and  renewals  thereof  shall  include a standard
mortgagee  clause in favor of and in form  acceptable  to  Mortgagee.  Mortgagee
shall  receive a  certificate  evidencing  the insurance  required  hereby,  and
Mortgagor  shall  promptly  furnish to  Mortgagee  all  renewal  notices and all
receipts of paid  premiums.  In the event of loss,  Mortgagor  shall give prompt
notice to the insurance carrier and Mortgagee.  Mortgagee may make proof of loss
if not made promptly by Mortgagor.

     Unless  Mortgagee  and  Mortgagor  otherwise  agree in  writing,  insurance
proceeds shall be applied to restoration, repair or replacement of the Mortgaged
Property  damaged in accordance with the Lease. If such  restoration,  repair or
replacement  is not  economically  feasible or if the security of this  Mortgage
would, in the opinion of Mortgagee,

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<PAGE>

be impaired, the insurance proceeds shall be applied to the sums secured by this
Mortgage,  with the excess, if any, paid to Mortgagor. If the Mortgaged Property
or any part thereof is abandoned by Mortgagor,  or if Mortgagor fails to respond
to Mortgagee within thirty (30) days from the date notice is mailed by Mortgagee
to Mortgagor  that the insurance  carrier offers to settle a claim for insurance
benefits, Mortgagee is authorized to collect and apply the insurance proceeds at
Mortgagee's option either to restoration, repair or replacement of the Mortgaged
Property or to the sums secured by this Mortgage.

     Unless  Mortgagee  and  Mortgagor  otherwise  agree  in  writing,  any such
application  of proceeds to principal  shall not extend or postpone the due date
of the  installments  referred to in  Paragraph 1 hereof or change the amount of
such  installments.  If under this  mortgage  the  Mortgaged  Estate or any part
thereof is acquired by Mortgagee,  all right, title and interest of Mortgagor in
and to any insurance  policies and in and to the proceeds thereof resulting from
damage to the Mortgaged  Property prior to the sale or acquisition shall pass to
Mortgagee to the extent of the sums secured by this Mortgage  immediately  prior
to such sale or acquisition, subject to the prior claims of third parties.

5.  PRESERVATION  AND MAINTENANCE OF MORTGAGED  PROPERTY;  LEASEHOLD.  Mortgagor
shall keep the Mortgaged  Property in good repair,  cause the Mortgaged Property
to be  utilized  in  conformance  with all  applicable  laws,  regulations,  and
ordinances and shall not commit waste or permit  impairment or  deterioration of
the Mortgaged Property and shall comply with the provisions of the Lease.

6.  PROTECTION  OF  MORTGAGEE'S  SECURITY.  If  Mortgagor  fails to perform  the
covenants  and  agreements  contained  in this  Mortgage,  or if any  action  or
proceeding is commenced which  materially  affects  Mortgagee's  interest in the
Mortgaged Property,  including, but not limited to, eminent domain,  insolvency,
code  enforcement,  or  arrangements  or  proceedings  involving  a bankrupt  or
decedent,  then  Mortgagee at Mortgagee's  option,  upon notice to Mortgagor may
make such  appearances,  disburse such sums and take such action as is necessary
to protect Mortgagee's interests, including, but not limited to, disbursement of
reasonable  attorney's  fees and  entry  upon  the  Mortgaged  Property  to make
repairs.

     Any  amounts  disbursed  by  Mortgagee  pursuant  to this  paragraph,  with
interest thereon at the rate specified in the 367 Note, shall become  additional
indebtedness  of  Mortgagor  secured  by this  Mortgage.  Unless  Mortgagor  and
Mortgagee  agree to other terms of payment,  such amounts  shall be payable upon
notice from Mortgagee to Mortgagor requesting payment thereof. Nothing contained
in this  paragraph  shall  require  Mortgagee  to incur any  expense or take any
action hereunder.

7. TRANSFER OF OR LIEN UPON THE MORTGAGED PROPERTY. Mortgagor shall not, without
Mortgagee's prior written consent which shall not be unreasonably withheld:

     (a) transfer,  whether  voluntarily,  involuntarily or by operation of law,
title  to any part of or any  legal or  equitable  interest  or full  possessory
right, in the Mortgaged Property; or

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<PAGE>

     (b)  grant or  permit  to be  filed  against  the  Mortgaged  Property  any
mortgage, charge, encumbrance or lien of any nature whatsoever,  except the lien
of ad valorem property taxes, not then due and payable; or

     (c) grant or create  any  easement,  license,  right-of-way,  condition  or
covenant with respect to any portion of or interest in the  Mortgaged  Property;
or

     (d)  assign,  sublease  or  convey  the  Lease,  or the  leasehold  estate,
Mortgaged Property or any interest therein.

8.  ADDITIONS.  All  right,  title  and  interest  of  Mortgagor  in  and to all
extensions,  improvements,  betterments,  renewals, substitutes and replacements
of, and all additions and  appurtenances  to, the Mortgaged  Property  hereafter
acquired by, or released to,  Mortgagor or  constructed,  assembled or placed on
the  Property  and  all  conversions  of  the  security   constituted   thereby,
immediately upon such acquisition, release, construction,  assembling, placement
or  conversion,  as the case may be, and in each such case,  without any further
mortgage, conveyance, assignment or other act by Mortgagor, shall become subject
to the lien of this Mortgage as fully and completely,  and with the same effect,
as though now owned by  Mortgagor  and  specifically  described  in the granting
clause  hereof,  but at any and all times  Mortgagor will execute and deliver to
Mortgagee  any  and all  such  further  assurances,  mortgages,  conveyances  or
assignments  thereof as  Mortgagee  may  reasonably  require  for the purpose of
expressly and specifically subjecting the same to the lien of this Mortgage.

9. COMPLIANCE WITH LAWS AND REGULATIONS.  Mortgagor covenants and agrees that in
the  maintenance,  repair,  renewal,  replacement,   remodeling,   modification,
operation and management of the Property and Mortgaged Property,  Mortgagor will
observe  and  comply  with  and  cause  to be  observed  and  complied  with all
applicable,  lawful  and  constitutional  Federal,  state  and  local  statutes,
ordinances,   regulations,   orders  and  restrictions,   reserving  hereby  its
respective  rights to contest the same, or the  application of the same, so long
as such contest  shall not  prejudice  the lien of this  Mortgage nor affect the
amounts secured hereby.

10.  INDEMNIFICATION.  Mortgagor  will  protect,  indemnify  and  save  harmless
Mortgagee  from and  against  all  liabilities,  obligations,  claims,  damages,
penalties, causes of action, costs and expenses (including,  without limitation,
reasonable  attorneys'  fees and  expenses  except as may be  limited  by law or
judicial order or decision entered in any action brought to recover moneys under
this Section) imposed upon,  incurred by or asserted against Mortgagee by reason
of (a)  Mortgagee's  ownership of any interest in the Mortgaged  Property or any
part  thereof,  (b) any  accident,  injury to or death of  persons or loss of or
damage to property  occurring on or about the Property and Mortgaged Property or
any part thereof or the adjoining  sidewalks,  curbs, vaults and vault space, if
any,  streets or ways,  (c) any use,  disuse or condition of the Property or any
part thereof, or the adjoining sidewalks, curbs, vaults and vault space, if any,
streets  or ways,  (d) any  failure on the part of the  Mortgagor  to perform or
comply with any of the terms hereof, (e) any necessity to

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defend any of the rights,  title or interests  conveyed by this  Mortgage or (f)
the  performance  of any labor or services or the furnishing of any materials or
other  property  in  respect  of the  Mortgaged  Property  or any part  thereof;
provided,  however,  the indemnity  herein  contained shall not apply to acts or
omissions of Mortgagee,  its agents and employees.  In case any action,  suit or
proceeding is brought against Mortgagee for any such reason, the Mortgagor, upon
the request of the Mortgagee,  shall at Mortgagor's expense,  cause such action,
suit or proceeding to be resisted and defended. Any amounts payable to Mortgagee
under this  paragraph  which are not paid  within  ten (10) days  after  written
demand therefor shall bear interest at the default rate provided in the 367 Note
from the date of such demand,  and such amounts,  together  with such  interest,
shall be  indebtedness  secured by this Mortgage.  The  obligations of Mortgagor
under this paragraph  shall survive any defeasance of this Mortgage with respect
to any event arising before such defeasance.

11.  COMPLIANCE  WITH LEASE.  Mortgagor  shall comply with all provisions of the
Lease and shall not permit to exist any event or  condition  which alone or with
the giving of notice would  constitute a default under,  or permit the fee owner
to terminate, the Lease.

12.  COVENANTS  AND  WARRANTIES  REGARDING  LEASE.  Without  limiting  any other
provisions  hereof,  but in amplification  thereof,  Mortgagor hereby covenants,
warrants and represents as follows:

     (a) The Lease is in full force and  effect,  unmodified  by any  writing or
otherwise;

     (b) All rent,  additional rent and other charges reserved in the Lease have
been paid to the extent they are payable to the date hereof;

     (c)  Mortgagor  enjoys the quiet and peaceful  possession  of its leasehold
estate;

     (d) Mortgagor is not in default under any of the terms of the Lease and, to
the best of  Mortgagor's  knowledge,  there has  occurred no event or  condition
which,  alone or with the passage of time or the giving of notice or both, would
constitute an event of default thereunder;

     (e) Mortgagor will promptly and faithfully observe, perform and comply with
all the  terms,  covenants  and  provisions  of the  Lease on  their  part to be
observed, performed and complied with, at the times set forth therein;

     (f) Mortgagor will not cancel, surrender, modify, amend or in any way alter
or permit the alteration of any of the terms of the Lease;

     (g)  Mortgagor  will give  Mortgagee  immediate  notice of claim and of the
existence  of any event on  condition  which  alone or with the  passage of time
would  constitute an event of default under the Lease  together with all notices
relating thereto;


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<PAGE>

     (h) Mortgagor  will furnish to Mortgagee such  information  and evidence as
Mortgagee  may  reasonably  require   concerning   Mortgagor's  due  observance,
performance  and  compliance  with the terms,  covenants  and  provisions of the
Lease;

     (i) Except as Mortgagee may specifically  consent in writing,  fee title to
the Mortgaged Property and the leasehold estate shall not merge but shall always
be kept and shall always remain separate and distinct  notwithstanding the union
of said  estates in either  the  lessor  under the  Lease,  the  Mortgagor,  the
Mortgagee or a third party,  whether by purchase or otherwise  and this Mortgage
shall remain a lien upon the Mortgaged  Property (and upon any greater estate of
Mortgagor  intended to be encumbered hereby)  notwithstanding  any such union of
estates;

     (j) Without  limiting the provisions of Subsection (i) above,  if Mortgagor
shall at any time  acquire fee title or any other  estate,  title or interest in
the Property or any part thereof,  the lien of this  Mortgage  shall also attach
to, cover and be a lien upon such acquired  estate,  title and  interest,  which
shall become a part of the Mortgaged  Property with the same force and effect as
if  specifically  described as part of the Mortgaged  Property and  incorporated
herein; and in such case:

          (1) Mortgagor  hereby agrees to execute all  instruments and documents
which Mortgagee may reasonably  require to ratify,  confirm and further evidence
Mortgagee's lien on such acquired estate, title or interest;

          (2)  Mortgagor   hereby   appoints   Mortgagee  its  true  and  lawful
attorney-in-fact  to execute and deliver all such  instruments  and documents in
the name and on behalf of Mortgagor; and

          (3) The power  herein  conferred is coupled with an interest and shall
be irrevocable so long as any of the Notes secured remain unpaid.

     (k)  Mortgagee  shall have no  liability or  obligation  under the Lease by
reason of its acceptance of this Mortgage.

13.  SECURITY  INTEREST.  This  Mortgage  shall also  constitute  and serve as a
Security  Agreement  on  personal  property  within  the  meaning  of, and shall
constitute  until the grant of this  Mortgage  terminates,  a security  interest
under the Uniform Commercial Code with respect to all personal property included
as  part  of the  Mortgaged  Property.  To  this  end,  Mortgagor  has  granted,
bargained, conveyed, assigned, transferred and set over and by these presents do
grant, bargain, convey, assign, transfer and set over, unto Mortgagee a security
interest in all of  Mortgagor's  right,  title and interest in, to and under the
personal  property  described in the  Mortgaged  Property to secure the full and
timely payment of the Notes and the full and timely performance and discharge of
its obligations.


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<PAGE>

14.  UNIFORM  COMMERCIAL  CODE  REMEDIES.  Mortgagee  shall have all the rights,
remedies  and recourse  with respect to the  Mortgaged  Property  consisting  of
personal property afforded to it by the aforesaid Uniform Commercial Code.

15.  FIXTURE  FILING  STATEMENT.  This  Mortgage  is  intended to be a financing
statement  within the meaning of Section  9-402 of the Uniform  Commercial  Code
with respect to those items of the Mortgaged  Property which are fixtures to the
Property.  The address of the Mortgagor  (Debtor) and Mortgagee  (Secured Party)
are hereinabove  set forth.  This Mortgage is to be filed for record in the real
estate  records of the  Fayette  County  Court  Clerk.  The record  owner of the
Property is Ronald C. Switzer.

16.  INSPECTION.  Mortgagee may make or cause to be made reasonable entries upon
the  Property  or other  premises  for  purposes  of  inspecting  the  Mortgaged
Property,  provided that Mortgagee shall give Mortgagor notice prior to any such
inspection  specifying reasonable cause therefor related to Mortgagee's interest
in the Mortgaged Property.

17.  CONDEMNATION.  The  proceeds of any award or claim for  damages,  direct or
consequential,  in  connection  with any  condemnation  or other  taking  of the
Mortgaged Property,  or part thereof, or for conveyance in lieu of condemnation,
are hereby assigned and shall be paid to Mortgagee.

     Unless  Mortgagee  and  Mortgagor  otherwise  agree  in  writing,  any such
application  of proceeds to principal  shall not extend or postpone the due date
of any  payments  referred  to in this  Mortgage  or change  the  amount of such
payment.

18.  MORTGAGOR  NOT  RELEASED.  Neither  extensions  of the time for  payment or
modification  of  amortization  of the sums secured by this Mortgage  granted by
Mortgagee to  Mortgagor,  or to any  successor in interest of Mortgagor  nor the
release of other parties or collateral, shall operate to release, in any manner,
the liability of the original Mortgagor and Mortgagor's  successors in interest.
Mortgagee shall not be required to commence  proceedings  against such successor
or refuse to extend time for payment or  otherwise  modify  amortization  of the
sums  secured  by this  Mortgage  by reason of any demand  made by the  original
Mortgagor or Mortgagor's successors in interest.

19.  FORBEARANCE  BY MORTGAGEE  NOT A WAIVER.  Any  forbearance  by Mortgagee in
exercising any right or remedy  hereunder,  or otherwise  afforded by applicable
law, shall not be a waiver or preclude the exercise of any such right or remedy.
The  procurement  of insurance or the payment of taxes or other liens or charges
by  Mortgagee  shall  not be a waiver of  Mortgagee's  right to  accelerate  the
maturity of the indebtedness secured by this Mortgage.

20. REMEDIES CUMULATIVE. All remedies provided in this Mortgage are distinct and
cumulative to any other right or remedy under this Mortgage, any other agreement
between

                                        9

<PAGE>

Mortgagor  and  Mortgagee  or  afforded by law or equity,  and may be  exercised
concurrently, independently or successively at any time and from time to time.

21. SUCCESSORS AND ASSIGNS BOUND;  JOINT AND SEVERAL  LIABILITY;  CAPTIONS.  The
covenants and agreements  herein  contained shall bind, and the rights hereunder
shall inure to, the  respective  heirs,  successors and assigns of Mortgagee and
Mortgagor,  subject to the  provisions  of Paragraph 7 hereof.  The captions and
headings of the paragraphs of this Mortgage are for convenience only and are not
to be used to interpret or define the provisions hereof.

22. NOTICE.  Except for any notice required under  applicable law to be given in
another manner,  (a) any notice to Mortgagor provided for in this Mortgage shall
be given  by  mailing  such  notice  by  certified  U.S.  mail,  return  receipt
requested,  addressed  to  Mortgagor  at the  address set forth above or at such
other  address as  Mortgagor  may  designate  by notice to Mortgagee as provided
herein,  and (b) any notice to Mortgagee  shall be given by certified U.S. mail,
return  receipt  requested,  to  Mortgagee's  address set forth above or to such
other  address as  Mortgagee  may  designate  by notice to Mortgagor as provided
herein.  Any notice  provided for in this Mortgage  shall be deemed to have been
given to Mortgagor or Mortgagee when given in the manner designated herein.

23. GOVERNING LAW; SEVERABILITY.  This Mortgage shall be governed by the laws of
the Commonwealth of Kentucky.  In the event that any provision or clause of this
Mortgage or the Notes  conflict with  applicable  law,  such conflict  shall not
affect other  provisions of this Mortgage or the Notes which can be given effect
without  the  conflicting  provision,  and to  this  end the  provisions  of the
Mortgage or the Notes are declared to be severable.

24.  ASSIGNMENTS  OF RENTS;  COLLECTION OF RENTS;  APPOINTMENT  OF RECEIVER.  As
additional security hereunder,  Mortgagor does hereby transfer and assign to the
Mortgagee  and its  assigns,  forever,  all of the rents,  revenues,  issues and
profits  now due and  hereafter  to become due from the  Property,  and also all
leases and rental agreements affecting the Property, provided that, prior to the
earlier of (a)  acceleration of any indebtedness  secured by this Mortgage,  (b)
abandonment  of the  Property,  or (c) the failure of  Mortgagor to promptly pay
when due any and all amounts secured by this Mortgage,  Mortgagor shall have the
right to collect  and  retain  such  rents and  revenue  as they  become due and
payable.

     Upon abandonment of the Property,  or the failure of the Mortgagor,  or any
of them, to pay when due any amounts secured by this Mortgage, Mortgagee, in its
sole  discretion,  shall have the following  rights and remedies,  which, to the
extent permitted by law, shall be cumulative:

     (a) To enter upon and take possession of the Property;  to demand,  collect
and receive  from the tenant or tenants now or hereafter  in  possession  of the
Property, or any part thereof, or from other persons liable therefor, all of the
rents and revenues from such

                                       10
<PAGE>

tenants  or  other  persons,  which  may now be due and  unpaid  and  which  may
hereafter become due; to institute and carry on all legal proceedings  necessary
for  the  protection  of the  Property,  including  such  proceedings  as may be
necessary to recover the possession of the whole or any part of the Property, to
institute and  prosecute  any and all suits for the  collection of rents and all
other  revenues from said Property which now may be due and unpaid and which may
hereafter  become due, to institute and prosecute  summary  proceedings  for the
removal of any tenant or tenants or other persons from the Property,  and to pay
the costs,  legal fees and other expenses of all such suits and  proceedings out
of the rents and other revenues received;  to maintain the Property and keep the
same in repair, to pay, out of the rents and other revenues received,  the costs
thereof and of all services of all employees,  including their equipment, and of
all of the  operating  expenses  and  expenses  of  maintaining  and keeping the
Property in repair and proper condition, also all amounts now due and unpaid and
which may hereafter become due which are secured by this Mortgage,  and also all
taxes,  assessments and sewer, water,  electricity and other utility charges now
due and unpaid and which may  hereafter  become  due; to execute and comply with
all the laws of the  United  States and the  Commonwealth  of  Kentucky  and all
rules,  regulations  and  orders  promulgated  thereunder,  and all local  laws,
regulations and ordinances,  affecting the Property and to pay the costs thereof
out of the rents and other revenues received;  to rent or lease the whole or any
part of the  Property  for such  term or  terms  and on such  conditions  as the
Mortgagee  may deem proper;  to employ an agent or agents to rent and manage the
Property and to collect the said rents and other  revenues  thereof,  and to pay
the  reasonable  value of its or their  services  out of the rents and  revenues
received; to effect general liability insurance,  boiler insurance,  plate glass
insurance,  rent  insurance,  fire and other  casualty  insurance  and workmen's
compensation  insurance and  generally  such other  insurance as is  customarily
effected by an owner of real property of a style and kind of the Property, or as
the  Mortgagee may deem  advisable or necessary to effect,  and pay the premiums
and charges therefor out of said rents and other revenues received; to determine
to which one or more of the purposes aforesaid the said rents and revenues shall
be applied and the amount to be applied  thereto;  and, to act  exclusively  and
solely in the place and  stead of  Mortgagor,  and to have all of the  powers of
Mortgagor for the purposes aforesaid;

     (b) To have a receiver  appointed by a court to enter upon, take possession
of and manage the Property and to collect the rents and revenues of the Property
including  those past due,  which rents and revenues  shall be applied  first to
payment of the costs of  management  of the  Property and  collection  of rents,
including, but not limited to, receiver's fees, premiums on receiver's bonds and
reasonable  attorneys  fee,  and  then to the  sum  secured  by  this  Mortgage,
provided,  however, the receiver shall be liable to account only for those rents
actually received;

     (c) to exercise the rights granted in this Mortgage relative to foreclosure
of the Property and all other rights provided by this Mortgage; and


                                       11
<PAGE>

     (d) to exercise  any and all other  rights and  remedies in and against the
Property  and  Mortgagor  provided  or  permitted  by  applicable  law  and  the
provisions of any other agreement entered into by and between Mortgagor,  or any
of them, and Mortgagee.

25. CONSTRUCTION  PROVISION. In the event any of the proceeds from the Notes are
to be used for the purpose of erecting a building or  buildings  on or otherwise
improving  the  Property or  Mortgagor  had advised  Mortgagee  that any of such
proceeds are intended to be used for such purpose(s), the parties hereto further
agree that, if construction of such building(s) or other improvements located on
the Property  should cease or progress or such  construction be so slow that for
all  intents  and  purposes  the  construction  may be said to have  ceased (the
determination of whether or not construction has ceased shall rest entirely with
the Mortgagee) the Mortgagee may, at its option, as an alternative remedy, enter
into and upon the Property and complete the  construction of said building(s) or
other  improvements.  Mortgagor  does hereby grant unto Mortgagee full power and
authority to make such entry,  and enter such  contract or  arrangements  as the
Mortgagee  may  reasonably  believe  necessary or  appropriate  to complete such
building(s)  or other  improvements;  and the funds expended by the Mortgagee in
connection with such completion of construction  shall be added to the principal
amount that has been advanced  under the terms of the Notes and shall be secured
by these  presents  and  together  with any other  funds due on said Notes shall
thereafter be payable by Mortgagor on demand (notwithstanding anything contained
in the Notes or any other  document to the  contrary)  together with interest at
the rate stated in the Notes, with every right, interest, lien and security held
by the Mortgagee  continued in full force and effect.  This Mortgage is taken to
secure a loan  made for the  purpose  of  erecting,  improving  or  adding  to a
building  as set  forth in KRS  376.050,  and this  Mortgage  shall be  deemed a
construction mortgage as defined as KRS 355.9-313.

26.  ACCELERATION;  REMEDIES.  Upon the  occurrence  of any "Event of  Default",
which,  for  purposes of this  Mortgage,  means any default in, or breach of any
covenant,   agreement,   representation  or  warranty  by  Mortgagor  under  the
provisions  of the  Notes  or  this  Mortgage,  any  document  evidencing  other
indebtedness secured hereby, the Lease, any agreement to pay a debt to any other
party who claims an interest in all or any portion of the Mortgaged Property, or
any other  agreement with respect to which  Mortgagor and Mortgagee are parties,
the Mortgagee  shall,  at  Mortgagee's  option,  have the  following  rights and
remedies,  which,  to the extent  permitted by law, shall be cumulative:  (a) to
declare immediately due and payable and accelerate the entire unpaid balance due
on the Notes and all other  obligations of Mortgagor to Mortgagee (b) to enforce
the lien of this Mortgage by judicial  proceedings and have Mortgagor's interest
in and to the Mortgaged Property sold and collect from Mortgagor all expenses of
foreclosure,  including,  but not limited to, reasonable  attorney's fees, court
costs,  costs of taking,  holding,  preparing for sale and sale of the Mortgaged
Property and/or Mortgagor's interest thereon, (c) to exercise all rights granted
by this  Mortgage,  and (d) to exercise  any and all other  rights and  remedies
afforded to  Mortgagee  in and  against the  Mortgaged  Property  and  Mortgagor
provided for or permitted by applicable  law and/or the  provisions of any other
agreement entered into by and between Mortgagee and Mortgagor.

                                       12
<PAGE>

27. RELEASE. Upon payment of all sums secured by this Mortgage, Mortgagee shall
release this Mortgage,  without charge to Mortgagor,  except Mortgagor shall pay
all costs of recordation, if any.

28. WAIVER OF HOMESTEAD.  To the extent applicable,  Mortgagor hereby waives all
right of homestead exemption in the Property.

     IN WITNESS WHEREOF,  Mortgagor and Mortgagee have executed this Mortgage to
be effective as of the date and year first above written.

                                   "MORTGAGOR"

                                    LIGHTTOUCH VEIN & LASER OF LEXINGTON,  INC.,
                                    a  Kentucky  corporation  and  successor  in
                                    interest by merger to Bluegrass  Dermatology
                                    and Skin Surgery Center, PSC, and Center for
                                    Weight Control, PSC


                                    By:________________________________________
                                    Title:_____________________________________

COMMONWEALTH OF KENTUCKY
COUNTY OF FAYETTE

     The foregoing  instrument was subscribed,  sworn to and acknowledged before
me  this  __  day  of  June,   2000,   by   _______________________________   as
__________________________  of  LIGHTTOUCH  VEIN & LASER OF  LEXINGTON,  INC., a
Kentucky corporation, for and on behalf of the corporation.

                                    __________________________________
                                    NOTARY PUBLIC
                                    My commission expires:_________________


This instrument was prepared by:
STOLL, KEENON & PARK, LLP
201 East Main Street, Suite 1000
Lexington, Kentucky 40507-1380
(606) 231-3000

BY:____________________________
         Dan M. Rose

                                       13

<PAGE>

                             Exhibit "A" - Property

BEING all of the  cross-hatched  area as shown on the diagram attached hereto of
Lot No. 4 of the Corporate  Center  Subdivision,  to the City of  Lexington,  as
shown by plat  thereof of record in Plat  Cabinet  "B",  Slide No. 633,  Fayette
County Clerk's Office,  the  improvements  thereon being known and designated as
880 Corporate Drive, Lexington, Kentucky; and

Subject to and  together  with the  benefit  of that  certain  "Common  Driveway
Easement and  Agreement" of record in Deed Book 1281,  Page 838,  Fayette County
Clerk's Office; and

Being a part of the same  property  conveyed  to  SWITZER  FAMILY  LTD. - 880, a
Kentucky limited partnership, by deed dated December 30, 1999, of record in Deed
Book 2103, Page 568, in the Fayette County Clerk's Office; and

Being a part of the same  property  conveyed to Ronald C.  Switzer by deed dated
September 24, 1993, of record in Deed Book 1694, Page 620, in the Fayette County
Clerk's  Office and being a part of the same  property in which an undivided one
percent  (1%)  interest  was  conveyed to Switzer  Properties,  Inc., a Kentucky
corporation, by deed dated December __, 1999.

EXCEPTED  from the above  described  property  is all of Parcel 4A of the Public
Acquisition  Minor Plat of record in Plat  Cabinet  "J",  Slide No.  646, in the
Fayette  County  Clerk's  Office,  containing  336 square  feet  (0.008  acres),
conveyed to the Lexington-Fayette Urban County Government, by deed dated July 5,
1995,  of record in Deed Book 1795,  Page 473,  in the  Fayette  County  Clerk's
Office.