MEDICAL DIRECTOR AND
                        ADMINISTRATIVE SERVICES AGREEMENT
                            (Independent Contractor)

     This Medical Director and Administrative  Services Agreement  ("Agreement")
is entered into as of June 8, 2000  ("Effective  Date") by and among  LIGHTTOUCH
VEIN & LASER OF LEXINGTON,  INC., a Kentucky corporation ("LightTouch") and JOHN
L. BUKER, M.D., PSC ("Physician").

                                    RECITALS

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

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

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

     D. LTVL engages in the  business of owning,  through its  subsidiaries,  of
which LightTouch is one, laser centers and providing certain  administrative and
support services  concerning the day-to-day affairs of medical practices and has
established  a center  located at 880  Corporate  Drive,  Suite 200,  Lexington,
Kentucky,   operated  by  LightTouch  under  the  direction  of  Physician  (the
"Lexington Center").

     E. LightTouch  desires to engage  Physician to serve as medical director of
the Lexington  Center,  and Physician desires to obtain the use of the Lexington
Center for his practice and obtain the  administrative  and support  services of
LightTouch and LTVL.

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

1.  RESPONSIBILITIES OF PHYSICIAN

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

<PAGE>



Lexington Center. Physician's duties as medical director of the Lexington Center
shall include the  responsibilities  listed on Exhibit A. It is understood  that
all of  Physician's  responsibilities  under this  Agreement  are as that of the
local medical director of LightTouch located at the Lexington Center and are not
personal  obligations of Physician.  All references to Physician shall be in his
capacity as an independent  contractor  working as an agent for and on behalf of
LightTouch as the medical  director of the Lexington  Center.  Dr. John L. Buker
shall be the sole officer and sole director of LightTouch.

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

    1.3 PROVIDERS.  Unless otherwise  agreed to by the parties,  Physician shall
have complete control of the hiring,  engagement,  supervision  evaluation,  and
termination of all Providers,  although at the request of Physician,  LightTouch
shall  consult  with  Physician   respecting  such  matters.   With  respect  to
physicians,  Physician  shall only employ and contract with licensed  physicians
meeting applicable credentialing guidelines established by Physician.  Physician
shall be  responsible  for the  payment of  salaries  and  wages,  compensation,
payroll  taxes,  employee  benefits,  and all  other  taxes and  charges  now or
hereafter  applicable to Providers and other licensed  health care  professional
personnel   employed  by  Physician;   provided,   however,   LightTouch   shall
simultaneously reimburse Physician for all such payments and expenses. Physician
shall consult with LightTouch with regard to the terms of contracts entered into
between  Physician and  Providers,  or other licensed  health care  professional
employees  and the terms and  conditions  of their  employment  or engagement as
independent contractors, as applicable, except to the extent that such terms are
set forth in that separate Merger Agreement between LTVL, LightTouch,  BLUEGRASS
DERMATOLOGY  AND SKIN SURGERY  CENTER,  P.S.C.,  and CENTER FOR WEIGHT  CONTROL,
INC., which shall control.

    1.4 PAYOR  AGREEMENTS.  Physician  shall  continue to operate and maintain a
separate  medical  practice  at the  Lexington  Center for so long as  Physician
desires for which he provided  services to Enrollees which are paid, at least in
part,  by  third-party  Payors.  Physician  may operate such practice in his own
name, under the name of BLUEGRASS  DERMATOLOGY AND SKIN SURGERY CENTER,  P.S.C.,
and/or  CENTER FOR  WEIGHT  CONTROL,  INC.,  and  Lexington  Center or any other
professional  business  entity.  All fees  received for such  services  shall be
deposited  into  Physician's  separate  account and deemed  income to Physician.
Physician  shall  thereafter  pay all of such income to LightTouch as an expense
for use of LightTouch's facilities at the Lexington Center.

    1.5 Compliance with Law. Physician shall require all of the Providers at the

                                  Page 2 of 17


<PAGE>



Lexington  Center  to  comply  with  all  laws,  regulations,  and  ethical  and
professional standards applicable to the practice of medicine. Providers who are
physicians  shall at all times be licensed to practice  medicine in the State of
Kentucky and all others states at which such physician provides patients medical
services  at a Center.  Likewise,  LightTouch  shall also  comply with all laws,
rules,  regulations  and ethical and  professional  standards  applicable to the
Lexington Center and the practices employed therein.

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

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

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

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

2.  RESPONSIBILITIES OF LIGHTTOUCH

    2.1 RESPONSIBILITIES WITH REGARD TO SELECTED PATIENT-RELATED MATTERS.


         (a)  PATIENT  RELATIONS,   SCHEDULING,  ETC.  LightTouch  shall  assist
Physician in maintaining  positive Patient  relations by, among other things, in
conjunction with and at

                                  Page 3 of 17


<PAGE>

the  direction of  Physician:  scheduling  Patient  appointments;  responding to
Patient  grievances  and  complaints in matters  other than medical  evaluation,
diagnosis, and treatment.

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

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

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

              (i) To bill  Physician's  Patients on behalf of Physician  and the
Lexington Center.

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

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

    2.3  OTHER RESPONSIBILITIES.

         (a) INSURANCE.  LightTouch shall obtain and maintain during the term of
this Agreement (a) property damage insurance  protecting the Lexington  Center's
premises and the personal  property  located therein against such hazards and in
such amounts as

                                  Page 4 of 17


<PAGE>



LightTouch   determines  are  reasonably  prudent;  and  (b)  general  liability
insurance in such amounts as LightTouch  and Physician  determine are reasonably
prudent.

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

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

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

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

3.  FINANCIAL ARRANGEMENTS

    3.1  PHYSICIAN'S  COMPENSATION.  For the  services of  Physician  hereunder,
including  services as medical  director,  LightTouch shall pay to Physician the
compensation  salary and benefits set forth below.  Physician  shall be paid the
sum of $600,000.00 each

                                  Page 5 of 17


<PAGE>



and every twelve (12) month period  beginning on the date of this  Agreement and
continuing until the later of (i) two (2) years from the date of this Agreement,
or (ii) the $1 million  Promissory  Note from  LightTouch  to Physician  and Dr.
Patricia  Buker  dated  June 8, 2000 (the  "Note")  has paid in full.  Provided,
however,  during such time period Physician must compensation Dr. Patricia Buker
and Dr. Donna Roth using a portion of the $600,000  upon such terms as Physician
may determine and agree upon with such other doctors. Such amounts shall be paid
by LightTouch to Physician at least  bi-weekly on a prorated basis. In addition,
during the term of this Agreement  Physician  shall be paid or provided with the
same level of fringe  benefits  that he received  as an  employee  of  BLUEGRASS
DERMATOLOGY AND SKIN SURGERY CENTER,  P.S.C.  during calendar year 1999, subject
to  reasonable  adjustments  as may be  necessary to reflect  inflationary  cost
increases.  In addition to the foregoing amounts,  all of the Cash Flow received
by  LightTouch  above  $600,000.00  during each  twelve  (12) month  period this
agreement is in effect shall be shared  between  Physician  and  LightTouch on a
50/50 basis (with 50% of the additional cash flow over  $600,000.00 per 12 month
period going to the account of  Physician  and 50% of the  additional  cash flow
over  $600,000.00 per 12 month period going to the account of  LightTouch).  For
purposes of this bonus payment, Cash Flow shall have the meaning as set forth in
the Note.  Upon the last to occur of (i)  payment of the Note in full,  and (ii)
the expiration of two (2) years from the date of this Agreement, the annual base
compensation to Physician's annual salary shall be reduced to $300,000.00,  plus
35% of all of the cash flow of LightTouch with no minimum cash flow requirement,
with such bonus payment to be made monthly within not more than thirty (30) days
of the end of each calendar month. Provided,  further, however,  Physician shall
be required to continue to compensate Dr.  Patricia Buker and Dr. Donna Roth out
of the total payments being made to Physician under the terms of this paragraph.

4.  REPRESENTATIONS AND WARRANTIES; COVENANTS

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

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

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

         (c) The consummation of the transactions contemplated by this

                                  Page 6 of 17


<PAGE>



Agreement will not: result in any breach of the terms,  provisions or conditions
of or constitute a default under the  Certificate of  Incorporation,  By-Laws or
other enabling or governing  instruments of LightTouch or any agreement to which
LightTouch  is a party or by which it is  bound;  or, to the best  knowledge  of
LightTouch, constitute a violation of any applicable law or regulation.

5.  TERM AND TERMINATION

    5.1  TERM. This  Agreement  shall  commence on the Effective  Date and shall
continue  for a period of five (5) years  from the date  hereof,  unless  sooner
terminated  pursuant  to  this  Article  5.  Thereafter,  this  Agreement  shall
automatically  continue  in effect for  additional  terms of one (1) year unless
Physician  notifies  LightTouch  in writing  and not less than  thirty (30) days
prior to the expiration of the term or any renewal term of Physician's intent to
terminate  this  Agreement at the end of such term, or unless this  Agreement is
terminated  pursuant  to  Section  5.3,  Section  5.5 or  Section  8.10  hereof.
Notwithstanding  the foregoing or anything in the Agreement to the contrary,  if
at any  time  Physician  determines  that  his  responsibilities  hereunder  are
interfering with the operation of his practice and the performance of his duties
at the Lexington Center and LightTouch fails to provide assistance  satisfactory
to Physician at  LightTouch's  expense  within  thirty (30) days of  Physician's
request,  Physician may immediately terminate this Agreement upon the expiration
of such thirty (30) day period.

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

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

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

         (c)  LightTouch  or LTVL  breaches  any term or provision of the Merger
Agreement.

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

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

         (b) In the event of the occurrence of any other Event of Default,  upon
the

                                  Page 7 of 17


<PAGE>



expiration of sixty (60) days after written notice to the Breaching Party, which
notice shall specify the nature and extent of such Event of Default, unless such
Event of Default is  remedied  within such sixty (60) days or, in the case of an
Event of Default  which cannot  reasonably  be remedied  within sixty (60) days,
unless the Breaching Party has made a good faith effort, to be determined in the
sole  discretion  of the  Non-Breaching  Party,  to begin to cure such  Event of
Default within such sixty (60) days.

    5.4  RIGHTS AND DUTIES UPON TERMINATION OR EXPIRATION OF THIS AGREEMENT.

         (a) If this  Agreement is  terminated  upon  expiration of its term, or
earlier as provided in Sections 5.3, Section 5.5 or 8.10:

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

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

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

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

    5.5 TERMINATION BY PHYSICIAN.  Following the expiration of the first two (2)
year period during which this Agreement is in effect,  and in the event that the
Note has not paid in full for any reason, Physician may terminate this Agreement
with or without  cause within  thirty (30) days after  written  notification  to
LightTouch of such intention. In the event of any such termination by Physician,
Physician shall have no further obligation to LightTouch under this Agreement.

    5.6  PROHIBITION  ON TERMINATION  BY  LIGHTTOUCH.  Notwithstanding  anything
contained in this Agreement to the contrary  (including  without limitation this
section 5), this  Agreement may not be  terminated by LightTouch  for any reason
until the $1,000,000 Note described above has been paid in full.

6.  RESTRICTIVE COVENANTS

    6.1  COVENANT  REGARDING  PROPRIETARY  INFORMATION.  In  the  course  of the
relationship  created pursuant to this Agreement,  Physician will have access to
certain  methods,  trade  secrets,   processes,   ideas,  systems,   procedures,
inventions, discoveries,

                                  Page 8 of 17


<PAGE>



concepts,  software  in  various  stages  of  development,   designs,  drawings,
specifications,  models,  data,  documents,  diagrams,  flow  charts,  research,
economic and financial  analysis,  developments,  procedures,  know-how,  policy
manuals, financial data, form contracts,  marketing and other techniques, plans,
materials,  forms,  copyrightable  materials and trade information regarding the
operations of LightTouch and/or of its Affiliates (collectively,  the "Protected
Parties").  The  foregoing,  together  with  the  existence  and  terms  of this
Agreement,  are  referred to in this  Agreement  as  "Proprietary  Information".
Physician shall maintain all such Proprietary  Information in strict secrecy and
shall  not  divulge  such  information  to any third  parties,  except as may be
necessary for the discharge of its obligations  under this Agreement.  Physician
shall  take all  necessary  and proper  precautions  against  disclosure  of any
Proprietary  Information  to  unauthorized  persons  by  any  of  its  officers,
directors, employees or agents. All officers, directors, employees and agents of
Physician who will have access to all or any part of the Proprietary Information
may  be  required  to  execute  an  agreement,  at  the  reasonable  request  of
LightTouch,  valid under the law of the  jurisdiction in which such agreement is
executed,  and in a form  acceptable to LightTouch  and its counsel,  committing
themselves to maintain the Proprietary  Information in strict confidence and not
to disclose it to any unauthorized person or entity. The Protected Parties not a
party to this Agreement are hereby  specifically made third party  beneficiaries
of this  Section  6.1,  with the power to enforce the  provisions  hereof.  Upon
termination  of  this  Agreement  for  any  reason,  Physician  and  each of its
Providers shall cease all use of any of the Proprietary  Information and, at the
request of  LightTouch,  shall  execute  such  documents  as may be necessary to
evidence  Physician's  abandonment of any claim thereto.  The parties  recognize
that a breach of this  Section  6.1 cannot be  adequately  compensated  in money
damages and  therefore  agree that  injunctive  relief shall be available to the
Protected Parties as their respective interests may appear.

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

    6.2  COVENANTS NOT TO COMPETE DURING THE TERM.  The parties  recognize  that
the services to be  provided by  LightTouch  shall be feasible only if Physician
operates an active medical practice to which Physician and Providers devote full
time and attention. For as long as Physician is providing services to Lighttouch
under the terms of this  Agreement,  Physician  shall not establish,  operate or
provide physician or other health care services at any medical office, clinic or
other health care facility  providing  services  substantially  similar to those
provided by  Physician  pursuant to this  Agreement  anywhere  other than at the
Centers and as may be approved in writing by  LightTouch.  Physician  shall also
not enter

                                  Page 9 of 17


<PAGE>



into any medical director or management or administrative  services agreement or
arrangement  with any person or entity  other than  LightTouch  or LTVL  without
LightTouch's prior written approval.  Provided,  however, the foregoing is in no
way  intended  from  prohibiting  Physician  from  operating a separate  medical
practice at the Lexington  Center under other trade names or a similar  business
entity,  its  successors  and assigns,  at which  LightTouch  acknowledges  that
Physician  will be  performing  medical  services  separate and apart from those
which he  performs  on  behalf  of  LightTouch  including,  without  limitation,
services  performed for Enrollees for which payment is made through  third-party
Payors. In addition,  Lighttouch acknowledges and agrees that during the term of
this Agreement  Physician  shall be allowed to pursue other business  activities
unrelated to the business of the Center from the Center's offices, provided that
such activities do not materially  interfere with the performance of Physician's
duties under this Agreement.

    6.3  COVENANT NOT TO SOLICIT.  During the period that Physician is providing
services hereunder, Physician shall not:

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

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

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

    6.4  ENFORCEMENT.  LightTouch and Physician acknowledge and agree that since
a remedy at law for any breach or attempted  breach  of the  provisions  of this
section 6 or section 7 shall be  inadequate,  either  party shall be entitled to
specific  performance  and injunctive or other  equitable  relief in case of any
such breach or  attempted  breach,  in addition to whatever  other  remedies may
exist by law. All parties hereto also waive any  requirement for the securing or
posting of any bond in connection  with the obtaining of any such  injunctive or
other  equitable  relief.  If any  provision  of Section 6 or 7 relating  to the
restrictive  period,  scope  of  activity  restricted  and/or  other  provisions
described  therein  shall be declared by a court of  competent  jurisdiction  to
exceed the maximum time period,  scope of activity  restricted  or  geographical
area such court deems reasonable and enforceable  under applicable law, the time
period,  scope of activity restricted and/or area of restriction held reasonable
and enforceable by the court shall thereafter be the restrictive  period,  scope
of  activity  restricted  and/or the  territory  applicable  to the  restrictive
covenant  provisions in this Section 6 or Section 7 and in any respect shall not
affect the  validity or  enforceability  of the  remainder  of this Section 6 or
Section 7 or of any other provisions of this Agreement.

                                  Page 10 of 17


<PAGE>



7.   INFORMATION AND RECORDS

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

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

    7.3  ACCESS TO RECORDS.  Each party shall be entitled, upon request and with
reasonable  advance  notice,  to obtain access to all records of the other party
directly related to the performance of such party's obligations pursuant to this
Agreement;  provided,  however,  that such  right  shall not allow for access to
records  that  must  necessarily  be kept  confidential.  Either  party,  at its
expense,  shall  have the right to make  copies of any  records  to which it has
access pursuant to this Section.

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

8.  MISCELLANEOUS

    8.1  INDEPENDENT  CONTRACTOR  STATUS OF PARTIES.  IN THE  PERFORMANCE OF THE
WORK, DUTIES AND OBLIGATIONS UNDER THIS AGREEMENT, IT IS MUTUALLY UNDERSTOOD AND
AGREED THAT EACH PARTY IS AT ALL TIMES ACTING AND  PERFORMING AS AN  INDEPENDENT
CONTRACTOR  WITH RESPECT TO THE OTHER AND THAT NO  RELATIONSHIP  OF PARTNERSHIP,
JOINT VENTURE OR EMPLOYMENT IS CREATED BY THIS AGREEMENT. NEITHER

                                                    Page 11 of


<PAGE>



PARTY, NOR ANY OTHER PERSON PERFORMING SERVICES ON BEHALF OF SUCH PARTY PURSUANT
TO THIS  AGREEMENT,  SHALL HAVE ANY RIGHT OR CLAIM  AGAINST  THE OTHER PARTY FOR
SOCIAL SECURITY BENEFITS, WORKERS' COMPENSATIONS BENEFITS,  DISABILITY BENEFITS,
UNEMPLOYMENT  INSURANCE BENEFITS,  HEALTH BENEFITS,  VACATION PAY, SICK LEAVE OR
ANY OTHER EMPLOYEE BENEFITS OF ANY KIND.

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

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

         (a)  If intended for Physician, then the notice shall be addressed to:
                        Dr. John L. Buker
                        880 Corporate Drive, Suite 200
                        Lexington, KY  40503

              With copy to:
                        Stoll, Keenon & Park, LLP
                        201 E. Main St., Ste. 1000
                        Lexington, KY  40507-1380
                        Attn: Dan M. Rose, Esq.

         (b)  If intended for LightTouch, then the notice shall be addressed to:
                        LightTouch Vein & Laser of Lexnigton, Inc.
                        10663 Montgomery Road
                        Cincinnati, Ohio  45242
                        Attn: Greg Martini

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

    8.4  ASSIGNMENT.  Neither  party may sell,  transfer,  assign,  or otherwise
convey its rights or obligations  under this Agreement without the prior written
consent  of  the  other,  which  consent  shall  not be  unreasonably  withheld;
provided, however, Physician may

                                  Page 12 of 17


<PAGE>



assign this  Agreement  and all of his rights and  obligations  hereunder to any
professional  corporation or similar  business  entity wholly owned by Physician
without the prior consent or approval of LightTouch or LTVL.

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

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

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

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

    8.9  GOVERNING  LAW. This Agreement shall be interpreted in accordance  with
and  governed by the laws of the State of  Kentucky,  without  reference  to its
conflicts of laws rules.

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

                                  Page 13 of 17


<PAGE>



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

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

    If LightTouch  elects to exercise the right to require Physician to purchase
the Purchase Assets from LightTouch or if Physician elects to exercise the right
to require LightTouch to sell the Purchase Assets to Physician: (a) the purchase
price for the Practice Assets shall be the balance  outstanding  under the Note,
if any; and (b) the closing for such sale of the Practice  Assets shall occur on
such date as is  designated in writing by LightTouch  (if  LightTouch  elects to
exercise such right) or Physician  (if Physician  elects to exercise such right)
which  date  shall be not later  than ten (10)  business  days after the date of
delivery by  LightTouch  or  Physician of notice of its exercise of its right to
require  Physician  to  purchase  or to  require  LightTouch  to sell all of the
Purchase Assets, as the case may be.

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

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

                                  Page 14 of 17


<PAGE>



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

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

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

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

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

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

    8.18 ELECTION  OF  REMEDIES.  The  respective  rights of the parties to this
Agreement  shall be  cumulative.  Each  party  shall  have all other  rights and
remedies consistent with

                                  Page 15 of 17


<PAGE>



this  Agreement as law and equity may  provide.  No exercise by any party of one
right or  remedy  shall be  deemed  to be an  exclusive  election  of  rights or
remedies.

    8.19 SURVIVAL.  The provisions of  Section 3, 4, 5, 6, 7 and 8 shall survive
any termination of this Agreement.

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

    8.21 WAIVER OF RIGHTS TO JURY TRIAL.  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.

    8.22 JURISDICTION  AND VENUE.  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 Agreement
submits to the  jurisdiction  os 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.

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

                                       LIGHTTOUCH VEIN & LASER OF
                                       LEXINGTON, INC.

                                       By:      ___________________________
                                       Title:   ___________________________

                                       JOHN L. BUKER, MD, PSC

                                       By:___________________________________
                                            JOHN L. BUKER, MD, President


                                  Page 16 of 17


<PAGE>



                                    EXHIBIT A

                Medical Director Duties For the Lexington Center

    Total  supervision  and control of all business  activities of the Lexington
Center,  including  without  limitation  the following  specific  activities and
duties.

1.  Determining   overall  program  direction  related  to  medical  issues  and
    treatment protocols, including but not limited to developing, reviewing, and
    approving such issues and protocols;

2.  Determining  and  controlling   quality   assessment   activities,   program
    evaluation and risk management;

3.  Determining and controlling program development, modification and deletion;

4.  Determining,  controlling  and  developing  ongoing  relationships  with the
    medical community;

5.  Determining,    controlling   and   developing   the    administration   and
    implementation of the Center's patient care policies;

6.  Determining,  controlling  and developing  the day-to-day  review of patient
    care  services  within the Centers to insure  compliance  with the  Center's
    standards;

7.  Evaluation of equipment used in treating  patients and  determining the need
    for acquisition of new equipment or modifications  to existing  equipment to
    better serve the needs of the Centers;

8.  Insuring  that  proper  records  of care and  treatment  are  maintained  in
    accordance with the Center's policies;

9.  Determining  and  controlling  the  Center's  participation  in  surveys  by
    accrediting bodies;

10. Provide  other  reasonable  services  customarily  performed  by  a  medical
    director of a Center.


                                  Page 17 of 17


<PAGE>