PERSONAL and CONFIDENTIAL
-------------------------

July 16, 1999

Gina Goodrich
9060 Pamunkey River Farms Dr.
Mechanicsville, VA 23111

         Re:      Separation of Employment

Dear Gina:

         This letter  confirms our agreements  regarding  your  separation as an
officer and an employee of ThermoLase Corporation (the "Company") as a result of
the restructuring of the Company's SoftLight Division, as well as your continued
employment by the Company through July 31, 1999 (the "Termination Date").

         1.  TERMINATION  OF  EMPLOYMENT.  You agree to resign as an officer and
employee of the Company as of the Termination Date.

         2. You agree to return all company property, including, but not limited
to: all company files,  customer files, credit cards, pager, computer equipment,
fax machine, etc.

         3. SEVERANCE PAY. The Company will pay you Seventy-Three Thousand Three
Hundred  Thirty Three and 33/100  Dollars  ($73,333.33)  as severance pay on the
eighth day after your written  acceptance  of the terms set forth in this letter
if you have not rescinded your acceptance within seven days after your execution
of this letter.

         4. ACCRUED VACATION.  You will be paid for any accrued vacation through
the Termination Date.

         5.  MEDICAL AND DENTAL  INSURANCE.  Your  medical and dental  insurance
coverage  will cease on the  Termination  Date.  You may elect to continue  your
medical and dental coverage through COBRA for up to 18 months.  The Company will
pay you $3,568.80  which is the current cost of COBRA  coverage for eight months
for Employee +1 for medical and dental  insurance in the state of Florida.  This
will be paid when the other  severance  payment is made. You will be responsible
for all medical and dental coverage  beginning on the Termination Date. Be aware
that failure to pay

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premiums when due will terminate your coverage and it will not be reinstated.  A
COBRA package containing all of the guidelines and election forms will be mailed
to your home from the COBRA  administrators  within  seven days after you are no
longer  actively  employed with  ThermoLase  Corporation.  FAILURE TO RETURN THE
PROVIDED  ELECTION  FORM  WITHIN THE  SPECIFIED  PERIOD  WILL  RESULT IN LOSS OF
BENEFITS.

         6. LONG TERM DISABILITY.  Long term disability  insurance coverage will
terminate effective as of the Termination Date.

         7. LIFE INSURANCE. Your life insurance coverage will continue until the
Termination  Date.  You may convert your insurance to an individual  policy.  If
interested   please  contact  the  Company's  Human  Resources   Department  for
information.  You must contact a Prudential agent within 31 days after your life
insurance coverage ends to initiate a conversion.

         8. MONEY MATCH PLUS. If you participate in the Money Match Plus program
and wish to receive a  distribution  of the funds held in your  account,  please
contact the Company's Human Resources  Department.  Information will be provided
as to various election options available.

         9. EMPLOYEE STOCK PURCHASE PROGRAM.  If you participate in the Employee
Stock Purchase Program you may make a withdrawal.  The Company's Human Resources
Department will provide you with information.

         10.  STOCK  OPTIONS.  Your stock  options in the  Company  shall  cease
vesting on the  Termination  Date, and no further  lapsing of repurchase  rights
will occur.  You will then have 90 days to exercise your vested options.  If you
do not exercise your vested options by the specified deadline, your options will
be canceled, and you will have no further rights with respect to your options.

         11.  RELEASE.  In  consideration  for the  severance  pay  described in
paragraph 2 of this letter, you hereby release and discharge the Company and its
affiliates and each of their  respective  current,  former,  or future officers,
director,  employees,  agents,  representatives,  and  legal  predecessors,  and
successors  from all claims,  liabilities  and causes of action whether known or
unknown,  which  you  have,  may  have,  or claim to have  against  any of them,
including without limitation those based upon or arising out of your decision to
accept the Company's  employment  offer,  your employment with the Company,  the
termination of your employment and other  relationships  with the Company,  your
service  as an officer  or  director  of the  Company  and any of the  Company's
policies, procedures or requirements, and your status as a shareholder or holder
of stock options of the Company. This release includes, without limitations, any
and all  claims  for  breach of  contract  or  implied  contract,  breach of the
covenant  of good faith and fair  dealing,  inducement  of breach,  wrongful  or
unlawful  discharge,  violation of public  policy,  retaliation,  intentional or
negligent   infliction   of  emotional   distress,   intentional   or  negligent
misrepresentation,   failure  to  pay  wages,   bonuses,   benefits,   or  other
compensation of any sort (other than compensation,  benefits, and other payments
as


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set forth in this letter), defamation,  negligence,  discrimination on the basis
of race,  color,  sex,  national  origin,  religion,  age,  disability,  medical
condition  or  marital  status,  sexual or any other form of  harassment  and/or
violation of any statutes, rules, regulations, or ordinances,  including but not
limited  to Title VII of the Civil  Rights  Act of 1964 as  amended by the Civil
Rights Act of 1991, the Age Discrimination in Employment Act of 1967, as amended
by the  Older  Workers  Benefits  Protection  Act of 1990,  the  Americans  with
Disabilities Act, and the California Fair Employment and Housing Act.

         You  represent  and warrant  that neither you nor anyone on your behalf
has  assigned  or  subrogated  any such  rights,  claims and causes of action or
authorized  any other  person or entity to assert  such  claim or claims on your
behalf,  and you agree to indemnify  and hold the Company  harmless  against any
assignments of such rights, claims, and/or causes of action.

         You acknowledge  that you have read and understand the  significance of
Section  1542 of the Civil  Code of the  State of  California,  which  states as
follows:

         A general  release does not extend to claims,  which the creditor  does
not know or suspect to exist in his favor at the time of executing  the release,
which if known by him must have  materially  affected  his  settlement  with the
debtor.

         You hereby waive any right,  which you have under  Section 1542, or any
similar law of any other jurisdiction,  to the full extent that you may lawfully
waive such rights pertaining to this release.

         You further  acknowledge that you have been advised that you could have
twenty-one (21) days to consider the terms set forth in this letter and that you
were  informed  that you have the right to consult with counsel  regarding  this
letter.  To the extent  that you have taken  less than  twenty-one  (21) days to
consider  this letter,  you  acknowledge  that you have had  sufficient  time to
consider the terms set forth in this letter and to consult with counsel and that
you do not desire additional time to do so.

         Your  agreement  to the terms set forth in this letter is  revocable by
you for a period of seven (7) days following your execution of this letter.  The
revocation must be in writing,  must  specifically  revoke your agreement to the
terms set forth in this  letter,  and must be received by the  President  of the
Company  at the  Company's  offices  prior  to the  eighth  day  following  your
execution of this letter.  The terms set forth in this letter become  effective,
enforceable  and  irrevocable on the eighth day following your execution of this
letter.

         12. SEVERABILITY.  If one or more provisions of this letter are held to
be unenforceable under applicable law, such provision shall be excluded from the
terms of this letter and  replaced  with a provision  which is  enforceable  and
comes  closest  to  the  intent  of the  parties  underlying  the  unenforceable
provision.

         13. VOLUNTARY  AGREEMENT.  In signing this letter, you give the Company
assurance that you have signed it voluntarily and with a full  understanding  of


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its terms and that you have had  sufficient  opportunity to consider this letter
and to consult with anyone of your choosing before signing it.

         YOU  UNDERSTAND  THAT YOU HAVE BEEN  ADVISED  TO SEEK THE  ADVICE OF AN
ATTORNEY,  IF YOU SO CHOOSE,  PRIOR TO SIGNING  THIS  RELEASE  AND THAT,  TO THE
EXTENT DESCRIBED HEREIN, YOU ARE GIVING UP ANY LEGAL CLAIMS YOU HAVE AGAINST THE
COMPANY AND ITS AFFILIATES,  AND EACH OF THEIR  RESPECTIVE,  CURRENT,  FORMER OR
FUTURE  OFFICERS,   DIRECTORS,   EMPLOYEES,   AGENTS,   REPRESENTATIVES,   LEGAL
PREDICESSORS, AND SUCCESSORS BY SIGNING THIS RELEASE.


         If the terms of this  letter are  acceptable  to you,  please  sign and
return it to the undersigned.

                                                  THERMOLASE CORPORATION


                                                  By: /s/Richard Weitzel
                                                      ---------------------
                                                      Name: Richard Weitzel
                                                      Title: Vice President

Accepted and Agreed to:

/s/ Gina Goodrich
-----------------
Gina Goodrich

Date:  7/20/99

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