EXHIBIT 10.29
                        AMENDMENT TO OPERATING AGREEMENT
                           OF THERMOLASE JAPAN L.L.C.

             This Agreement is made as of May 1, 1997 by and among
        ThermoLase Corporation, a Delaware corporation with offices
        located at 10455 Pacific Center Court, San Diego, California
        92121-4339, U.S.A. ("ThermoLase"), Fox River Japan Partners,
        L.P., a Delaware limited partnership with offices located at 210
        E. State Street, Batavia, IL 60510 ("Fox River Japan"), and
        ThermoLase Japan L.L.C. a Wyoming limited liability company with
        offices c/o Fox River Japan ("ThermoLase Japan").

             WHEREAS, the parties entered into an Operating Agreement
        effective as of January 22, 1996 (the "Operating Agreement") in
        order to commercialize technology licensed to ThermoLase Japan by
        ThermoLase in the territory set forth in the Operating Agreement;
        and 

             WHEREAS, ThermoLase, Fox River Japan, and ThermoLase Japan
        desire to modify certain terms set forth in the Operating
        Agreement to:  (i) permit Fox River Japan to withdraw certain
        funds contributed to ThermoLase Japan, and (ii) obligate each of
        Fox River Japan and ThermoLase to fund equally the expenses
        incurred by ThermoLase Japan for the period from May 1, 1997
        through the "Review Date" which shall be the earlier of:  (a) the
        date on which ThermoLase Japan has received all approvals from
        relevant Japanese authorities required in order to pursue the
        commercialization of the technology subject to the License
        Agreement between ThermoLase and ThermoLase Japan, and (b)
        October 31, 1998.

             NOW THEREFORE, in consideration of the mutual promises
        contained herein and other good and valuable consideration, the
        parties hereto hereby agree as follows:

             1.   ThermoLase Japan shall distribute to Fox River Japan
        all funds held in accounts controlled by ThermoLase Japan to the
        extent that such funds exceed an amount equal to the sum of:  (i)
        One Million United States Dollars (US$1,000,000), and (ii) an
        amount equal to the accrued and unpaid liabilities of ThermoLase
        Japan as of May 1, 1997.  The distribution to Fox River Japan of
        such funds shall be treated as a distribution to Fox River Japan
        of a portion of its initial capital contribution, but the
        distribution thereof shall have no impact on the Membership
        Interests of ThermoLase and Fox River Japan in ThermoLase Japan.

             2.   Subject to the limitation in Section 4 below, if  the
        expenses incurred by ThermoLase Japan to fund activities during
        the period from May 1, 1997 through the Review Date exceed Two
        Million United States Dollars (US$2,000,000), Fox River Japan
        shall promptly contribute to ThermoLase Japan one half of the
        amount in excess of Two Million United States Dollars
        (US$2,000,000).
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             3.   Subject to the limitation in Section 4 below,
        ThermoLase shall contribute to ThermoLase Japan on a quarterly
        basis amounts equal to one half of the expenses incurred by
        ThermoLase Japan to fund activities during the period from May 1,
        1997 through the Review Date.  ThermoLase Japan shall fund such
        expenses on an interim basis using funds remaining in accounts
        controlled by ThermoLase Japan, and shall notify ThermoLase on a
        quarterly basis, beginning not later than October 31, 1997, of
        the amount of the expenses incurred by ThermoLase Japan for
        activities during the period between May 1, 1997 through the end
        of the relevant quarterly period.  ThermoLase Japan shall provide
        ThermoLase with financial statements showing in detail acceptable
        to ThermoLase the expenses incurred during the relevant period,
        together with a detailed schedule, in English, of the expenses
        incurred.  ThermoLase Japan shall provide copies and English
        translations of all invoices requested by ThermoLase detailing
        the expenses incurred during the relevant quarter.  Within thirty
        (30) days after receipt of the notice and other materials
        described above, ThermoLase shall contribute to an account
        controlled by ThermoLase Japan an amount equal to one half of the
        expenses supported by the documentation provided to ThermoLase.  

             4.   Neither Fox River Japan nor ThermoLase shall have any
        obligation to contribute to ThermoLase Japan an amount in excess
        of One Million Five Hundred Thousand United States Dollars
        (US$1,500,000) to fund activities for the period between May 1,
        1997 and the Review Date.  For purposes of this limitation, the
        contributions by Fox River Japan shall include the One Million
        United States Dollars (US$1,000,000) previously contributed to
        ThermoLase Japan by Fox River Japan which is being retained by
        ThermoLase Japan in accordance with Section 1 of this Amendment,
        plus any additional funds contributed by Fox River Japan to fund
        activities undertaken by ThermoLase Japan during the period
        between May 1, 1997 and the Review Date.  If reasonably requested
        by ThermoLase or Fox River Japan, ThermoLase Japan shall provide
        ThermoLase and Fox River Japan with copies of annual audited
        financial statements for ThermoLase Japan. 

             5.   Notwithstanding the provisions of Section 10.01.a.v. of
        the Operating Agreement, for the period through the Review Date,
        ThermoLase Japan shall continue to use its best efforts to pursue
        all activities required to obtain all required regulatory
        approvals from relevant Japanese authorities in order to pursue
        the commercialization of the technology subject to the License
        Agreement between ThermoLase and ThermoLase Japan.  Without
        otherwise limiting Fox River Japan's rights under Section
        10.01.a.v. of the Agreement (and notwithstanding the two year
        limitation therein), Fox River Japan shall be permitted to
        exercise its rights thereunder only by providing written notice
        to ThermoLase, within ten (10) business days after the parties
        agree on the Review Date as set forth in Section 8 below, of Fox
        River Japan's desire to dissolve ThermoLase Japan.

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             6.   If Fox River Japan does not exercises its rights under
        Section 10.01.a.v. as amended hereby, Fox River Japan shall
        contribute to ThermoLase Japan, as and when required by
        ThermoLase Japan to fund its continuing activities, funds in
        amounts aggregating up to the amount distributed to Fox River
        Japan in accordance with Section 1 of this Amendment.  All such
        funds shall be treated as initial capital contributions to
        ThermoLase Japan.

             7.   None of the contributions to ThermoLase Japan
        contemplated by this Amendment shall affect the Membership
        Interests of Fox River Japan or ThermoLase.

             8.   To establish the Review Date (which shall be not later
        than October 31, 1998), any of the parties hereto may notify the
        other parties in writing that in its opinion all approvals from
        Japanese authorities which are required to pursue the
        commercialization of the technology subject to the License
        Agreement between ThermoLase and ThermoLase Japan were obtained
        on a particular date, and the other parties shall respond in
        writing within five (5) business days after receipt of such
        notice either (i) confirming such date, or (ii) identifying the
        basis on which such party disagrees with the conclusion that all
        required approvals were obtained on such date.  The date shall be
        determined upon agreement by all parties that the proper date has
        been identified.  

             Except as amended hereby, the Operating Agreement shall
        remain in full force and effect.

             IN WITNESS WHEREOF, this Amendment has been executed by the
        parties on the date first written above. 

        THERMOLASE CORPORATION        FOX RIVER JAPAN PARTNERS, L.P.
                                      By:  FOX RIVER JAPAN, INC.
                                           its General Partner

        By:  /s/ John C. Hansen            By:  /s/ Joseph Ritchie
             Name:  John C. Hansen              Name:   Joseph Ritchie
             Title: President and               Title:  President
                    Chief Executive Officer

        THERMOLASE JAPAN L.L.C.
           By its Members

           THERMOLASE CORPORATION

           By:/s/ John C. Hansen
              Name:  John C. Hansen
              Title: President and Chief Executive Officer

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           FOX RIVER JAPAN PARTNERS, L.P.

              By:  FOX RIVER JAPAN, INC.
                   its General Partner

                   By:/s/ Joseph Ritchie
                      Name:   Joseph Ritchie
                      Title:  President